Terms and Conditions
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1. General
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1.1 |
These terms of business supersede any previous arrangements between the parties
and constitute the entire understanding between them. No addition, amendment or
modification of these terms shall be effective unless produced in writing and
agreed by both parties. |
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1.2 |
Computing Explained shall not be bound by these terms until an order/service
confirmation has been issued, or until delivery of any goods has taken place, or
performance of any services has commenced. |
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1.3 |
Computing Explained and the client mutually acknowledge that, in entering into
any contract under these terms, they do not do so on the basis of relying on
any representation, warranty or other provision except as expressly provided in
these terms or in any order/service confirmation, and accordingly all
conditions, warranties or other terms implied by statute or common law are
hereby excluded to the fullest extent permitted by law. Any liability or remedy
for innocent or negligent misrepresentation is expressly excluded. |
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1.4 |
If either party is prevented or delayed in the performance of any of its
obligations by force majeure, then such party shall be excused the performance
for so long as such cause of prevention or delay shall continue; force majeure
shall be deemed to be any cause affecting the performance of this Agreement
arising from or attributable to acts, events, omissions or accidents beyond the
reasonable control of such party, and inter alia. |
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1.5 |
No agreement under these terms shall be assigned by either party without the
prior written consent of the other. |
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1.6 |
This agreement shall be construed in accordance with English Law. |
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2. Consultancy and Support Services
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2.1 |
Where any services are to be provided to the client,
Computing Explained shall perform the
services with all due care and skill, and in accordance with the standards
prevailing in the computer industry. |
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3. Hire
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3.1 |
The equipment remains the property of Computing Explained at all times. |
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3.2 |
The equipment is at the risk of the client; the client shall keep the equipment
continuously and comprehensively insured at their full replacement value against
all risks, shall notify the insurer of the interest of Computing Explained in
the equipment, and shall provide that all monies receivable against any claims shall
be payable to Computing Explained. Loss or damage to the
equipment shall not affect the
continuance of the hiring, and the client shall not be entitled to any rebate in
respect of any period during which the equipment is not usable. |
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3.3 |
The client shall take proper care of the equipment at all times, maintain
it in good working order, and shall be responsible for any loss or damage to
the equipment howsoever caused. The client will:
- operate the equipment according to any instructions given by Computing Explained, and shall not allow any person, unless properly trained by and to
a standards set by Computing Explained, to
operate the equipment.
- not allow the equipment to be removed from the location address by anyone other
than representatives of Computing Explained.
- from time to time, allow Computing Explained or its appointed agent reasonable
access to inspect, maintain and test the equipment.
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3.4 |
The hiring will continue until the expiry of any Notice To Terminate given by
either party to the other, or (if no period of notice is otherwise specified) on
the expiration of one month’s notice; provided that Computing Explained may
forthwith terminate the hiring if the client:
- is more than 28 days in arrears with any payment due to Computing Explained on
any account, or
- is in breach of any other terms of the contract relating to the hiring, or
- shall cease to trade, or if any distress or execution is levied against the
client, or if the client makes any composition or arrangement with its
creditors, or if any preliminary step is taken by, or in respect of, the client
towards its liquidation winding up or administration.
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3.5 |
Termination, howsoever or whenever occasioned, shall be subject to any rights and
remedies either party may have under this agreement or in Law. |
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3.6 |
At the termination of the hiring:
- the client shall return the equipment to Computing Explained at the
client’s
expense in good condition (fair wear and tear excepted).
- the client will no longer be in possession of the equipment with Computing
Explained's consent, and Computing
Explained shall be entitled to repossess the equipment, and
for this purpose shall be entitled at any time and without notice to enter upon
any premises in which the equipment or any part thereof are installed, stored or
kept, or are reasonably believed so to be.
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4. Goods
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'Goods’ includes both hardware and (so far as the context permits) software
supplied by way of sale. This term applies to any goods to be supplied by
Computing Explained.
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4.1 |
The price of goods is based on the cost prevailing at the date of Computing
Explained's Order Confirmation or Invoice; Computing
Explained reserves the right to adjust the price
by such an amount as may be necessary to cover any increase affecting Computing
Explained after
that date attributable to market conditions prevailing at the date of delivery
to the client. ‘Market conditions’ include (but are not limited to) any direct
or indirect increase in any foreign exchange rates relating to the goods or in
the cost of labour, materials, handling, manufacture, supply or transport, or
such costs as may be incurred by Computing
Explained in complying with obligations imposed
by law. |
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4.2 |
Where a price for more than one item of goods is quoted, the price may be based
on the quantity specified, and Computing
Explained reserves the right to adjust the price if orders are placed for
a different quantity, or if the quantity actually delivered to the client
differs (for any reason) from that specified in any quotation. |
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4.3 |
The price of the goods is based on delivery to the address specified, and on any
relevant specifications; it is subject to adjustment in the event of delivery to
a different address or in the event of any modification (either at the request
or with the consent or knowledge of the client). |
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4.4 |
Notwithstanding delivery, installation, acceptance and passing of risk, title to
any goods to be sold to the client shall not pass to the client and shall be
retained by Computing
Explained until full payment of all monies due on any account has been
received by Computing
Explained from the client. |
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5. Copyright, Patents, & Trade Marks in the Goods
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5.1 |
The client acknowledges that any and all of the trade marks, copyright, patents
and other intellectual property rights used or subsisting in or in connection
with the goods including software, hardware and other parts thereof in which Computing
Explained or the respective manufacturer, developer or third party has an
interest are and shall remain the sole property of Computing
Explained or such manufacturer, developer or third party. The client
shall not during or at any time after the completion, expiry or termination of
this agreement in any way question or dispute the ownership thereof. |
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6. Delivery and Installation
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6.1 |
Delivery dates are estimates only, and unless Computing
Explained expressly agrees in writing to be bound by a delivery date as
being of the essence of any contract under these terms, it shall not be liable
for direct, indirect or consequential loss arising from part, late or
non-delivery. |
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6.2 |
Where Computing
Explained expressly agrees in writing to be bound by a delivery date, Computing
Explained's liability (subject to any other of these terms) in respect of
any loss or damage suffered by the client which is directly attributable to such
part, late or non-delivery shall be limited to the value of any goods not
delivered. |
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6.3 |
Delivery shall be made during normal working hours (excluding local and national
holidays). If the client requires delivery to be made outside such times, an
additional charge shall be payable. |
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6.4 |
Computing
Explained reserves the right to deliver in more than one delivery. |
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6.5 |
Where necessary the client shall prepare the area of delivery and installation
for the goods and provide free access to the location and to any services or
facilities that may be required to deliver and install the goods. Where these
have not been prepared or provided and as a result Computing
Explained is prevented from carrying out delivery or installation at the
pre-arranged day and time, Computing
Explained shall be entitled to charge. |
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6.6 |
Risk in goods shall pass to the client upon delivery by Computing
Explained to the client and Computing
Explained shall not be liable for any loss or damage to the goods from
the time that the goods are so delivered. |
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7. Warranty
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7.1 |
Computing
Explained warrants to the client that the goods sold by Computing
Explained are believed to be free from defects of workmanship and
materials and Computing
Explained undertakes, subject to the following terms, to replace or, at
its option, to repair any goods purchased hereunder (other than rubber parts
and/or printing heads and/or consumable items) found to be defective within 90
days (or such other period as may be specified) of the date of original delivery
and installation, where such defects are a result of faulty materials or
workmanship. |
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7.2 |
In the event of any claim presented under warranty being found on investigation
by Computing
Explained either to be outside the scope or duration of this warranty or
the fault being unconfirmed, then the costs of such investigation and repair
shall be borne by the client. |
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7.3 |
Computing Explained shall not be liable at any
time for damage or defects in the goods or parts caused by improper use, abuse,
mismanagement or by using the goods outside any specifications detailed in the
manuals and documentation relating to the goods or outside the specific
application of the goods. |
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7.4 |
Except as otherwise expressly provided, Computing
Explained makes no other representations or warranties and expressly
excludes the same whether implied, statutory or otherwise, especially as to
quality or fitness of the goods for any particular purpose. |
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7.5 |
This warranty shall not be assigned without the prior written consent of Computing
Explained. |
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8. Hosted Email Filtering
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8.1 |
Computing Explained reserves the right to modify
the service in order to improve the quality or effectiveness without the prior
agreement of the Client.
Computing Explained will notify the client of any
major changes to be made at least 30 days in advance. |
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9. Website Design and Development
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9.1 |
Any quotation will remain open for acceptance for a period of 60 days from the
date of our contractual estimate. If, for any reason, Computing Explained is not permitted to commence
the work within 60 days of acceptance of our offer, we reserve the right to
re-negotiate. |
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9.2 |
Computing Explained will use all reasonable
endeavor to meet quoted completion dates. However, time is not the essence of
the contract and
Computing Explained will not be liable in cases of
late reporting, however caused, nor shall lateness be deemed to be a breach of
contract or an act of negligence. |
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9.3 |
Web design accounts will be rendered in advance or in stage payments if
previously agreed. A 50% deposit is required on all web design contracts. |
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9.4 |
Reports, drafts and all other records provided by Computing Explained are private and confidential
between the client and
Computing Explained and they may not be used or
relied upon by any other party without the prior consent of
Computing Explained. Liability to any third party
for any reason is specifically excluded unless separately agreed in writing. |
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9.5 |
Changes to any work completed or part completed requested by the client or any
other part beyond our control, will be charged to the client on a time basis at
a standard rate of £50.00 per hour. |
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9.6 |
Title, Copyrights and all Intellectual Property Rights and data generated under
the contract, between Computing Explained and the client, shall remain
vested in
Computing Explained until the client has paid in
full, whereupon the benefit of the design shall be used by the client
exclusively for the project on which the services were originally required. |
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9.7 |
Under no circumstances shall Computing Explained be liable to the client for an
indirect or consequential loss suffered by the client relying on the information
included in the works prepared by
Computing Explained including (without limitation)
loss of profit, loss of contracts or pure economic loss. Any liability is
strictly limited to the direct losses associated with remedial costs of the work
only, not to include claims for delays, out of sequence working, non productive
overtime, award of costs, etc. |
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9.8 |
The web design contract can be terminated by either the client or Computing Explained by giving 30 days notice in
writing of their intention to terminate all services. The client will pay all
outstanding invoices on or before the termination date. All services supplied by
Computing Explained will cease on the termination
date. |
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9.9 |
Computing Explained cannot be held liable for any
loss of business resulting from the termination of any web design services. |
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10. Website Hosting
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10.1 |
All Hosting and Domain Name Registration fees are payable in advance. |
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10.2 |
Unpaid invoices will bring about automatic suspension of any hosting solution
supplied by Computing Explained, 30 days after invoice date.
Should your hosting be suspended a reconnection fee of £50.00 will be charged
for each reconnection of any hosting solution requested by you in writing, such
payment to be made in advance and subject to clearance through our bank. |
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10.3 |
Computing Explained cannot be held liable for any
loss, or any potential future loss, of business resulting from the termination
of any hosting accounts. |
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10.4 |
Computing Explained has undertaken various
reseller agreements with a number of large web hosting companies. The client
will be informed which is the end web host company, and the client will be bound
by their terms and conditions in respect of the service. |
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11. Confidentiality
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11.1 |
Computing
Explained and the client each recognise that information disclosed to the
other in the course of the negotiation of and the performance of this agreement
will contain and incorporate confidential information in which the other has an
interest. Each agrees with each other that they will maintain confidentiality
and will not use any part or the whole of such information directly or
indirectly disclosed by the other (or information gained from such disclosure)
until or unless such information becomes public knowledge through no fault of
the party using such information. |
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12. Payment
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12.1 |
So far as payment of Computing
Explained's invoices is concerned, time is of the essence, and if the
client does not make payments on the due date then, without prejudice to any
other remedy:
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Computing
Explained may withhold or suspend further services in respect of any contract
between
Computing
Explained and the client.
- All sums owing by the client to
Computing
Explained on any account shall become due and payable immediately.
- The client will pay interest on all sums due from date of invoice to date of
payment both before and after any judgment at the rate of 2% per calendar month
compounded with monthly rates.
- The client will indemnify
Computing
Explained from and against any and all loss damage costs or expenses (including
legal expenses on the indemnity basis) which
Computing
Explained may incur as a result of the client’s failure to pay on time.
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Computing
Explained may terminate any contract between the client and
Computing
Explained. If
Computing
Explained does so, the respective rights and liabilities under such other
contracts shall be as if each such contract had been lawfully terminated by
Computing
Explained for breach thereof by the client.
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12.2 |
All accounts are payable in accordance with the terms contained in
Computing
Explained's invoices. Where credit terms are agreed,
Computing
Explained reserves the right to withdraw the same and substitute cash
with order. Any discounts must be agreed in writing by
Computing
Explained. |
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13. Computing Explained's Liability
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13.1 |
Computing
Explained expressly excludes liability for consequential loss or damage,
including but not limited to loss or damage to data or to other equipment or
property, (whether or not the same may be in
Computing
Explained's care, custody or control) or for loss of profit, business,
revenue, goodwill or anticipated savings. |
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13.2 |
Subject thereto,
Computing
Explained accepts liability in respect of any direct loss or damage
arising as a result of negligence, or in respect of direct loss of or damage to
property belonging to or held by the client directly attributable to the
dishonesty or malicious act or default of
Computing
Explained's staff; in either case, such liability is limited to the
lesser of £10,000 and, where the loss related to specific goods and/or services
supplied, the amount of
Computing
Explained's charge for those goods and/or services. |
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13.3 |
Subject thereto, except to the extent that by the law relating to this agreement
it is not lawful to exclude such liability,
Computing
Explained shall not be liable to the client for any loss or damage
whatsoever or howsoever caused arising directly or indirectly in connection with
any contract under these terms, any goods or services supplied under such a
contract or the use of such goods, or otherwise. |
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13.4 |
In the event that any exclusion of liability contained in these terms of
business shall be held to be invalid for any reason and
Computing
Explained becomes liable for loss or damage that may be limited or
capable of being limited in law, such liability shall be limited to £10,000. |
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13.5 |
Computing
Explained shall not in any event be liable for any claims unless they are
notified to
Computing
Explained within twelve months of the cause of action occuring. |
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13.6 |
Computing
Explained does not exclude or limit liability for death or personal
injury, to the extent that the same arises directly from the negligence of
Computing
Explained or its employees. |
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14. Termination
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14.1 |
Either party may terminate any contract under these terms if
- the other shall cease to trade, or
- any distress or execution is levied against the other, or
- the other makes any composition or arrangement with its creditors, or
- any preliminary step is taken by the other or by another towards its liquidation
winding up or administration, or
- the other is in breach and fails to remedy the breach within 7 days notice
requiring the breach to be remedied, or
- the other is in breach and the breach is incapable of remedy.
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14.2 |
Termination shall be subject to any rights and remedies either party may have
under this agreement or in Law. |
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14.3 |
On termination any obligation of a continuing nature shall survive. |
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15. Website
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15.1 |
The contents of this site is provided by Computing
Explained for informational purposes only and is intended merely to give
a general overview of
Computing
Explained. Whilst
Computing
Explained has endeavoured to ensure that all the information on this site
is correct, the contents of this site are provided to you "as is" without
representation or warranty of any kind (express or implied) including, without
limitation, any implied warranties of merchantability, fitness for a particular
purpose or non-infringement.
Computing
Explained accepts no liability for any statement, inaccuracy or omission
on this site.
Computing
Explained accepts no liability for any direct, special, indirect or
consequential loss or damages of any kind resulting from the use of any
information obtained directly or indirectly from this site or for any viruses
that may infect your computer equipment or other property on account of your
access to, use of, downloading of or browsing in this site. All such liability
is excluded to the fullest extent permitted by law. For these reasons, you
should neither rely nor act upon any of the information on this site and, if you
do, it will be entirely at your own risk. |
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15.2 |
The information on this site is subject to change and may be amended or
withdrawn at any time without notice. These Conditions of Use may be changed at
any time without notice. |
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15.3 |
Any visitor to this site agrees that Computing
Explained shall have the unrestricted right to any information provided
by that visitor and that
Computing
Explained may use that information for any purpose and in any way it
chooses. Any information provided by the visitor shall be regarded as
non-confidential and non-proprietary. Please remember that the security of
information transmitted over the Internet cannot be assured. Posting or
transmitting any unlawful, threatening, defamatory, obscene or other
inappropriate material is prohibited. |
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15.4 |
All material on this site is copyright, except where specifically stated
otherwise. Visitors may read, view, print and download one hard copy of the
material for their personal, non-commercial use only. |
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15.5 |
Visitors may not copy, distribute, sell, publish, display, transmit, reproduce
or decompile any part of the material by any means (electronic or not) or for
any purpose include it in any derivative works. |
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15.6 |
Certain hypertext links in this site will lead you to sites which are not under
the control of Computing Explained. When you activate any of these,
you will leave the Computing Explained site.
Computing Explained does not endorse any site to which a hypertext
link exists. Computing Explained accepts no responsibility or liability
for any loss or damage arising as a result of linking to any site to which a hypertext link exists or
for the contents of any such sites and gives no representation or warranty
(express or implied) as to the information on such sites.
Computing
Explained has no control over the nature and contents of such sites and
is not recommending those sites, the information they contain nor any third
party's products or services. In particular, please note that by downloading
computer programs from certain sites, you risk infringing copyright and may
introduce computer viruses into your own system. |
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15.7 |
Trademarks, service marks and logos displayed on this site belong to Computing
Explained. Nothing contained on this site should be construed as granting
any licence to use any trademark, service mark or logo displayed on this site
without the express written permission of
Computing
Explained. |
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15.8 |
This site is controlled and operated by Computing Explained in the UK.
Computing Explained makes no representation that material on the site is
appropriate or available for use in other locations. Those who choose to access
this site from other locations do so on their own initiative and are responsible
for compliance with local laws, if and to the extent that local laws are
applicable. If for any reason any provision of these Conditions of Use are
determined to be void or unenforceable, then to the extent and in the places
only where such provision is determined to be void or unenforceable it shall be
severed and the remaining provisions shall continue in full force and effect. |
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15.9 |
These terms and conditions and anything in this site shall be governed by
English law and all matters in connection with them shall be determined by the
English Courts. |
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