General Terms & Conditions of Sale

 

1. These Terms and Conditions override all and any other conditions or representations, including any, which appear on any of your documentation, unless we agree otherwise in writing.

 

2. All contracts are governed by English law and come under the exclusive jurisdiction of the English courts.

 

3. The term Equipment refers to both hardware and software.

 

ORDERS

 

3. Contracts are only formed and become binding when you place on Order with us and we expressly confirm our acceptance of Your Order or deliver the Products.

 

PAYMENT

 

4. You agree to pay our invoices in full within 30 days of the date of invoice without any deduction or withholding on any account.

 

5. If payment is not received in full when due, you agree to pay interest on the unpaid amount at 5% more than the National Westminster Bank plc annual base rate.

 

LIABILITY

 

6. You agree that to the extent permitted by law and except as otherwise expressly stated in these Conditions all other liability is excluded by us. In particular You and We agree that neither will be liable to the other, or anyone else under any circumstances whether in contract, tort or otherwise for any of the following losses or damage ( whether such losses or damage were foreseen, foreseeable, known, or otherwise): loss of revenue; loss of actual or anticipated profits (including for loss of profits on contracts); loss of money; loss of anticipated savings; loss of business; loss of opportunity; loss of goodwill; loss of reputation; loss of, damage to or corruption of data; or any indirect or consequential loss or damage howsoever caused (including, for the avoidance of doubt, whether such loss or damage is of the type specified herein).

 

7. You agree to indemnify us and keep us indemnified against any claim or legal proceedings brought against us as a result of you breaching this Agreement.

 

SOFTWARE

 

8. All the rights in the Software belong to the people who license it. You have no rights in it, but you are allowed to use it in accordance with the terms outlined in the contract or other terms as notified to you. Except to the extent by Law, You agree not to copy, modify, merge, decompile, disassemble, reverse engineer or make available or disclose the Software in whole or in part to any third party. Software is supplied subject to any terms and conditions stipulated by any relevant third party licensor of the Software. If required by the Software licensor you also agree to enter into a separate License agreement with it for the Software. The terms of such Software License shall prevail to the extent of any inconsistency with these Conditions.

 

DELIVERY AND INSTALLATION

 

9. Unless we agree otherwise in writing all delivery and, where applicable, installation dates are estimates and we are not liable for any loss, costs, expense, liability, or damages you or someone else suffers because we did not meet these estimated dates.

 

10. You agree that someone on your behalf and date the delivery note that comes with Equipment and/or Software to prove that they have been delivered. The person who signs the delivery note should also print his/her name on it. The delivery note is prove that the Equipment and/or Software on it have been delivered. We will not accept claims for shortages.

 

11. You agree to follow the applicable manufacturer’s instructions for the products and to ensure that those authorised to use the Products are adequately trained.

 

12. You agree to make available to us free of charge all information and access to any equipment, personnel, materials, premises and other facilities and resources, which we reasonably require, to allow us to carry out our obligations.

 

13. You agree to comply with all applicable statutes, regulations, by-laws and third party contracts and licenses and to obtain any consents or licenses necessary for the intended use of the Product or any Software used by you, prior to delivery or commencement of the Service.

 

14. We may transfer our side of any Contract in whole or in part to an associated company. You agree that our arrangements for Services provided under these conditions may include the use of sub contractors.

 

15. We are not liable for delaying or not carrying out, any of our duties if caused by circumstances beyond our control.

 

SALE TERMS

 

16. We retain the title in the Equipment until we have received payment for it in full. You have not paid in full until the amount has been credited to our bank account.

 

17. When we have delivered the Equipment to you, you are liable for the risk of any loss or damage to it. The Equipment will remain your risk unless we take the Equipment back so you should insure yourself against loss or damage.

 

18. Until title has passed in the Equipment You must not do, or allow any thing to be done, which is inconsistent with our ownership of it. In particular, you must not alter or sell it or otherwise dispose of it. You must ensure it can be identified as belonging to us.

 

19. If you do not make payments in full when they are due, or if before the title has passed in the Equipment, you commit any act of bankruptcy, go into liquidation, have a receiver appointed to manage all or part of your assets or become insolvent, then we may enter your property without giving notice, to take the Equipment back and demand any money you owe us under the Contract.

 

20. When there is a shortage of Equipment for reasons beyond our control, we will distribute as much Equipment as we can to our customers depending on availability.

 

SOLUTIONS TERMS

 

21. You agree to take all reasonable precautions to safeguard your business including, all software and data and to minimise potential loss or disruption. In particular You agree to take full backups of all Your software and data at all reasonable times, including prior to Us conducting any work on Your systems and to implement effective audit controls, working methods virus checking controls and data security measures.

 

22. We do not represent that the operation of any Software will be uninterrupted or error free. For the avoidance of doubt we do not represent that any Solution will continue to meet the User Requirements should your hardware, operating system or network operating system, client application software or other software application utilities change following successful completion of acceptance trials.

 

EXCLUSIONS

 

23. Unless agreed otherwise in writing by Us, Services do not cover work needed;

 

Because You have not used, stored(including failure to provide correct environment conditions) or handled the Equipment of Software properly or because You are in breach of the terms of any contract or have not followed Our written instructions for the Equipment and/or Software, or those of the manufacturer;

 

Because of any disconnection and reconnection of the Equipment, including any preparation necessary for safe transit; on a bank or public holiday; before 9am or after 5pm Monday to Friday or other working hours agreed by us in writing; If you have used spare parts or replaceable items (such as toner cartridges or other parts) which are not approved by us;

 

Because of the installation of, damage to, or modification of the Equipment, and/or Software by someone other than Our representatives or because of changes required byYou or a third party.

 

Because you connected other fittings or accessories to the Equipment and/or Software which we have not approved; because of external causes outside our control which shall include accident, disaster or burglary.

 

Because of any malfunction or specific requirements of any other item of hardware or software which you have linked to the Equipment and/or Software; in respect of items not included in the contract. To correct errors in any software not supplied by us.

 

Because data is lost or damaged.

Because You have made changes to the Equipment or Software or Software configuration, operating or network operating system, client application software, other software application utilities or other items of hardware.

 

Because you have altered Your User Requirements (where relevant) without Our written agreement.

Because you have not installed any error correction that we issue for the Software or have otherwise not followed our instructions or advice.

Because you have not complied with the Contract terms.

 

We may at our discretion provide Services in the above circumstances, which would be charged at our current hourly rate and materials charges. All consumable items as defined by the equipment manufacturer are excluded & are chargeable

 

 

 

Software Specific Terms & Conditions of Sale

WHILE THIS AGREEMENT IS IN FORCE:
CUSTOMERS ENJOY ALL OF THE FOLLOWING BENEFITS:

 

ACCESS TO OUR HELP DESK

Available to help with any queries or problems that you may have in the operation of the Supported Software.
In the event that telephone communication or our remote diagnostic service fails to resolve the problem, then Ascot Business Solutions Ltd will arrange for a specialist to visit your site in line with the support schedule Agreement terms and conditions.

The software helpdesk is open from 9.00am to 5.30pm Monday to Thursday and 9.00am to 4.00pm on Friday excluding bank holidays and other public holidays, and can be contacted through Ascot Business Solutions Limited Head Office main switchboard number 0845 3510570 or via email.

This agreement provides a standard “8 + 8” response / repair matrix, offering 8 hour response and 8 hour repair target times. These target hours are based on standard working hours

 

ONSITE SUPPORT

 

If Ascot Business Solutions Ltd assesses it to be appropriate, an onsite support call will be arranged. This includes all labour associated with required software support of the software application. This does not cover call-outs, which are the result of problems arising from changes you have made, problems with the software caused by the failure of your systems or other software, administrative issues (including loss of data) or assistance with issues which are dealt with during training. Under these circumstances, and to assist you in the resolution of the problem, we may propose a course of action, for which a charge may be applicable.

Ascot Business Solutions Ltd warrants that support will be provided by appropriately qualified and trained personnel.

 

FREE WITHIN VERSION UPDATES

 

Free updates within the version of the Supported Software you have purchased will be provided either to resolve a problem, during a call-out service or upon your request. If the update is at your request and is unrelated to an outstanding fault, a labour charge will be levied.

 

ADDITIONAL END-USER TRAINING

 

Extra training can be purchased at a preferential rate.

 

SOFTWARE SUPPORT AGREEMENT

 

Unless otherwise specified separately within the comments section of this Agreement, the duration of this Agreement is for a 12 month period and will continue for a further 12 month period from the anniversary unless cancelled by either party giving 90 days notice in writing.

Unless otherwise specified in the Order or otherwise agreed to in writing by Ascot Business Solutions Ltd, the Software Support Agreement shall only apply in relation to the current and immediately preceding release version of the Software.

For the avoidance of doubt, the Software Support Agreement includes the provision by Ascot Business Solutions Ltd of within version updates or such like, then such updates shall be supplied subject to the same terms as those on which the Supported software application was supplied by Ascot Business Solutions Ltd.

For the avoidance of doubt, the Software Support Agreement does not include the provision of any improvements, enhancements, modifications or changes of any nature whatsoever required for any

other software (including any other item of the Supported Software) as a result of provision of the Software Support Agreement.

For the avoidance of doubt, Ascot Business Solutions Ltd shall have no responsibility for the costs of any changes to the Customer’s System (whether of a hardware or of a software nature) which may be required to install or use corrections, modifications, enhancements, file extensions or new releases of the software.

 

DUTIES OF CUSTOMER

 

The Customer shall:
Liaise and co-operate fully with Ascot Business Solutions Ltd in relation to the Software Support Agreement and to this end make available to Ascot Business Solutions Ltd, if required, appropriately skilled employees who are familiar with the Customer’s operations.

At all reasonable times provide full and free access to the Supported Software and the Authorised Processor to Ascot Business Solutions Ltd, its employees and agents and provide them with adequate working space and, at its own expense, such telecommunication facilities as are reasonably required to enable the Ascot Business Solutions Ltd Support personnel to contact Ascot Business Solutions Ltd Head Office or Support Centre. In particular, the Customer shall ensure that the Ascot Business Solutions Ltd employee is not delayed in gaining access to the Supported Software and / or the Authorised Processor due to any act, neglect or default on the part of or attributable to the Customer.

Notify bugs and errors in the Supported Software promptly to Ascot Business Solutions Ltd.

Not alter, modify, or enhance the Supported Software or merge it with other software save pursuant to routine maintenance activities as advised by Ascot Business Solutions Ltd or following other instructions from or authorisation by Ascot Business Solutions Ltd.

Appoint a key operator or supervisor to be responsible for contact with Ascot Business Solutions Ltd.
As the end user of the Supported Software you will necessitate a number of maintenance and user guidelines to be taken:

Use the inbuilt Maintenance Tools, to be run periodically or otherwise, as recommended by Ascot Business Solutions Ltd personnel.

Folder sizes should not to exceed that of CD or DVD media, which are easily transportable, typically for the purpose of backup and removal off site.

Ensure that regular data backups are performed.

Failure to carry out and/or follow the recommended guidelines may result in additional charges being levied if we are required to repair a fault that is in relation to these guidelines not having been followed.

 

EXTRA CHARGES

 

In the event:

The Customer has breached or in breach of any of the provisions of this agreement (including, without limitation, the Software Licence Terms and Conditions or the Support Agreement Terms and Conditions) or the agreement under which the Supported Software was supplied, or the Serviced Software requires maintenance or an increase in normal support time by reason of the fault or negligence of the Customer, it’s employees or agents, the fault or failure of any other software or other item not comprised in the Supported Software Application or for any reason other than normal use: then if Ascot Business Solutions Ltd, in it’s sole discretion, provides support services for any item of the Supported Software Application, Ascot Business Solutions Ltd shall have the right to levy such additional charges as Ascot Business Solutions Ltd shall deem reasonable.

 

The aforesaid right is without prejudice to any other rights which Ascot Business Solutions Ltd may have including, without limitation, termination or suspension of the provision of the Support Agreement.

For non-mainland UK customer sites where it is deemed necessary for a technical visit to take place You agree to pay any additional expenses incurred by Ascot Business Solutions Ltd, such as for flights and hotel costs if required.

 

 

 

Hardware Specific Terms & Conditions of Sale

 

1. In consideration of payment by the Customer of the premium shown in the Schedule hereto the Company shall maintain in good working order the supported equipment referred to in the Schedule upon the following terms and conditions.

MAINTENANCE

2(a). The Customer shall notify the Company promptly whenever the supported equipment is not in good working order.

 

2(b). The Company shall arrange, at times convenient to the Customer and the user of the equipment, and at no further charge, for the supported equipment to be cleaned, checked, lubricated, adjusted, and repaired as necessary during a Scheduled Preventative Maintenance call during the contract duration.

 

2(c). This agreement provides a standard “8 + 8” response / repair matrix, offering 8 hour response and 8 hour repair target times. These target hours are based on standard working hours.

 

2(d). Additional repair calls will be made at no extra charge during normal working hours, (Monday to Friday). 
                 
2(e). Original manufacturers replacement parts will be fitted free of charge, under the terms and conditions
of this agreement.

2(f). The Customer must quote the contract number to the service engineer when he calls.

 

2(g). Where a machine fault or damage, to the supported equipment is a result of the use, by the Customer of unsuitable or un-approved parts or supplies, all costs incurred will be charged extra to the contract.

EXCLUSIONS

 

3(a). Replacement by the Company of paper, toner, lamps, lenses, glass items, print drums, fuser rollers and (Roller Exchange Kits, applicable to certain scanner models, such as the DR2080, DR6080, 9080 etc.) which are deemed as consumables as defined in the manufacturer’s user guide and are excluded from this agreement.  

3(b). Overhauls necessitated by normal depreciation of the supported equipment are not covered by this Agreement. When such overhauls are required, an estimate of charges will be submitted for Customer approval before such work is started. 'Overhaul' refers to general reconditioning of the mechanical and/or electrical portions of the supported equipment. Replacement of parts that in the opinion of the Company cannot be conveniently carried out on the Customers premises may incur extra charges.

 

3(c). The Company will not be liable to repair any damage (whether by accident or otherwise) resulting from fire, flood, accidents, explosion, tempest, theft, or acts of God or the misuse of or neglect of or unauthorised additions to the equipment or the inspection, adjustment, modification, or repair of the equipment by persons not in the employ of the Company. The Company shall also not be liable for any failure to carry out maintenance arising from circumstances not within its immediate control including industrial action or labour disputes of any kind.

 

3(d). The Agreement excludes the cost of moving equipment from one location to another, which may at the discretion of the Company be charged as an extra. The cost of any damage caused either directly or indirectly to the equipment as a result of any relocation by the Customer is not covered under this agreement.

 

3(e). Whilst at all times the Company will make every effort to provide the quickest possible service and maintain adequate stocks of spare parts, the Company cannot accept responsibility for delay caused by non-availability of components from the manufacturers.

CHARGES
                             
4. The premiums at the rate specified in the Schedule are payable at the commencement of the Agreement and shall apply for a period of twelve calendar months from the date of the Agreement and are due for payment within thirty days from date of invoice.       

 

NOTICE OF TERMINATION

5. This agreement may be terminated by either giving 90 days notice in writing prior to the anniversary date

 

5(a). The Company reserves the right to terminate the Agreement if goods or service charges are not paid for within 45 days of date of invoice.

 

OTHER CONDITIONS
                                            
6. The Agreement is not transferable without the written consent of the Company and shall remain in force for one year from its date unless terminated sooner.

 

DUTIES OF CUSTOMER

 

The Customer shall:

 

7. Liaise and co-operate fully with the Company in relation to the equipment, and to this end make available to the Company, if required, appropriately skilled employees who are familiar with the Customer’s operations.

 

At all reasonable times provide full and free access to the Supported Equipment to the Company, its employees and agents and provide them with adequate working space and, at its own expense, such telecommunication facilities as are reasonably required to enable the Company’s Support personnel to contact the Company’s Head Office or Support Centre. In particular, the Customer shall ensure that the Company’s employee is not delayed in gaining access to the Supported Equipment due to any act, neglect or default on the part of or attributable to the Customer.

Appoint a key operator or supervisor to be responsible for contact with the Company.

 

EXTRA CHARGES

 

In the event:

 

8. The Customer has breached or in breach of any of the provisions of this agreement under which the equipment was supplied, or the Serviced equipment requires maintenance or an increase in normal support time by reason of the fault or negligence of the Customer, it’s employees or agents, the fault or failure of any other software or other item not comprised in the supported equipment agreement, or for any reason other than normal use: then if the Company, in it’s sole discretion, provides support services for any item of equipment, The Company shall have the right to levy such additional charges as the Company shall deem reasonable.

 

9. For non-mainland England, Wales and Scotland customer sites where it is deemed necessary for a technical visit to take place the Customer agrees to pay any additional expenses incurred by the Company, such as for flights and hotel costs if required.