Terms of Service
- Definitions
| “BTI “ | BTI Computer Systems (UK) Limited and any subsidiary or associated company thereof. |
| The “Customer” | The Person or Company who has purchased the product or service. |
| The “Equipment” | The Product(s) or Services to be supplied by BTI. |
| The “Equipment Price” | The Price agreed by quotation or stated on the BTI Website www.bticomputer.com for the Sale, Installation and/or Support of the Equipment. |
| The “Location” | The address at which the Equipment is to be Delivered or Installed. |
| The “Installation Date” | The date that the equipment is Delivered to the Customer and if required is installed and demonstrated to be functional. |
| “Product Warranty” | The warranty given in respect of the Equipment. |
- Formation of Contract
- All quotations are made, and all orders are accepted subject to these Conditions. All other terms, conditions or warranties whatsoever are excluded from any contract between the parties unless expressly accepted by BTI in writing by a director or authorised officer.
- Quotations shall be available for acceptance for a maximum period of thirty days from the dates of them but without prejudice to clause 3.3 may be withdrawn by BTI within such period at any time by written or oral notice.
- If any statement or representation has been made to the Customer by BTI or its employees, officers or agents upon which the Customer relies then the Customer must set out that statement or representation in a document to be attached to or endorsed upon the order and in any such case BTI may accept or reject the order or submit a new quotation. In the absence of such statement being attached to or endorsed upon the order the parties acknowledge that such statement has no contractual force and it is further acknowledged that no such statements have been relied upon by the Customer in entering into the Contract. Nothing herein shall be deemed however to exclude the liability of BTI for representations made fraudulently.
- Prices
- All prices are, unless otherwise stated in writing, quoted net exclusive of VAT.
- In the event of any alteration been requested by the Customer to the Equipment prior to the Installation Date and agreed by BTI or in the event of any delay or suspension of work due to the instructions or lack of them from the Customer BTI shall be entitled to make a reasonable adjustment to the price to cover all increases in costs resulting from the alteration or arising due to the delay or suspension of work.
- Quoted prices for the price of the Equipment are subject to review/increase in the event of any increase in the cost of labour, materials and/or overheads or where due to any factors or circumstances which are beyond the control of BTI. BTI shall, if practicable, give prior written notification of any increase in the quoted price prior to delivery.
- Payment
- Unless otherwise agreed by BTI in writing the Equipment Price shall be due in full on delivery subject to the terms on the Invoice.
- BTI shall be entitled to submit its invoice with its delivery advice note or at any time afterwards save that where delivery and/or installation is postponed at the request of or by the default of the Customer then BTI may submit its invoice at any time after the Equipment is ready for delivery and/or installation or would have been ready in the ordinary course but for the request or default on the part of the Customer and such invoice shall be immediately payable by the Customer.
- No dispute arising under the Contract nor delays beyond the reasonable control of BTI shall interfere with prompt payment in full by the Customer.
- In the event of default in payment by the Customer to BTI of any sums due hereunder BTI shall be entitled, without prejudice to any other right or remedy, to suspend all further work under this Contract or any other contract between the parties without notice and to charge interest on any amount outstanding at the rate of 4% per annum above the Base Rate of Barclays Bank plc in force at the time when payment was due.
- Delivery
- Any agreed date for delivery and/or commissioning is given as accurately as possible and shall where feasible be met but is not guaranteed and accordingly the Customer shall have no right to damages or to cancel this Contract simply by virtue of failure by BTI to deliver on any agreed specified date. BTI shall use all reasonable endeavours to procure that delivery is made on the agreed date and shall notify the Customer if this is not possible for any reason. The Customer shall be entitled to exercise a right to terminate the Contract in the event of a delay exceeding any specified delivery date of more than ninety days whereupon all obligations on the parties shall end without thereby incurring any liability on either party for the payment of damages or other remedy to the other party.
- The date of delivery and/or commissioning shall in every case be dependent upon prompt receipt of all necessary information, final instructions or approvals from the Customer. Alterations by the Customer in design, specifications or quantities required may result in delay in delivery.
- Failure by the Customer to take delivery of or to make payment in respect of the Equipment shall entitle BTI to treat the whole Contract as repudiated by the Customer.
- BTI will endeavour to comply with the reasonable requests by the Customer for postponement of delivery but shall be under no obligation to do so. Where delivery is postponed, otherwise than due to default by BTI, the Customer shall pay all costs and expenses, including a reasonable charge for storage and transportation so occasioned and payment for the Equipment shall be made in accordance with Condition 4.3.
- Installation and Delivery
- The Customer shall provide and at all times maintain a suitable installation environment at the Location for the Equipment.
- BTI shall provide all tools and labour necessary to effect the installation of the Equipment and the Customer shall provide reasonable access to the Location, all necessary services and facilities including electrical power and the use of a telephone and obtain all necessary consents to enable the installation to be effected lawfully and expeditiously.
- The Customer shall permit BTI, its employees and agents to have such access to the other hardware, software and data of the Customer in conjunction with which the Equipment is to be used for the purpose only of carrying out its obligation hereunder.
- All work people provided by the Customer to assist BTI shall in all respects remain the employees of the Customer.
- The Customer shall insure to the full value thereof and provide adequate protection for all machinery, tools and materials of BTI and the Equipment on site during the course of the installation against all loss or damage howsoever caused otherwise than by reason of the neglect of the default of BTI, its employees, sub-contractors or agents.
- If BTI incurs extra costs either in the performance of the Contract by reason of the Customer’s instructions or lack of instructions, interruptions, delay, overtime, unusual hours, mistakes or work for which BTI is not responsible or in keeping any of BTI’s employees on site after completion of the installation BTI may increase the Equipment Price accordingly to recoup its additional costs.
- Documents and Training
- BTI shall prepare and provide the Customer with one copy of the set of operating documents containing sufficient information to enable the Customer to make full and proper use of the Equipment.
- BTI shall provide a basic functional operating training course at the Location on the Installation Date for two representatives of the Customer. Additional training will be provided where required at BTI’s usual and current rate.
- Risk and Title
- Risk shall pass to the Customer so that the Customer is responsible for all loss, damage or deterioration to the Equipment when the Equipment or a relevant part thereof arrives at the Location.
- Title to the Equipment or any relevant part thereof shall only pass to the Customer upon the happening of one of the following events.
- The Customer has paid to BTI all sums due from it to BTI under this Contract and under all other contracts between BTI and the Customer including (for the avoidance of doubt) any sums due under contracts made after this Contract whether or not the same are immediately payable, or
- When BTI serves on the Customer notice in writing specifying that title in the Equipment of such part thereof has passed.
- BTI may recover equipment in respect of which title has not passed to the Customer upon reasonable notice and the Customer hereby licences BTI, its officers, employees and agents to enter upon any premises of the Customer upon reasonable notice for the purposes of either satisfying itself that Condition 8.4 below is being complied with by the Customer or of recovering any Equipment in respect of which title has not passed to the Customer.
- Until title to the Equipment has passed to the Customer pursuant to the terms of this Condition 8 it shall possess the Equipment as a bailee of BTI on the terms of this Contract. If BTI so requires, the Customer shall store the Equipment separately from other goods and shall ensure that it is clearly identifiable as belonging to BTI.
- Cancellation
- Cancellation will only be agreed to by BTI on condition that all costs and expenses incurred by BTI up to the time of cancellation and all loss of profit and other loss or damage resulting to BTI by reason of such cancellation will be paid forthwith by the Customer to BTI.
- Equipment returned to BTI without BTI’s consent will not be accepted for credit.
- Performance and Warranty
- The information contained in the advertising, sales and technical literature issued by BTI may be relied upon to be accurate in the exact circumstances in which it is expressed otherwise any illustrations, performance details, examples of installations and methods of assembly and all other technical data in such literature are based on experience and upon trials under test conditions and are provided for general guidance only. No such information or data shall form part of the Contract unless the Customer shall have complied with Condition 2.4 hereof relating to statements and representations.
- BTI warrants subject to clause 10.4 that the Equipment is reasonably fit for the purpose of the Customer so far as the purpose has been made known to BTI in writing and recorded overleaf and is of satisfactory quality but all other warranties and conditions as to the quality of the Equipment or its ability to perform specific functions are expressly excluded from this Contract.
- The Customer shall rely upon the terms of maintenance cover, if any, provided under BTI’s Maintenance Conditions to resolve any fault or defect in the Equipment following the expiry of the Warranty Period specified in clause 10.4 and shall not be entitled so long as BTI performs its obligations in respect of the said cover to any other remedy for such fault or defect.
- Unless otherwise agreed by BTI in writing, if within the period of twelve months from the Installation Date the condition of the Equipment (excepting the Software comprised therein to which the Warranty Period shall be three months) is found to be such as might or would, subject to these Conditions, entitle the Customer to reject the Equipment, claim damages or repudiate the Contract the Customer shall not then do so but shall first ask BTI to repair or supply satisfactory replacement Equipment and BTI shall thereupon be entitled at its option:
- To replace the Equipment or any part thereof as the case may be; or
- To seek to repair the defective Equipment and to furnish the Customer with temporary replacement equipment as the case may be and, if BTI does so replace the Equipment or repairs the same, the Customer shall be bound to accept the replacement or the repairs and BTI shall be under no liability in respect of any loss or damage whatsoever arising from the initial delivery of defective Equipment or from the delay before replacements are delivered or repair is effected.
- The above warranties are subject to the exclusions set out in clause 13.
- Faulty parts or items of the equipment will be replaced by BTI on an exchange basis at no extra charge and parts so replaced will become the property of BTI.
- The Customer will permit BTI, its employees and agents to have full access to the Equipment at all reasonable times for the purposes of inspection or the carrying out of remedial and preventative maintenance services to be provided by BTI hereunder. Failure or delay in allowing access shall entitle BTI to make an additional charge for waiting time incurred.
- During the continuance of the applicable Product Warranty the Customer shall:
- At all times keep the Equipment in the environmental conditions recommended by BTI.
- Not move the Equipment from the Location without obtaining the prior written consent of BTI.
- Use the Equipment only in accordance with such instructions and recommendations relating to the care and operation of the Equipment as may be issued by BTI or as may from time to time be advised in writing by BTI.
- Not allow any person other than BTI’s representatives to adjust, maintain, replace or repair any part of the equipment; and
- Not impose on the Equipment any undue, improper or unusual strain by excessive loading or otherwise.
- The Customer shall be responsible for the maintenance, repair or provision of the telephone equipment and electrical wiring or circuits connecting the Equipment to the telephone or the electricity supply in a safe and efficient working condition.
10.10.The Customer shall take all steps as may be necessary to ensure the safety of any of BTI’s representatives who visit the Location.
- Liability
- BTI shall indemnify the Customer and keep the Customer fully and effectively indemnified against any injury to or death of any person caused by any negligent act or omission or wilful misconduct of BTI or its employees, agents or sub-contractors arising during the course of their employment/engagement.
- BTI shall indemnify the Customer and keep the Customer indemnified against loss or damage to any property or any direct financial loss caused by defects in the equipment or any negligent act or omission or wilful misconduct of BTI or its employees, agents or sub-contractors arising during the course of their employment/engagement. BTI’s liability whether in respect of one claim or the aggregate of various claims (other than claims under Condition 11.1) shall not exceed the total amount of insurance cover maintained from time to time by BTI in respect of the type of loss or damage which is the subject of any claim which BTI shall notify to the Customer at the time the Contract is made or (if higher) the Contract Price. The Customer agrees to arrange its own insurance to cover claims in excess of such amount.
- Notwithstanding anything else contained in these Conditions BTI shall under no circumstances be liable to the Customer for loss of profits or contracts or for any other form of indirect or consequential loss whether arising from negligence, breach of contract or otherwise howsoever.
- The Customer shall, save where BTI shall have failed to exercise reasonable care in the manufacture and/or supply of the Equipment, fully indemnify BTI from and against all loss, damage, demands, expenses, claims, actions and proceedings which are incurred by BTI or threatened, demanded, brought or made against BTI by any person, firm or company or governmental or other authority in respect thereof together with all costs and expenses incurred in relation thereto.
- Confidentiality & Rights
- All drawings, documents, confidential records and other information supplied by either party are supplied on the express understanding that copyright is reserved to the originating party and that neither party shall, without the written consent of the other, either give away, loan, exhibit or sell any such drawings, documents, records or other information or extracts therefrom or copies thereof or use them in any way except in connection with the Equipment in respect of which they are issued.
- All intellectual property rights in the Equipment and the Software therein including but not limited to copyright, patents, trade mark, registered design, design and confidential information are owned by or licensed to BTI and all rights therein are specifically reserved to BTI. The Customer, on payment for the Equipment in full to BTI, is hereby granted a non-exclusive license on the terms of these Conditions to use the said intellectual property rights in the Equipment and shall not without the express permission of BTI in writing either sub-licence, assign, mortgage, charge, interfere with or disclose any of the intellectual property rights in the Equipment to third parties directly or indirectly howsoever.
- In the event that the Customer becomes aware of any infringement of BTI’s intellectual property rights in the Equipment it will immediately inform BTI of such infringement and give all reasonable assistance including but not limited to signing documents and joining in legal proceedings for the protection of those intellectual property rights in the Equipment. In the event that the Customer is threatened with any proceedings for alleged infringement of intellectual property rights of third parties arising out of the purchase and the use by the Customer of the Equipment then the Customer will notify BTI forthwith of such allegations and BTI may at its option take over the conduct of such proceedings at its cost.
- Exclusions to Warranty
- The Product Warranty shall not apply to any defect or malfunction in the Equipment which in BTI’s reasonable opinion has arisen as a result of:
- Electrical work external to the Equipment;
- Any error or omission relating to the operation of the Equipment.
- Any modification, adjustment or repair to the Equipment made by a third party without the written consent of BTI;
- The subjection of the Equipment by the Customer to unusual physical or electrical stress, neglect or misuse of the Equipment or any failure or fluctuation of electrical power, air conditioning, humidity control or other environmental controls; or
- Any other cause (except fair wear and tear) which is not due to the neglect or default of BTI.
- If on investigation BTI reasonably determines that any defect in or malfunction of the Equipment is a result of any of the matters referred to in Condition 13.1 the Customer shall be liable for all costs incurred by BTI in investigating the same and determining its cause.
- Termination
Without prejudice to any rights or remedies which either party may have against the other hereunder or to any subsisting obligations this Contract together with the Licence granted pursuant thereto may be terminated:
- Forthwith by either party on notice in writing to the other if the other party shall commit any breach of these Conditions or any other contract between the parties which if capable of remedy shall not be so remedied within ninety days of receipt of notice specifying such breach:
- forthwith by BTI by notice in writing to the Customer in any of the following events:
- The Customer shall become bankrupt or, under the provisions of section 123 of the Insolvency Act 1986, is deemed to be unable to pay its debts or compounds with creditors or in the event of a resolution being passed or proceedings being commenced for the administration or liquidation of the Customer (other than for a voluntary winding-up for the purposes of reconstruction or amalgamation) or if a Receiver or Manager is appointed of all or any of its assets or undertakings.
- non-payment by the Customer of any sums due to BTI either hereunder or pursuant to any other contract; or
- in accordance with the provisions of Condition 16 below.
- Assignment
The Customer may not assign this Contract nor any of its rights or obligations thereunder without the prior consent in writing of BTI which shall not be unreasonably withheld. BTI shall be entitled to reasonably withhold its consent if (inter alia) the proposed assignee of the contract is a person firm or company actively engaged in a competitive business to the business of BTI or is a member of any group of companies which is in competition with the business of BTI.
- Force Majeure
In the event of the performance of any obligation accepted by BTI under this Contract being prevented, delayed or in any way interfered with by either:
- direction of government, war, industrial dispute, strike, breakdown of machinery or plant, accident, fire or by any other cause beyond BTI’s control, or
- non-delivery by BTI’s supplier of the Equipment or any part thereof, BTI may, at its option, suspend performance or cancel its obligations under this Contract without liability for any damage or consequential loss resulting therefrom, such suspension or cancellation being without prejudice to BTI’s rights to recover all sums owing to it and costs incurred prior to the date of suspension or cancellation.
- Notices
Any notice to be served under this Contract shall be in writing and may be served on the party to which it is addressed at its registered office address, or, in the case of a party other than a registered company, to its principal place of business, either by delivering it or posting it Recorded Delivery or by email to [email protected]
- WaiverNo failure by either party to enforce its rights or pursue any remedy under this Contract shall be taken to be a waiver of such rights or remedy.
- Proper Law and Jurisdiction
This Contract is governed by English Law and the parties submit to the exclusive jurisdiction of the English High Court.
