Terms and Conditions

SYSTEMS SECURE Security Ltd

TERMS AND CONDITIONS OF SALE

PRELIMINARY

Systems Secure Ltd (“SYSTEMS SECURE”) contracts subject to the terms and conditions set out below. No additions or modifications thereof shall form part of the contract unless accepted by SYSTEMS SECURE in writing. These terms and conditions shall override and take the place of other terms and conditions in any document or other communication of/with the Customer used in concluding the contract with SYSTEMS SECURE.

In these conditions the equipment means any equipment, machinery, parts, spares, software, services and any other goods supplied by SYSTEMS SECURE.

Systems Secure Ltd – company number 07118478, VAT number GB 986 3811 75 has its registered office at the trading address, 6 The Meadow, Copthorne, West Sussex. RH103RG

Please refer Book a Cyber Security Consultation | Systems Secure UK for contact information and directions to our office.

TIME

(a) Any period or times stated for delivery or for compliance with any other contractual obligations of SYSTEMS SECURE are estimates only and in any event SYSTEMS SECURE accepts no responsibility for loss or damage resulting from delay or failure to notify the Customer of any such delay.

(b) Changes in specification or additional work or revised instructions relating to any aspect of the contract will entitle SYSTEMS SECURE to vary any estimates of price and/or time for completion of the contract.

PRICES

Unless otherwise specified prices are for delivery at SYSTEMS SECURE’s offices and are subject to SYSTEMS SECURE’s right to increase any price to take account of delivery charges, insurance costs, special handling charges (if any) and/or packaging charges (if any), agreed changes in the Specifications or changes in any taxes, duties or levies charged on or in relation to the equipment or goods, materials or services used on or in relation to this contract and/or any extra costs or expense incurred by SYSTEMS SECURE as a result of site conditions, delays, interruptions, lack of information, changes in exchange rates and/or without limitation any other factors beyond SYSTEMS SECURE’s control.

DESPATCH AND DELIVERY

(a) Unless otherwise agreed in writing delivery of the equipment will be ex-works.

(b) Where despatch is delayed through the Customer’s unwillingness or inability to arrange carriage or to make any payment due prior to despatch SYSTEMS SECURE may effect delivery of the equipment by giving written notice that it is ready for despatch.

(c) If the equipment is stored by SYSTEMS SECURE at the customer’s request or after notice has been given that the equipment is ready for despatch the Customer shall reimburse SYSTEMS SECURE for all costs and expenses of storage (including any necessary transit costs and insurance).

SHIPMENT

(a) The Customer shall be responsible for inspecting the equipment on arrival and shall notify SYSTEMS SECURE immediately if there is any damage, discrepancy or shortage or within 7 days after receipt of notice of despatch in the event of non-arrival.

(b) The Customer specifically authorises SYSTEMS SECURE to make any such contract of carriage and/or insurance on behalf of the Customer as SYSTEMS SECURE considers necessary and SYSTEMS SECURE will be under no obligation to notify the Customer thereof so as to enable the Customer to insure the equipment during transit (if any). The Customer shall be responsible for complying with all conditions and requirements of the carriers.

RETENTION OF TITLE

(a) SYSTEMS SECURE and the Customer expressly agree that until SYSTEMS SECURE has been paid in full for the equipment comprised in this or any other sales contract between them and that all outstanding amounts due to SYSTEMS SECURE from the Customer or any associated or subsidiary or holding company of the Customer or from any director or shareholder of the Customer or any other such company:-

(i) the equipment shall remain the property of SYSTEMS SECURE and the Customer, as bailees of them for SYSTEMS SECURE will store the same for SYSTEMS SECURE in a proper manner without charge and in such a way that the equipment is clearly identified as being the property of SYSTEMS SECURE, notwithstanding that the risk therein shall pass to the Customer as provided herein.

(ii) at any time SYSTEMS SECURE may recover from the Customer the equipment remaining in the Customer’s possession, and for the purpose thereof may enter upon any premises of or occupied by the Customer or any third party (with the consent of that third party).

(iii) the Customer has the right to dispose of the equipment in the course of its business for the account of SYSTEMS SECURE and to pass good title to the equipment to their customers being bona fide purchasers for value without notice of SYSTEMS SECURE’s rights.

(iv) in the event of such disposition the Customer, and its Director(s) (if a Limited Company) have the fiduciary duty to account to SYSTEMS SECURE for the proceeds thereof but may retain therefrom an excess of such proceeds over the amount outstanding to SYSTEMS SECURE under this or any other sales contract between them and for all outstanding amounts due to SYSTEMS SECURE from the Customer or any associated or subsidiary or holding company of the Customer or from any director or shareholder of the Customer of any other such company.

(b) The risk in the equipment shall pass to the Customer on despatch; thereafter the Customer shall be responsible for the satisfactory care and protection of the equipment.

PAYMENT

(a) Unless otherwise agreed in writing the price (including VAT where applicable) must be paid within 30 days of the invoice date.

(b) In no case shall any dispute concerning any item or separate part of the equipment or work or any further contractual obligation of SYSTEMS SECURE to the Customer affect the Customer’s obligation in respect of payments for other parts if any part or instalment of the price is not paid when due, or work on the equipment is held up for any reason attributable to the Customer, or the Customer incurs bankruptcy, insolvency, liquidation or the appointment of a Receiver, the full price of the equipment less any sums already paid in respect of the equipment and/or work done by SYSTEMS SECURE shall immediately become due and payable by the Customer and SYSTEMS SECURE may at its option cancel the contract or cancel or suspend despatch.

(c) Without prejudice to any other right of SYSTEMS SECURE all overdue payments shall carry interest at the rate of two per cent above the then current Bank of England base lending rate per month on the amount or amounts for the time being outstanding.

(d) In the event that the Customer does not take delivery of the whole quantity of the goods which are the subject of any contract to which these conditions apply on the date or within the time laid down by such contract then, without prejudice to any other remedy available to SYSTEMS SECURE, any discount or other allowance in respect of quantities of goods ordered which is or would be otherwise allowed to the Customer shall be recalculated to the level of goods or services actually accepted by the Customer.

WARRANTIES

(a) Equipment supplied by SYSTEMS SECURE is supplied with the benefit of any warranties provided by the producer.

(b) If such a defect arises within the warranty period in respect of the equipment or one or more of its component parts SYSTEMS SECURE will at its option, either repair or replace the defective equipment or component provided that:-

(i) SYSTEMS SECURE is notified of the defect within 14 days of the time the Customer becomes, or ought reasonably to have become aware of the defect, and in any event within the warranty period; and, (where SYSTEMS SECURE elects to investigate the defect at its repair facility, as opposed to an on-site investigation),

(ii) the Customer obtains appropriate authorisation from SYSTEMS SECURE for the return of the relevant equipment, which SYSTEMS SECURE will issue if its technical support department has been unable to correct the defect within 7 days of SYSTEMS SECURE receiving notification;

(iii) the risks and any cost of de-installation and transportation of the defective equipment to SYSTEMS SECURE’s repair facility shall be borne by the Customer, and any cost of return transportation and re-installation shall be borne by SYSTEMS SECURE. If SYSTEMS SECURE reasonably determines that the equipment is not defective the customer shall reimburse SYSTEMS SECURE for any costs of transportation or re-installation.

(c) Software supplied by SYSTEMS SECURE is either the equipment producer’s own software, or third party software. SYSTEMS SECURE does not warrant any software, and the only warranties which attach to it are those given by the producer of the software.

(d) Disputes in quality or dimensions of any one delivery shall not be a ground for cancellation of the outstanding part of the order, agreement or contract.

(e) The warranty given by SYSTEMS SECURE above shall not apply if:-

(i) The repair or replacement of a part or parts is required because of accident, neglect or misuse of the equipment by the Customer or interference with the equipment by persons other than SYSTEMS SECURE’s engineers, or

(ii) There are used in the equipment supplies from sources which have not been authorised by SYSTEMS SECURE.

PERFORMANCE DATA

Any performance figures quoted or referred to in any specification or other document used in concluding a contract are estimates only, based on assumed conditions in a well managed office with experienced, adequate and efficient operators and efficient services, and proper use of satisfactory materials.

SPECIFICATION

SYSTEMS SECURE reserves the right on the sale of any equipment to make before delivery any alteration to or departure from the specification or design of the equipment details overleaf provided that it shall not to a material extent adversely affect the performance of the equipment or the quality of the workmanship or the materials used. All specifications, drawings and technical documents issued by SYSTEMS SECURE either before or after conclusion of the contract are issued solely for the Customer’s use in connection with the equipment and shall not be copied reproduced or communicated to any third party without express consent in writing.

FORCE MAJEURE

SYSTEMS SECURE shall:-

(i) in any event not be liable for loss or damage, and

(ii) be entitled to cancel or rescind the contract.

If the performance of its obligations under the contract is in any way hindered or prevented by any cause whatsoever, beyond its control including but not limited to the delays or defaults of suppliers or the default of any sub-contractor, war, act of God, strike, lock-out, trade dispute, flood, accident to plant or machinery, shortage of materials or labour.

CANCELLATION

No contract or order may be cancelled without SYSTEMS SECURE’s written consent. In the event that cancellation is agreed for whatever reason the Customer shall indemnify SYSTEMS SECURE against all costs, claims, loss and expenses occasioned thereby including any consequential loss and loss of profits.

EXCLUSIONS AND LIMITATIONS

13.1 SYSTEMS SECURE shall not be liable to the customer in connection with or arising out of the subject matter of these conditions, expect to the extent that the loss or damage results from misrepresentation, the negligence of, or breach of contract or other default by SYSTEMS SECURE, its agents or contractors, in which case such liability shall be subject to the exclusions and limitations expressed in these conditions.

13.2 SYSTEMS SECURE does not, and nothing stated in this Clause 13 shall be construed or be deemed as operating to, exclude or restrict its liability in damages or otherwise.

13.2.1 For death or personal injury to the extent that such liability results from the negligence of SYSTEMS SECURE or its employees, agents or contractors, or

13.2.2 For breach of the obligations arising from Section 12 of the Sale of Goods Act 1979 (as amended from time to time);

13.2.3 Under the Consumer Protection Act 1987, but to the extent only that SYSTEMS SECURE is prohibited by law from seeking to restrict or exclude its liability thereunder.

13.3 SYSTEMS SECURE’s liability for any loss or damage which shall include without limitation costs and expenses related to any claim, however caused, in connection with or arising out of the subject matter of these conditions, will:-

13.3.1 in the case of direct physical damage to any tangible property (other than the equipment) to the extent it results from the negligence of SYSTEMS SECURE, or of its employees, agents or contractors, be limited in respect of any one claim or series of claims arising out of the same event or circumstances, to £2m.

13.3.2 in the case of any other claim or series of claims arising out of the same event or circumstances these shall be limited to the amount of the price payable by the Customer pursuant to the Contract governed by these conditions (excluding VAT thereon).

13.4 Notwithstanding Clause 13.3 above, SYSTEMS SECURE shall not be liable to the customer or to any other person for:-

13.4.1 loss of use, operating time, contracts, business, profits, goodwill, revenue, anticipated savings or any other like economic loss, however caused;

13.4.2 any indirect or consequential loss or damage however caused;

13.4.3 any loss or damage to any intangible property (including but not limited to loss of programmes or data) or for any inconvenience caused to the customer, however caused.

13.4.4 any claim, unless made with reasonable details in writing to SYSTEMS SECURE no later than 2 months (or such longer period as may be reasonable in the circumstances) after the date the claimable event first comes or ought reasonably to have come to the notice of the customer, its employees, agents or contractors.

13.5 The term “however caused” shall mean arising by reason of breach of contract, misrepresentation, negligence or other tort, breach of statutory duty or other wrongful act, omission (whether deliberate or not) or otherwise, however fundamental the result.

13.6 Notwithstanding any other provisions herein, all exclusions and limitations of liability contained in these Conditions shall apply to all liabilities of SYSTEMS SECURE under or in connection with or in relation to the subject matter of these conditions and regardless of whether or not the loss or damage was foreseeable, and of whether the Customer notifies SYSTEMS SECURE of the possibility of any greater loss or damage, and shall apply only so far as is permitted by law.

13.7 The customer agrees to indemnify SYSTEMS SECURE at all times hereafter against all claims, demands, costs and expenses in excess of the liability expressly accepted by SYSTEMS SECURE hereunder.

13.8 No representation of fact, oral or written, including but not limited to statements regarding the capacity, suitability for use or performance of the equipment, whether made by SYSTEMS SECURE, its employees or otherwise, shall be deemed to be a warranty by SYSTEMS SECURE for any purpose, or give rise to any liability of SYSTEMS SECURE whatsoever, unless made by SYSTEMS SECURE in writing.

13.9 Save as set out in these conditions, all other express or implied terms, conditions and warranties (whether statutory or otherwise) including without limitation, terms as to satisfactory quality and fitness for purpose are hereby excluded to the fullest extent permitted by law.

13.10 Where any valid claim in respect of any of the equipment which is based on any defect in the quality or condition of the equipment or its failure to meet specification is notified to SYSTEMS SECURE in accordance with these conditions, SYSTEMS SECURE shall be entitled to repair or replace the equipment (or the part in question) free of charge or at SYSTEMS SECURE’s sole discretion, refund the customer the price of the equipment (or a proportionate part of the price) but SYSTEMS SECURE shall have no further liability to the customer.

13.11 The customer acknowledges that it has had the opportunity to negotiate different terms of these conditions.

DATA PROTECTION ACT

14.1 Personal Data (as defined in the Data Protection Act 1998, or any amendment or re-enactment thereof) in respect of a Customer which is obtained in the course of any Contract to which these Terms and Conditions relate, will be held on SYSTEMS SECURE’s computer system, and may be used by SYSTEMS SECURE for the purposes of assessing the level of credit which should be extended to the Customer. The information may also be used for the future marketing of related products and services, unless the subject of the Personal Data gives SYSTEMS SECURE notice in writing to the contrary.

14.2 Personal Data will be used only for the purposes stated, and information held will not be disclosed to any third party, save where permitted by law or to protect against fraud or after obtaining the Customer’s consent.

14.3 These uses of Personal Data are covered by SYSTEMS SECURE’s registration under the Data Protection Act, and a Customer may obtain copies of the Personal Data held by SYSTEMS SECURE upon payment of the prescribed fee.

CUSTOMER RESPONSIBILITIES

Customer shall, at its expense, prepare and maintain the site where the equipment will be used in accordance with the published specifications for operating environment, and perform such tasks set forth in an Order for the equipment. Where title to the equipment remains with SYSTEMS SECURE, customer will arrange such insurances and guarantees as are necessary to safeguard SYSTEMS SECURE’s property whilst it remains on the customer site.

LAW

This contract shall be subject to and construed in accordance with the laws of England in any respects as an English contract subject to the jurisdiction of the English Courts. The uniform laws of international sales shall not apply. The undersigned agrees to abide by the foregoing terms and conditions, and has the authority to do so on behalf of their respective company.

PROFESSIONAL SERVICES INSTALLATIONS

17.1 Professional Services days are valid for 6 months from the date of order, after which they expire, but will remain payable and be invoiced accordingly.

17.2 Expenses incurred during professional services engagements will be recharged at cost unless specifically stated otherwise in the quotation. Expenses might typically include (but are not limited to) travel, accommodation and subsistence.

17.3 Should the customer request a change or cancellation to the confirmed installation date(s) at short notice, then the following charges will apply:

If between 5 and 10 business days’ notice of any cancellation or postponement is given by the customer, the customer agrees to pay 50% of the installation fees for the postponed/cancelled day(s).

If fewer than 5 business days’ notice of any cancellation or postponement is given by the customer, the customer agrees to pay 100% of the installation fees for the postponed/cancelled day(s).