Myriad Digital
Terms and Conditions
Myriad Digital
Terms and Conditions
Definitions
“Agreement” - the agreement between the Supplier and the Customer
pursuant to which any Products (including w3net Solutions) are supplied, and
which is signed by both parties.
“Invoice” - the invoice setting out the total fee payable (including
any VAT and any other charges) for the provision of the Products under the Agreement.
“Supplier” – Myriad Digital Group, its’ appointed agents,
sub-contractor or employee, that supply any Products (including w3net Solutions)
under the Agreement.
“Customer” – the company or person(s) that require the Products
(including w3net Solutions) provided by the Supplier under the Agreement.
“Products” – any goods, services or support services (including
w3net Solutions) provided by the Supplier to the Customer under the Agreement.
Point of Contract
1. If the Supplier shall accept an order for Products made by the Customer under
the terms of the Agreement, it shall list those Products and such list shall
be agreed and signed by the Customer. Such signature shall make the Agreement
valid.
Supplier’s Duties
1. In fulfillment of the order that is subject to the Agreement, the Supplier
shall take all reasonable steps as necessary to ensure the safety and confidentiality
of the Customer’s software, data and documents, including any software,
data or documents removed from the Customer’s premises for any purposes.
This includes any backup of the Customer’s software, data or documents
removed for off-site storage.
2. In fulfillment of the order that is subject to the Agreement, the Supplier
shall take all reasonable steps as necessary to ensure the security of the Customer’s
computer equipment and network, including not relaying the Customer’s
passwords to any third party, unless agreed to by the Customer. If the Supplier
is providing the Products under the Agreement on the Customer’s premises,
the Supplier shall not be responsible for the security of the Customer’s
premises.
3. The Supplier shall deliver the Invoice to the Customer within 7 days of completion
of the Agreement, to the Customer’s satisfaction.
Customer’s Duties
1. The Customer agrees to pay the Invoice or any outstanding amounts within
14 days of receipt of the Invoice.
Liability
1. The Supplier shall not be held liable for any loss or damages, whatsoever,
whether direct, indirect or consequential inclusive of (but not limited to)
loss of work time or productivity, financial loss, existing or prospective customer
base, computer or network access and/or loss or damage to property, equipment,
software, data or premises for any of the following reasons ( but not limited
to these only ) :
due to loss or change of any passwords or other security measures,
due to any unauthorized network or computer access by any party,
due to any virus infection of the Customer’s computers or network,
due to fire, water, electrical fault, smoke whether caused by the equipment
or not
due to any computer or network downtime caused by equipment failure, virus infection,
hardware or software failure, or due to any other causes or reasons whatsoever.
Where the Supplier accepts liability for any damages due to any deliberate or
negligent act on the part of the Supplier, the liability shall be limited as
specified in Clause 5 of this section.
2. Any Products supplied shall, where applicable, carry the standard manufacturer’s
warranty. The failure of any Product supplied by the Supplier shall be subject
to the terms of such warranty, and shall be replaced by the Supplier to the
extent that they may be replaced under such warranty. The Supplier shall only
be held liable or responsible for any failure of the Products supplied to the
extent that the failure of the Products can be shown to be the responsibility
of the Supplier. The Supplier is not responsible for the cost of labour or other
expenses incurred in repairing or replacing defective or non-conforming Products
unless it can be shown to be the responsibility of the Supplier.
3. The provision of Products is undertaken by the Supplier only after taking
into account factors including any limitations of the Customer’s current
computer network, system, software, applications or infra-structure; any other
technical or design limitations with new software or applications; compatibility
issues between hardware components and/or software components. Such limitations
shall be notified by the Supplier to the Customer and agreed. There is, however,
no guarantee that the system will perform as expected if the above factors have
any negative influence or effect on the system. Additionally, there is no guarantee
to any other company’s ability to enable their software and/or systems
to function correctly after integration. W3net Solutions Limited cannot be held
liable for any losses however occurring, including financial, goodwill, loss
of business or customer base or any other losses due to the failure of the Products
to function as expected due to the above factors.
4. Should any section or wording of this Agreement be held legally invalid,
then this shall not affect any other section, or wording of this Agreement,
which shall remain valid and binding.
5. Should the Supplier be held legally liable, for any reason whatsoever, then
the total of this liability shall not exceed the Invoice amount (or monthly
support amount in the month in which the liability arose), as specified in this
Agreement. The total liability for any death or injury caused by any negligent
or deliberate act of the Supplier, shall not exceed the amount of £500,
000, if it is proved that the death or injury was due to a deliberate or negligent
act on the part of the Supplier. The total liability for any damage to property
or equipment caused by any negligent or deliberate act of the Supplier, shall
not exceed the total cost to repair the actual damage, or replace the damaged
equipment if necessary, if it is proved that the damage was due to a deliberate
or negligent act on the part of the Supplier.
Force Majeure
1. The Supplier shall not be held liable for any loss or damages, whatsoever,
whether direct, indirect or consequential, and inclusive of (but not limited
to) loss of work time or productivity, financial loss, existing or prospective
Customer base, as a direct or indirect result of the Supplier being delayed,
prevented or hindered in the performance or meeting of any of its obligations
under the Agreement by reason of any circumstances beyond its control including
(but not limited to) an Act of God, fire, water, riots, strike, accident, etc.
General
1. All Products supplied, whether as new or replacement, shall remain the sole
property of the Supplier until the Invoice for the Products has been paid in
full. Only after all outstanding monies under the Invoice have been paid shall
ownership or entitlement pass to the Customer.
2. Until such time as the property in the Products supplied passes to the Customer,
the Customer shall hold all such Products as the Supplier’s and shall
keep the Products properly stored, insured and marked as the Supplier’s
property. Until that time the Customer shall be entitled to use the Products
during the normal course of business, but shall account to the Supplier for
any damage to the Products (excluding normal wear and tear), the proceeds of
sale or otherwise of the Products, whether tangible or intangible, including
insurance proceeds, and shall keep all such proceeds separate from any monies
or properties of the Customer or other third party.
3. Until such time as the property in the Products supplied passes to the Customer,
the Supplier shall be entitled at any time to require the Products to be delivered
to the Supplier, and if the Customer fails to do so forthwith, to enter upon
the premises of the Customer or any third party where the Products are stored
and repossess the Products.
4. The Customer’s power of sale or right to use such Products that have
not passed into their property shall immediately cease if an Administrative
Receiver is appointed over all or any part of it’s assets or if it is
adjudicated bankrupt or enters liquidation, whether compulsory or voluntary,
or if the Customer makes an arrangement with its creditors, or generally becomes
unable to pay its debts within the meaning of the Insolvency Act 1986.
5. On termination of the Customer’s power of sale or right to use the
Products the Customer will immediately hold the Products to the order of the
Supplier.
6. Risk shall pass to the Customer at the time the Products are dispatched by
the Supplier, or any of it’s own suppliers. The Supplier accepts no liability
for the loss or damage caused by the carrier.
7. This document supersedes and cancels all previous documents relating to the
Terms and Conditions for the supply of Products or provision of services by
the Supplier.
8. The failure on the part of either party to this Agreement to exercise or
enforce any rights conferred by this document shall not be deemed to be a waiver
of any such right nor operate so as to bar the exercise or enforcement thereof
at any time or times thereafter.
9. Any variation of the Terms and Conditions of this Agreement shall not be
effective unless in writing and signed by both parties.
10. This Agreement does not create a partnership, joint venture, agency or franchise
relationship between the parties.
11. The Customer may not sell, lease, sub-licence, assign or otherwise transfer,
whether in whole or in part, by operation of law or otherwise, the rights or
obligations arising under this Agreement without the Supplier’s prior
written consent.
12. Notwithstanding any provision to the contrary, nothing in this Agreement
will create or confer any rights or other benefits whether in accordance with
the Contracts (Rights of Third Parties) Act 1999 or otherwise in favour of any
person other than the Customer or Supplier.
13. Where Myriad Digital Group acts as an agent, or contractor, or on behalf
of another supply or service Company, the acceptance of this quotation, and
it’s Terms and Conditions, by the supply or service Company shall be deemed
to have been accepted and authorised by that company’s own client. Should
any issue arise, of any nature whatsoever, whereby the client contends or disagrees
with this quotation, or any Terms and Conditions, then the supply or service
Company which has accepted this quotation shall handle all such issues which
arise as though they had undertaken the work, and shall indemnify and exclude
Myriad Digital Group from any proceedings, arrangements or agreements.
14. Should it become necessary for the Supplier to initiate any legal proceedings
against the Customer, then an administrative charge of £150 +VAT shall
immediately become payable from the date of initiation of the legal process.
15. Any cancellation of an order by the Customer must be made within 24 hours
of placement of the order, otherwise a 25% cancellation and re-stocking charge
shall be
payable subject to the Supplier’s acceptance of such cancellation which
shall be at the Supplier’s sole discretion. The notice of cancellation
of the order must be in
writing either by letter, FAX or E-Mail.
16. All Invoices to be paid in full within 30 days of the delivery of the Products
pursuant to this Agreement, unless prior arrangements have been made to extend
the payment time. Any amounts not paid within 30 days shall be subject to interest
charged at 12% per annum. All invoices not settled within 40 days shall incur
an additional administration fee of £45 + VAT to cover administration
and postage charges.
Governing Law
1. Statutory rights remain unaffected.
2. The laws of England and Wales shall govern this contract, and both parties
agree to the jurisdiction of the English court.
3. This document is binding on both parties, and shall be provided to the Customer
on request.