ComputersDoctor Terms & Conditions of Service and Liability Release

All customers agree to be bound by Terms and Conditions set forth below.

1.    Definitions and Interpretation

In these T&C (T&C) the following words have the meanings given:

1."Business Day" means any day other than a Saturday, Sunday or a public or bank holiday in England, Wales, Scotland or Northern Ireland.

2."Contract" means a contract for the purchase by the Customer of Services or Products from ComputersDoctor incorporating these T&C and arising from the acceptance by ComputersDoctor of an Order.

3."Customer" means the person, firm or company ordering Services or Products.

4."Default" shall mean any breach by either party of its obligations under these T&C, any default, act, omission, negligence or statement by either party, its employees, agents, franchises or sub-contractors arising out of or in connection with a Contract and in respect of which either party may be legally liable.

5.ComputersDoctor" means Richard Schunemann or any such other business ComputersDoctor may appoint as sub-contractor to provide the Services to the Customer.

6."Intellectual Property Rights" means copyright, patent, trademark, service marks, registered designs, rights, know-how, confidential information, trade or business names or other similar rights together with applications for any of the foregoing.

7."Licence Agreement" means any licence agreement relating to use of Software.

8."Order" means any written order for Products, or Products and Services, received by ComputersDoctor from the Customer.

9."Services" means any repair, configuration or installation provided by ComputersDoctor as sub-contractor of the Customer to end-users of Products in conjunction or not with the supply of Products.

10."Software" means any computer software supplied by ComputersDoctor, whether embodied in ROM, RAM, firmware, on disk, tape, other media or downloaded using the Internet.

11."Confidential Information" all information of whatsoever nature (whether oral, written or in any other form) containing or consisting of material of a technical, operational, administrative, economic, marketing, planning, business or financial nature or in the nature of intellectual property of any kind or in the nature of Specifications and relating either to the Products, the Seller or the Buyer (as the case may be).

12."Delivery Address" means the address for delivery of the Products as stated on the Purchase Order.

13."Price" the price payable for the Products as specified in the Purchase Order and payable in accordance with the terms of this Agreement.

14."Products" such products to be sold by the Seller to the Buyer as may be determined from time to time by the Seller and Buyer.

15."Purchase Order" means the Buyer's purchase order for the Products.

16."Specifications" any plans, drawings, data or other information relating to the Products.

17.All other words and expressions are to be given their normal English meaning taken in the context of the T&C. Any dispute as to the meaning of a word is to be settled by reference to the Oxford English Dictionary.

18.Any reference to a clause shall mean a clause of these T&C unless otherwise stated.

19.The use of headings in these T&C shall be for convenience only and shall not affect the interpretation of these T&C.
Reference to any statute or statutory provision or any other regulation includes any provision which subsequently supersedes it or re-enacts it (whether with or without modification).

2.    Contract Formation

1.All Orders submitted by the Customer to ComputersDoctor and accepted by ComputersDoctor shall be subject to these following T&C which shall form part of and govern any Contract.

2.Acceptance by the Customer of any estimate or quotation for Products and/or Services issued by ComputersDoctor shall be deemed to be acceptance of these T&C.

3.Any T&C appearing in any Order or other document whatsoever issued by the Customer shall be void and of no effect and these T&C shall override any previous agreements relating to the provision of Products or Services between the parties.

4.No waiver of or amendment to these T&C shall be effective unless made in writing and signed by a ComputersDoctor. Purported amendments by email or telephone will not be effective.

5.These T&C contains the entire agreement of the parties in relation to the supply of Services by ComputersDoctor to the Customer and the Customer irrevocably waives any right it might have to claim for damages and/or to rescind a Contract because of any misrepresentation by ComputersDoctor (unless such misrepresentation was made fraudulently) or any warranty not contained in the Contract.

3.    Price

1.All prices for Services stated in any quote, estimate or Acceptance of Order are those current at the time of the Customer's enquiry.

2.The price payable by the Customer for Services will be the price as quoted in the Purchase Order and unless otherwise agreed in writing will be:

(a)inclusive of Value Added Tax or other applicable sales tax.

(b)exclusive of ComputersDoctor 's charges for delivery or handling which will be added to ComputersDoctor 's invoice for any Products delivered.

3.Services will be invoiced at £70/hour. Charges will be calculated in half-hour increments and carry a minimum charge of £70.

4.ComputersDoctor shall not be entitled to increase the Price (whether on account of increased material, labour or otherwise) without the prior written consent of the Customer, such consent not to be unreasonably withheld or delayed.

5.ComputersDoctor will not increase the price of any Products after acceptance of the order where the product is available from stock.

4.    Payment

1.Unless and until credit terms are granted, the Customer will pay for any Products or Services on a "cash on delivery" basis in which case the Customer should allow at least three (3) Business Days for the payment to be credited to the ComputersDoctor's account. ComputersDoctor reserves the right not to provide any further Services until all such payments are cleared and credited to the ComputersDoctor's bank account.

2.If Services are delivered in instalments, ComputersDoctor reserves the right to invoice each instalment as and when the Service is performed in which case payment shall be due in accordance with clause 4.1 or 4.2 above notwithstanding non-delivery of other instalments or fulfilment of the entire order.

3.If any payments are overdue the Customer may be placed on credit hold and no further Services will be delivered or made available to the Customer until all payments due to ComputersDoctor under the Contract have been paid. ComputersDoctor may at its discretion, withdraw credit facilities in the event of any breach of these T&C by the Customer.

4.If payment is not received by the relevant due date ComputersDoctor may:

(a)charge the Customer interest on any overdue amount (on a daily basis) from the due date of payment to the date of actual payment (both dates inclusive) at the rate of four (4) per cent per annum above the Lloyds TSB Bank plc Base Rate for the time being in force.

(b)take legal action for the recovery of any amount due and interest thereon at the rate specified in clause 4 (a) above together with costs payable on a Solicitor and own Client basis.

5.All payments made by the Customer to ComputersDoctor shall be in sterling in immediately available funds free and clear of any right of, set off or counter claim or any withholding or deduction whatsoever.

6.The customer agrees to make all payments due under these T&C irrespective of any dispute or claim the Customer may have with or against any third party.

5.    Services

1.Where the Customer requires ComputersDoctor to carry out any Services as defined in clause 1.9 herein, ComputersDoctor shall do so as sub-contractor to the Customer and this agreement and the terms contained herein shall constitute the sub-contract.

2.ComputersDoctor will use all reasonable endeavours to provide the Services in accordance with the T&C and will ensure that the Services will be provided with all reasonable care and skill and by suitably experienced persons.

3.If the provision of Services are to be provided according to a timetable ("the Timetable") ComputersDoctor shall use all reasonable endeavours to adhere to the Timetable in providing the Services but, save as stated herein. The Customer will be made aware of any delays or if the Timetable cannot be kept.

6.    Delivery

1.ComputersDoctor shall use its reasonable endeavour to deliver Services by the date stated upon the relevant acceptance of any Order but failure to do so shall not constitute a breach of contract.

2.Any dates quoted or mentioned by ComputersDoctor for the provision of the Services whether verbally or otherwise are estimates only and whilst ComputersDoctor will use all reasonable endeavours to meet such dates it cannot guarantee to do so.

3.Time will not be of the essence in the delivery of the Services.

4.ComputersDoctor shall deliver the Services to such address or addresses as notified by the Customer to ComputersDoctor for each order, subject to prior agreement with the Customer. ComputersDoctor shall be entitled to make partial deliveries by instalments. A signed delivery note shall be satisfactory proof that delivery has taken place.

5.All illustrations or specifications contained in any catalogues or publicity material produced by ComputersDoctor are approximate only and are only intended to convey a general idea of the Products or Services.

7.    Warranties

1.ComputersDoctor, to the extent that it is permitted to do so, hereby assigns the benefit of any guarantee or warranty covering any defects in Products received by ComputersDoctor under an agreement with the manufacturer or supplier of the relevant Product.

2.The warranty service (if any) will be that provided by the manufacturer and any validation procedures relating to that warranty service are the responsibility of the Customer.

3.ComputersDoctor may in its discretion offer support or maintenance services with respect to Products.

4.The warranty of the manufacturer or supplier is in lieu of all other terms or conditions whether express or implied concerning the quality or fitness for purpose of Products and all such other terms and conditions are hereby excluded.

5.ComputersDoctor warrants that the Services will be carried out with reasonable care and skill and by suitably, trained and experienced persons.

8.    Liability

The maximum aggregate liability of ComputersDoctor to the Customer whether in contract, tort or otherwise for any direct physical damage to tangible property of the Customer caused by a Default by ComputersDoctor shall be limited to £100 per incident or series of incidents.

9. Disclaimer

1. ComputersDoctor will only perform and provide computer services, repairs, and upgrades as requested by the Customer.

2. ComputerDoctor provides Services in good faith and to the best of their knowledge and experience in an effort to setup, upgrade and/and configure the Customer’s systems and/or to repair pre-existing faults in the Customer’s systems for which ComputersDoctor has no responsibility and may or not be previously aware of. The Customer agrees to hold ComputersDoctor and any person(s) associated with ComputersDoctor or involved in the work being performed, harmless from damages resulting from such faults.

3. ComputersDoctor makes no warranties as to performance, merchantability, fitness for a particular purpose, or any other warranties whether expressed or implied. 

4. No oral or written communication from or information provided by ComputersDoctor shall create a warranty on Services provided. 

5. It is understood that the Customer has taken all precautions to safeguard its data and has adequate, recent and usable backups in place and installation media available for all programmes and software.

6.ComputersDoctor shall not be liable to the Customer whether in contract, tort or otherwise and even if foreseeable by or in the contemplation of ComputersDoctor for:

(a)any loss of data or programmes, or business, anticipated revenue and/or profits and/or savings, or goodwill, whether sustained by the Customer or any other person; or

(b)any special, incidental, indirect or consequential loss whether sustained by the Customer or any other person.

7.Any advice or recommendations given to the Customer by ComputersDoctor or its employees, or agents as to procedures, practises, storage, application, use or preference, are followed or acted upon entirely at the Customer's own risk and accordingly ComputersDoctor shall not be liable for any such advice or recommendation.

8. Equipment service/repairs are provided as a Service. There may be circumstances under which equipment cannot be repaired. However, time spent will be chargeable.

9.The Customer understands and accepts that the length of time required to provide Services chargeable by the hour cannot be predicted.

10.    Intellectual Property Rights

1.All Intellectual Property Rights in or relation to the Products (including any manuals and operating documentation relating thereto) or in any materials (including Software) created by ComputersDoctor during the course of providing the Services shall vest in ComputersDoctor or its suppliers as the case may be and the Customer shall have no title to or interest in any such Intellectual Property Rights except to the extent specifically agreed by ComputersDoctor.

2.The Customer will notify ComputersDoctor immediately if it becomes aware of any illegal or unauthorised use of any of the Products or any of the Intellectual Property Rights in the Products and will assist ComputersDoctor and/or its suppliers in taking all steps necessary to defend the owners' rights.

3.The Customer undertakes to ensure that any Software which is sold to end-users or any other third party will be accompanied by a Licence Agreement (whether shrink-wrap or otherwise) relating to that Software and any other documentation which ComputersDoctor or ComputersDoctor 's suppliers may require.

4.Unless specifically authorised under a Licence Agreement, the Customer undertakes that it shall not (and that it shall not employ nor permit any third party) attempt to copy, adapt, amend, disassemble, de-compile or reverse engineer Software or any part thereof except to the extent allowed by English law.

11. Confidentiality

1.Each party shall treat as confidential all information obtained from the other which is specifically designated as confidential or proprietary and shall not divulge such information to any person (except to such party's own employees and then only to those employees who need to know the same) without the other party's prior written consent.

2.This clause shall not extend to any information which was rightfully in the possession of a party prior to the commencement of the negotiations leading to a Contract, which is already public knowledge or becomes so at a future date (otherwise than as a result of a breach of the clause) or which is trivial or obvious.

3.Each party shall ensure that its employees are aware of and comply with the provisions of this clause.

4.This clause shall apply for a period of 2 years following any termination of this Contract.

12. Termination

1.Without prejudice to any other rights or remedies ComputersDoctor might have against the Customer ComputersDoctor may terminate a Contract or suspend the performance of its obligations under a Contract forthwith by notice in writing to the Customer if:

(c)the Customer defaults in making payment for any of the Services supplied by ComputersDoctor within seven days of its due date; or

(d)the Customer defaults in any of its obligations under these terms or a Contract; or

(e)the Customer makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or a trustee receiver, administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the Defaulting Party; or

(f)the Customer is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 be unable to pay his debts or any steps are taken to wind up the Customer, or an administrator, administrative receiver or receiver is appointed over the Customer's business or any part of its assets.

2.Upon termination of a Contract under clause 11.1, ComputersDoctor shall have the right, without prejudice to any other right or remedy available, to enter the Customer's premises and repossess the Product or any of them and shall have the right to dismantle any machinery, product, item or equipment into which the Product or any of them have been incorporated and the Customer shall be responsible for all ComputersDoctor 's costs and expenses in connection with so doing.

3.Those clauses capable of surviving termination shall do so.

13. Variations

ComputersDoctor reserves the right to modify these T&C upon notice in writing to the Customer. Any such modification will apply on the effective date specified in the said notice to all Orders which are accepted by ComputersDoctor on or after the date of notice. The Customer shall have thirty days from the date of notice within which to cancel any Order sent to ComputersDoctor prior to the date of notice and not accepted by ComputersDoctor at that date.

14. Assignment

The Customer shall not assign or otherwise transfer any of its rights or obligations under a Contract whether in whole or in part without the prior written consent of ComputersDoctor which shall not be unreasonably withheld.

15. Invalidity

If any provisions, or portions thereof, of these T&C are held to be invalid and unenforceable under any applicable statute or rule of law, they are to that extent to be deemed omitted and the validity and/or enforceability of the remaining provisions of the Contract shall not be impaired or affected by that omission.

16. Force Majeure

Neither ComputersDoctor nor the Customer shall be liable to the other or be deemed to be in breach of this Contract by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the provision of Services or delivery of Products. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond either party's reasonable control:

(a)Act of God, explosion, flood, tempest, fire or accident;

(b)war, sabotage, insurrection, civil disturbance or requisition;

(c)acts, restrictions, regulations, bye laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;

(d)import or export regulations or embargoes;

(e)strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of either the Seller or the Buyer or of a third party);

(f)power failure, breakdown in machinery or suspension of telecom or internet services.

17. Notices

All notices which are required to be given hereunder, shall be in writing and shall be sent post to the registered address of the party in question.

18. Law

These T&C shall be governed by, and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts.

19. Waiver

The waiver by either party of a breach or default of any of the provisions on these T&C by either party shall not be construed as a waiver of any succeeding breach of the same or other provisions, nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has, or may have hereunder operates as a waiver of any breach or default by either party.

20. Rights of Third Parties

The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Contract. No person who is not a party to this Contract (including any employee, officer, agent, representative or subcontractor of either party) shall have the right (whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise) to enforce any term of these T&C which expressly or by implication confers a benefit on that person without the express prior agreement in writing of the parties which agreement must refer to this clause.