Terms of Service

2.1

The Seller is under a legal duty to supply the Services using reasonable care and skill.

2.2

The Services will be performed insofar as reasonably practicable, at such time or times as the Seller shall decide. Any times, dates or periods given by the Seller for the provision of the Services are estimates only. The Seller will make reasonable efforts to comply with any such time estimates, and will perform the Services within a reasonable time. However, time is not of the essence in respect of the Seller’s performance of the Services.

2.3

The Seller is under a legal duty to supply Goods (including Digital Content) which are:

• of satisfactory quality;
• fit for purpose; and
• as described by the Seller.

2.4

The Seller may modify or update, or require the Buyer or a third party to modify or update any Digital Content component of the Goods, provided that the Digital Content shall always match the description provided before purchase by the Buyer.

3.1

By ordering Services from the Seller, the Buyer makes an offer to buy the Services for the price indicated by the Seller. There is no binding contract between the Parties at the time when the order is made.

3.2

The Seller will contact the Buyer by email to confirm the order. This Confirmation of Acceptance is the Seller’s acceptance of the order made by the Buyer. When the Confirmation of Acceptance is received there will be a binding contract between the Parties in accordance with these Terms and Conditions. The binding contract will only be for the Services that are included in the Confirmation of Acceptance.

4.1

The Buyer must make payments in accordance with any schedule agreed with the Seller. VAT will be charged at the rate prevailing when each payment falls due.

4.2

Where a fixed price has been given, including the cost of any Goods, the Seller’s prices may change between the date of the order and the date of the Seller’s Confirmation of Acceptance in accordance with clause 3.2 above. Reasons for a price change include, but are not limited to a change in the amount that the Seller is charged by his supplier(s) or a change in the VAT rate. What happens when the price changes depends on whether the new price is lower or higher than the price agreed:

• if the new price is lower than the fixed price previously agreed, the Seller will charge the lower price and dispatch the Goods;
• if the new price is higher than the fixed price previously agreed, the Seller will either cancel the order or contact the Buyer to confirm whether he would prefer to cancel the order or pay the higher price for the Goods.

4.3

Where an estimate of the total price has been provided by the Seller, the same is not a binding indication of how much the Seller will charge. The final price for the Services may be higher or lower than the estimate. Circumstances where the price may be different from an estimate include, but are not limited to:

• the Services taking longer to complete than could have reasonably been anticipated;
• the Buyer making any changes to the Services after the price is agreed; or
• changes to the prices charged by any of the Seller’s suppliers.

4.4

Without prejudice to any other legal right or remedy:

• if any payment required under clause 4.1 is not received by the Seller by its due date, the Seller can charge interest on the outstanding sum or sums. Interest will be charged at the rate of 0% per annum above the Reserve Bank of INDIA base rate, such interest to accrue daily from the due date until payment is made; and
• if the amounts not paid to the Seller when due total 10% or more of the total value of the Services, the Seller is entitled to suspend the performance of any remaining Services until such time as the outstanding payments are made.

4.5

The Buyer will not refuse to pay any amount which is owed to the Seller where there is only a minor or inconsequential defect or error in the performance of the Services.

5.1

If applicable, the Seller will arrange for the Goods to be delivered to the Buyer. Delivery will be attempted to the address provided by the Buyer for the purpose.

5.2

Dates or times for the delivery of the Goods given by the Seller are estimates and cannot be relied on as definitive. The Goods will be delivered within an estimated 1 day from the date of the Seller’s Confirmation of Acceptance in accordance with clause 3.2 above. Delivery for the purposes of this clause includes attempted delivery at the delivery address provided by the Buyer.

5.3

If the Buyer or anyone nominated by the Buyer to take delivery of the Goods fails to take delivery when it is attempted, the Seller may charge the Buyer any costs incurred for storage and redelivery as a result.

5.4

The Goods may be delivered directly from the manufacturer or the Seller’s supplier and may be delivered in a number of instalments.

5.5

The Seller delivers worldwide.

6.1

The Goods will be at the Seller’s risk until delivered either to the Buyer or otherwise at the Buyer’s direction.

6.2

The ownership of the Goods shall not pass to the Buyer until the Seller has sent the Confirmation of Acceptance to the Buyer under clause 3.2 and has received payment in full for them, regardless of whether the Goods have been delivered to the Buyer at that date.

6.3

For the purposes of clause 6.1 if the Goods include Digital Content which is to be downloaded by the Buyer, the delivery of the Digital Content is effected at the time when it reaches the Buyer’s device.

7.1

The Buyer shall co-operate fully with the Seller in the performance of the Services. Such co-operation shall include, but is not limited to:

• responding promptly and properly to any correspondence, request, query or communication from or on behalf of the Seller;
• promptly providing any information, documentation, instruction, support or other assistance as the Seller reasonably requires;
• promptly making any space, resources or facilities available as may reasonably be required by the Seller; and
• paying any and all sums due under these Terms and Conditions on time.

7.2

If the Buyer does not comply fully and properly with his responsibilities under clause 7.1, the Seller may, without prejudice to his legal rights:

• charge the Buyer for any costs or expenses thereby reasonably incurred; or
• suspend the provision of the Services until such time as the Buyer complies so far as reasonably practicable with his responsibilities under these Terms and Conditions.

8.1

Clause 8 does not apply to any Digital Content.

8.2

The Buyer has the right to cancel this contract within 14 days without giving any reason.

8.3

The cancellation period will expire after 14 days from:

• in respect of the Services, the day of the conclusion of this contract;
• in respect of the Goods, where the Goods are to be delivered all together, the day on which the Buyer acquires, or a third party other than the carrier and indicated by the Buyer acquires, physical possession of the Goods;
• where the contract is for multiple Goods ordered by the Buyer in one order and delivered on different days, the day on which the Buyer acquires, or a third party other than the carrier and indicated by the Buyer acquires, physical possession of the last of the Goods;
• where the contract relates to delivery of Goods consisting of multiple lots or pieces, the day on which the Buyer acquires, or a third party other than the carrier and indicated by the Buyer acquires, physical possession of the last lot or piece; or
• where the contract is for the regular delivery of Goods during a defined period of time, the day on which the Buyer acquires or a third party other than the carrier and indicated by the Buyer acquires, physical possession of the first delivery.

8.4

To exercise the right to cancel, the Buyer must inform the Seller, using the contact details provided in clause 26 below, of his decision to cancel this contract by a clear statement (eg a letter sent by post, fax or email). The Buyer may use the model cancellation form provided with these Terms and Conditions, but it is not obligatory.

8.5

To meet the cancellation deadline, it is sufficient for the Buyer to send his communication concerning his exercise of the right to cancel before the cancellation period has expired.

8.6

The Buyer has no right to cancel this contract as described in clauses 8.1 to 8.5 if the contract relates to:

• the supply of Goods or Services (other than the supply of water, gas, electricity or district heating) where the price is dependent on fluctuations in the financial market which cannot be controlled by the Seller and which may occur within the cancellation period described at clause 8.3;
• the supply of accommodation, transport of goods, vehicle rental services, catering or services related to leisure activities – if the contract provides for a specific date or period for performance;
• the supply of Goods or Services relating to urgent repairs or maintenance where the Buyer has specifically requested a visit from the Seller for that purpose;
• the supply of sealed Goods which are not suitable for return due to health protection or hygiene reasons, if they become unsealed after delivery;
• the supply of sealed audio or sealed video recordings or sealed computer software, if they become unsealed after delivery;
• the supply of Goods which become inseparably mixed with other items after delivery;
• the supply of Goods that are made to the Buyer’s specifications or are clearly personalised;
• the supply of Goods which are liable to deteriorate or expire rapidly;
• the supply of a newspaper, periodical or magazine (with the exception of subscription contracts for the supply of such publications);
• the supply of alcoholic beverages where their price has been agreed at the time of the conclusion of the contract, and their delivery can only take place after 30 days, and their value is dependent on fluctuations in the market which cannot be controlled by the Seller;
• the supply of a medicinal product by administration or under a prescription or directions given by a prescriber;
• the supply of Goods under arrangements for the supply of services as part of the health service, where the product is one that, in some circumstances, is available free or on prescription;
• passenger transport, gambling or financial services; or
• the supply of foodstuffs, beverages or similar which are supplied by the Seller on frequent and regular rounds to the Buyer’s home, residence or workplace.

9.1

Clause 9 only applies to any Digital Content.

9.2

The Buyer has the right to cancel this contract within 14 days without giving any reason.

9.3

The cancellation period will expire after 14 days of the conclusion of the contract.

9.4

To exercise the right to cancel, the Buyer must inform the Seller, using the contact details provided in clause 26 below, of his decision to cancel this contract by a clear statement (eg a letter sent by post, fax or email). The Buyer may use the model cancellation form provided with these Terms and Conditions, but it is not obligatory.

9.5

To meet the cancellation deadline, it is sufficient for the Buyer to send his communication concerning his exercise of the right to cancel before the cancellation period has expired.

9.6

Where the Buyer has consented to delivery of any Digital Content before the expiry of the 14 day cancellation period, and delivery of the Digital Content has begun (eg downloading or streaming of the Digital Content has already begun), the Buyer acknowledges that he will thereby lose his right to cancel under clause 9.2.

9.7

Where the Buyer does not consent to the Digital Content being delivered before the 14 day cancellation period, the Digital Content will be delivered after the 14 day cancellation period and the Buyer will retain the right to cancel within the 14 day cancellation period.

10.1

If the Buyer cancels this contract, the Seller will reimburse the Buyer all payments received from him, including the costs of delivery (except for the supplementary costs arising if the Buyer chose a type of delivery other than the least expensive type of standard delivery offered by the Seller).

10.2

The Seller may make a deduction from the reimbursement for loss in value of any Goods supplied, if the loss is the result of unnecessary handling by the Buyer.

10.3

The Seller will make the reimbursement without undue delay, and not later than:

• 14 days after the day the Seller receives back from the Buyer any Goods supplied; or
• (if earlier) 14 days after the day the Buyer provides evidence that the Seller has received the Goods; or
• if there were no Goods supplied, 14 days after the day on which the Seller is informed about the Buyer’s decision to cancel this contract.

10.4

The Seller will make the reimbursement using the same means of payment as the Buyer used for the initial transaction, unless the Buyer has expressly agreed otherwise; in any event, the Buyer will not incur any fees as a result of the reimbursement.

10.5

The Seller may withhold reimbursement until he has received the Goods back or you have supplied evidence of having sent back the Goods, whichever is the earliest.

10.6

If the Buyer has already received some or all of the Goods at the date of cancellation the Buyer will send back the Goods or hand them over to the Seller using the contact details at clause 26 below, without undue delay and in any event not later than 14 days from the day on which the Buyer communicated his cancellation from this contract to the Seller. The deadline is met if the Buyer sends back the Goods before the period of 14 days has expired.

10.7

The Buyer will have to bear the direct cost of returning the Goods.

10.8

The Buyer will be liable for any reduction in the value of the Goods resulting from handling the Goods, other than handling which is necessary to establish the nature, characteristics and functioning of the Goods.

10.9

If the Buyer requested to begin the performance of the Services during the cancellation period, the Buyer must pay the Seller an amount which is in proportion to what has been performed until the Buyer communicated to the Seller his cancellation of the contract, in comparison with the full coverage of the contract.

11.1

If the Seller fails to carry out the Services with reasonable care and skill or within a reasonable time the Buyer has the right to request the Seller re-performs the relevant part of the Services. Any such request can only be made by the Buyer if it is still possible for the Seller to supply the Service to the required standard. Any such repeat performance will be carried out at no cost to the Buyer, within a reasonable time and without causing significant inconvenience to the Buyer.

11.2

If repeat performance under clause 11.1 is not possible, cannot be or has not been carried out within a reasonable time, or cannot be or has not been carried out without causing significant inconvenience to the Buyer, the Buyer has a right to a price reduction up to 100% of the price.

11.3

Where a price reduction is due under clause 11.2 any refund due to the Buyer shall be paid within 14 days of the Seller agreeing that the Buyer is entitled to one. Any refund will be made by the same means of payment that the Buyer used, unless expressly agreed otherwise between the Parties. The Seller will not charge any fee in respect of any such refund.

12.1

The following clauses apply depending on what Goods the Buyer wishes to return:

• If the Buyer wishes to return any Goods that do not include Digital Content, see clauses 12.2 to 12.6 and 12.11 to 12.14.
• If the Buyer wishes to return an item of Goods that includes Digital Content and any part of the Goods or Digital Content does not conform to the standard set out in clause 2.3 above, see 12.2 to 12.6 and 12.11 to 12.14.
• If the Buyer wishes to return Digital Content only and the Digital Content does not conform to the standard set out in clause 2.3 above, see clauses 12.7 to 12.10.

12.2

If the Goods are not of satisfactory quality, are unfit for purpose or are not as described, the Buyer has a right to reject the Goods and get a full refund. Alternatively, the Buyer can request that the Seller either repairs or replaces the Goods in these circumstances. If the Buyer wishes to exercise any of these rights, he must do so in writing using the contact details in clause 26 below.

12.3

If the Buyer exercises his right to reject as described in clause 12.2 within 30 calendar days after the Goods are delivered to the Buyer, the Seller will:

• arrange to collect the Goods from the Buyer or ask the Buyer to return the Goods at the Seller’s expense; and either:
• refund the Buyer the full amount paid if requested; or
• repair or replace the Goods if requested. If it is disproportionate in the circumstances for the Seller to repair the Goods he can choose to replace them instead. Equally, if it is disproportionate in the circumstances for the Seller to replace the Goods he may choose to repair them.

12.4

If the Goods have been repaired or replaced pursuant to clause 12.3 above and the repair or replacement still does not meet the standard in clause 12.2 above, the Buyer is entitled to a full refund provided that he requests one from the Seller using the contact details in clause 26 below within whichever is the later of:

• 7 calendar days of receipt of the repair or replacement of the Goods; or
• if still within the 30-calendar day period from the delivery of the original Goods, whatever time is left on that, extended by the number of calendar days that the Buyer has had to wait to receive the repair or replacement of the Goods after notifying the Seller.

12.5

If the Buyer exercises his right to reject as described in clause 12.2 more than 30 calendar days but less than 6 months after the delivery of the Goods to the Buyer, the Seller can choose whether to repair the Goods, replace them or give a refund in exchange for their return, provided the Seller’s choice can be effected within a reasonable time and does not cause significant inconvenience to the Buyer. If the Seller opts to repair or replace and the repair or replacement still does not meet the standard in clause 12.2 above the Buyer is entitled to a full refund or, if he wishes to keep the Goods, a price reduction that takes the problems into account provided that he requests one from the Seller using the contact details in clause 26 below.

12.6

The Buyer is not entitled to only reject part of the Goods if the Goods form a Commercial Unit. In these circumstances, the Buyer must reject all or none of the Goods.

12.7

If Digital Content is not of satisfactory quality, unfit for purpose or not as described in these Terms and Conditions, the Buyer has a right to request that the Seller either repairs or replaces the Digital Content. If the Buyer wishes to exercise either of these rights, he must do so using the contact details in clause 26 below. The Buyer does not have a right to a refund except as described below.

12.8

If the Buyer exercises his right to request a repair or replacement under clause 12.7 within 6 calendar months of the Digital Content reaching the Buyer’s device, the Seller will repair or replace the Digital Content as requested. If it is disproportionate in the circumstances for the Seller to repair the Digital Content he can choose to replace it instead. Equally, if it is disproportionate in the circumstances for the Seller to replace the Digital Content he may choose to repair it.

12.9

If the Buyer exercises his right to request a repair or replacement under clause 12.7 more than 6 calendar months after the Digital Content reaches the Buyer’s device, the Seller will only repair or replace the Digital Content if satisfied that the problem with it existed on the day it was supplied to the Buyer. If it is disproportionate in the circumstances for the Seller to repair the Digital Content he can choose to replace it instead. Equally, if it is disproportionate in the circumstances for the Seller to replace the Digital Content he may choose to repair it.

12.10

If the Digital Content has been repaired or replaced pursuant to clause 12.8 or 12.9 above and the repair or replacement still does not meet the standard in clause 2 above, the Buyer is entitled to a price reduction. The amount of any reduction will take into account the problems with the Digital Content and may be up to the full price. If the Buyer has already paid more than the reduced price for the Digital Content, the Seller will refund the difference.

12.11

Any refund payable under any part of clause 12 will be paid within 14 calendar days of the Seller agreeing that the Buyer is entitled to a refund. The Seller may not be able to tell whether the Buyer is entitled to a refund until he has received any returned Goods and has had an opportunity to examine them.

12.12

The Buyer cannot rely on any issue concerning the Goods as a reason for returning them if, before entering into this contract, the Buyer was expressly informed of the issue or used a trial version of the Goods from which the issue was obvious.

12.13

If the Goods are perishable, they are not returnable after the date by which the Goods can reasonably be expected to perish.

12.14

Nothing in this clause prevents the Buyer from seeking other remedies to which he is entitled by law.

13.1

The Seller can, at its absolute discretion, choose to retain or instruct sub-contractors to carry out the Services in whole or part.

14.1

Nothing in these Terms and Conditions is intended to or does imply any partnership, fiduciary relationship, joint venture, agency or any other relationship between the Parties, save as provided for in these Terms and Conditions.

15.1

Nothing in these Terms and Conditions seeks to limit the liability of the Seller for misrepresentation.

15.2

Neither Party shall be liable to the other whether in contract, negligence, tort, breach of statutory duty or otherwise for any loss or damage sustained by the other Party indirectly or consequentially and including but not limited to economic loss or loss of profits, goodwill or business in general.

15.3

Subject to clauses 15.1 and 15.2, the Seller’s total liability to the Buyer will not, in any circumstances, exceed the total amount of the price payable by the Buyer.

15.4

In the event that the Buyer or his servants or agents breach these Terms and Conditions, or are negligent in his actions, the Buyer will, to the fullest extent permitted by law, indemnify the Seller against any liability, loss, claim, damage, expense suffered by the Seller as a result.

16.1

Any property or intellectual property rights in any material owned by the Seller shall belong to the Seller and the Buyer shall not cause or permit anything to endanger those rights or title, or permit, assist or encourage others to do so.

16.2

Any property or intellectual property rights in any material owned by the Buyer shall belong to the Buyer and the Seller shall not cause or permit anything to endanger those rights or title, or permit, assist or encourage others to do so.

16.3

Clauses 16.1 and 16.2 are subject to the right of the Parties to use any such material so far as is reasonably required to carry out the Services.

16.4

The Buyer warrants that any material, whether comprising documents, data, records or any other materials, that it provides to the Seller under these Terms and Conditions does not infringe the intellectual property rights of any non-Party. The Buyer agrees to indemnify the Seller against any loss, damage, cost, expense or claim of any kind that may arise as a result of such an infringement.

17.1

The Parties will use their best endeavours to keep confidential any confidential information relating to the other Party that is provided or otherwise accessed in the performance of the contract. Neither Party shall disclose any confidential information without the consent of the other Party, except in order to comply with the order of a court of competent jurisdiction or as required in connection with legal proceedings relating to or arising out of these Terms and Conditions.

17.2

The Parties’ obligations under clause 17.1 shall continue after the termination or completion of these Terms and Conditions unless or until the information concerned becomes public knowledge or is otherwise in the public domain through no fault of the Party bound to keep its confidentiality under this clause.

18.1

These Terms and Conditions can only be amended by the agreement of the Parties in writing with signatures on behalf of both.

18.2

The Seller is permitted to assign or transfer the Agreement or any rights or obligations under it, or subcontract the same for performance to a third party. The Buyer is not permitted to assign or transfer the Agreement or his rights or obligations under it without the prior written permission of the Seller.

19.1

If any of the provisions of these Terms and Conditions are unlawful, invalid or otherwise unenforceable, such provisions shall be severed from the remainder. The remainder of the Terms and Conditions will remain valid and enforceable notwithstanding any such severance.

20.1

For the purposes of the Contracts (Rights of Third Parties) Act 1999, these Terms and Conditions are not intended to and do not confer any rights on any person who is not a Party. Any person who is not a Party does not have the right to enforce any provision of these Terms and Conditions.

21.1

Neither Party shall be liable for any delay or failure to perform any term or part of these Terms and Conditions due to circumstances beyond the reasonable control of that Party. Such circumstances include—but are not limited to—industrial action, lock out, trade dispute, accident, fire, flood, natural disaster, power failure or internet service provider failure. As soon as is reasonably possible after the discovery of such circumstances, the affected Party must notify the other Party in writing of any anticipated or existing delay or failure in performance.

21.2

If the circumstances referred to in clause 21.1 above continue for a period of longer than 30 days, either Party can terminate the Agreement by giving 30 days’ notice in writing to the other. The Buyer must use the Seller’s contact details provided at clause 26 below. All money owing under the Terms and Conditions before the circumstances arose shall be paid immediately.

22.1

These Terms and Conditions and the Confirmation of Acceptance are the entire agreement between the Seller and the Buyer and supersede any and all prior terms, conditions, warranties or representations to the fullest extent permitted by law.

23.1

Any failure or delay by the Seller in using rights or powers provided by these Terms and Conditions shall not constitute a waiver of the whole or any part of these Terms and Conditions. The partial or sole use of any rights or powers provided by these Terms and Conditions shall not prevent any additional use of the same rights or powers. The rights, powers and remedies in these Terms and Conditions are additional to the rights of the Parties provided by law.

24.1

These Terms and Conditions shall be governed by and construed in accordance with USA and the courts of Wyoming, USA will have exclusive jurisdiction in relation to them.