1. What is this Document?
1.1 This document (the "Conditions”) forms part of an agreement between ClickView & you, the Customer.
1.2 The Conditions together with the (1) Service Descriptions &/or (2) Product Descriptions & (3) pricing applicable to the Products & Services that you wish to buy together form the whole of ClickView’s "Agreement" with Customer. The Agreement is a binding document & Customers should ensure that they understand it.
1.3 We need to have an agreed written record of what we are supplying to ensure that no mistakes are made. Consequently we will not normally seek to make or agree variations to the Agreement orally & will seek to ensure that changes are documented in writing.
1.4 Our Agreement is intended to comply with all of your statutory rights as a Customer. However, in the event that any uncertainty arises your statutory rights as a Customer will take priority over the Agreement.
2. Definitions
ClickView means ClickView Limited;
Conditions: this document;
Customer means the person, school or legal entity identified in ClickView's Quotation or Invoice;
IPR: "Intellectual Property Rights" , patents, trade marks, registered designs, & applications for same, copyright, design rights, know-how, trade & business names & any other similar protected rights in any country;
Products: an individual good (including Software) as described in any current document published by ClickView, or in any Order Confirmation & which Customer buys or agrees to buy from ClickView;
Services: service & support carried out by or for ClickView in accordance with the Service Offering;
Service Offering(s): the Service options offered by ClickView as described in any current document published by ClickView, or in any Order Confirmation;
Software: computer operation systems or any software that is manufactured or licensed by ClickView;
Order: a signed request by Customer to purchase Product or Services from ClickView;
Order Confirmation: written acceptance by ClickView of Customer's Order in the form of an invoice;
Price: the total charge for Products &/or Services payable by Customer to ClickView;
3. Quotations/Orders and Changes
3.1 ClickView quotations are valid only if in writing & for 30 days after the quotation date, unless otherwise stated in the quotation.
3.2 All Orders for Products &/or Services shall be regarded as an offer by Customer to purchase Products &/or Services under the terms of this Agreement.
3.3 ClickView accepts Customer's offer to purchase under this Agreement & makes a binding Agreement by issuing an invoice to confirm that order and request payment. Order confirmation is binding except, where there is a discrepancy between order confirmation and what the Customer ordered and where discrepancy is unacceptable to the Customer. It is recommended that the Customer review the invoice & notify ClickView within a reasonable period of time of any discrepancies that are noticed.
3.4 ClickView reserves the right to make changes to ordered specifications but will identify any such changes to the Customer. ClickView guarantees that any such changed Products will offer at least equivalent functionality & performance. ClickView will not make any significant variations to Products or Services without Customer's prior agreement &, except as provided for above, will manufacture & deliver Product in accordance with the invoice.
4. Prices and Payment
4.1 The Price that Customers have to pay will be shown on ClickView's invoices.
4.2 Unless credit terms have been expressly agreed by ClickView, payment for 24-7 hardware products shall be made in full before delivery of products or services.
4.3 Payment for all other services will be invoiced and are payable within 7 days.
4.4 The Price that Customers have to pay will be shown on ClickView's invoices.
4.5 Customer shall pay for all shipping and handling charges.
4.6 Customer shall bear all country, provincial, government, state and local sales, use, goods and services, value added, excise, privilege and similar levies/taxes.
5. Delivery
5.1 ClickView may, at its discretion, deliver the products by instalments in any sequence. Where the products are so delivered by instalments, each installment shall be deemed to be the subject of a separate contract and no default or failure by ClickView in respect of any one or more instalments shall vitiate the Contract in respect of products previously delivered or undelivered products.
5.2 The delivery date specified is an estimate and shall not form part of the Contract. ClickView shall not be liable for any delay in delivery of the products and/or services, howsoever caused.
5.3 If the estimated delivery date cannot be met and the revised delivery date will exceed 30 days from the agreed original date of order then Customer will be contacted & advised of a proposed new date for delivery. If Customer refuses the revised delivery date and delivery is not made within 30 days from the original date of order or prior to the specifically agreed delivery date if applicable, then Customer may cancel the order without charge & obtain a full refund.
5.4 ClickView may revise and/or discontinue Products at any time without notice as part of ClickView's policy of on-going Product up-date and revision. Revised or updated Products will have the functionality and performance of the Products ordered. The Customer accepts that ClickView's policy may result in differences between the specification of Products delivered to the Customer and the specification of Products ordered.
6. Passing of Ownership & Risk
6.1 Ownership of Products passes to Customer on delivery to Customer of Product.
6.2 Risk in the products shall pass to the Customer upon delivery of the products to Customer.
6.3 Title to the products, which are software, shall remain with the applicable licensor(s) at all times.
7. Acceptance of Products on Delivery, "Cooling Off" & rights of return and cancellation
7.1 Customer should notify ClickView promptly: following delivery of any missing, incorrectly delivered, incorrect specification (subject to Clauses 3.3 & 3.4), or otherwise not as ordered Products or Products which are visibly damaged; following discovery of any non-visible damage or defect in Product supplied.
7.2 Unless the Customer notifies ClickView to the contrary on the day of delivery and such notification is confirmed in writing within two days, the Products shall be deemed to have been accepted by the Customer as being in good condition and in accordance with the Order Confirmation.
8. Warranties, Repairs, and Replacements:
8.1 Unless specified otherwise and in addition to any rights the Customer may have under statute, ClickView warrants to the Customer that ClickView branded Products (excluding third party products and software), will be free from defects in materials and workmanship affecting normal use for a period of one year from invoice date ("Standard Warranty").
8.2 ClickView will fulfill its legal obligations to repair &/or replace Products under Warranty. These obligations are dependent upon proper use of Products & do not cover any parts of Products which have been modified or repaired without ClickView's prior written consent.
8.3 ClickView's obligations do not apply to the consumable components of consumable items or if a defect is caused by an external cause such as accident, abuse, misuse, problems with electrical power, servicing not authorised by ClickView, usage and/or storage and/or installation not in accordance with Product instructions, failure to perform required preventive maintenance, normal wear and tear, act of God, fire, flood, war, act of violence or any similar occurrence; any attempt by any person other than ClickView personnel or any person authorised by ClickView, to adjust, repair or support the Products and problems caused by use of parts and components not supplied by ClickView.
8.4 Parts not critical to Product function, including but not limited to hinges, doors, cosmetic features, and frames, are not serviced &/or repaired.
8.5 During the one-year period beginning on the invoice date, ClickView will repair or replace Products returned to ClickView's facility. Customer must prepay shipping and transportation charges, and insure the shipment or accept the risk of loss or damage during such shipment and transportation. ClickView will ship the repaired or replacement products to Customer freight prepaid.
9. Service and Technical Support
9.1 ClickView will provide general service and technical support to Customer in accordance with the then-current service and technical support policies in effect. Service and support offerings may vary from product to product.
9.2 If Customer purchases optional services and support as listed on Customer's Invoice, ClickView will provide the optional service and support to Customer in accordance with the then-current terms and conditions in the optional service contract between ClickView and Customer in addition to the Standard Warranty.
9.3 ClickView may, at its discretion, revise its general and optional service and support programs and the terms and conditions that govern them. ClickView has no obligation to provide service or support until ClickView has received full payment for the product or service/support contract for which service or support is requested.
10. Frustration/Circumstances beyond the Parties' control ("Force Majeure")
Customers:
10.1 Neither party is responsible for non-performance in case of circumstances beyond its reasonable control ("Force Majeure") including without limitation, strikes by non ClickView employees, terrorist acts, war, exchange fluctuations, governmental or regulatory actions, natural disasters, severe weather, unforeseeable transport or production problems affecting companies that supply ClickView.
10.2 If a Force Majeure event occurs & ClickView cannot deliver within the period set out in the Order Confirmation, ClickView will & Customer may act in accordance with the terms of clause 5.4 above.
10.3 If the Force Majeure event lasts longer than 60 days then ClickView shall have the right to terminate the Agreement by providing notice in writing to Customer & returning all sums paid by Customer under the Agreement. No compensation to Customer will then be due in these circumstances.
11. Liability: All Customers:
11.1 ClickView accepts liability for any loss or damage to private property, death or personal injury caused by the Products & Services supplied, the negligence or deliberate misconduct of ClickView, or any employees, provided, however, that in all cases, except for death or personal injury (where there shall be no limit on liability), ClickView's liability for losses suffered by Customer will be assessed in accordance with the applicable terms of this Clause 11.
11.2 ClickView shall accept liability for reasonably foreseeable losses arising as a direct consequence of breach by ClickView of its statutory duty. However ClickView shall not be liable in certain circumstances for example where the causes or potential causes of the loss:
11.2.1 were not reasonably foreseeable by both parties; &/or
11.2.2 were known by Customer to the exclusion of ClickView at the time that the Agreement was entered into;
11.2.3 were reasonably foreseeable & preventable by Customer such as those arising from, but not limited to:
11.2.3.1 data or information loss caused by failing to keep back up copies of important data on separate media; or
11.2.3.2 virus damage; or
11.2.3.3 user inflicted problems such as those caused by failure to read &/or follow user instructions provided in writing or orally by a ClickView technician.
11.3 In claiming against ClickView for any such losses Customer is expected to have acted reasonably, for example, with regard to:
11.3.1 how the losses were accrued - including steps taken to mitigate or to avoid losses occurring; &
11.3.2 taking reasonable precautions to avoid loss (such as contacting ClickView promptly upon becoming aware of an issue).
11.4 in all cases except for death or personal injury (where there will be no limit on liability) ClickView's liability for losses will not exceed a sum equal to 125% of the Price;
11.4.1 ClickView will not be liable for:
11.4.1.1 loss resulting from any defect or deficiency in Products or Services which ClickView shall have remedied within a reasonable period &/or consistently with the terms of a Service Description;
11.4.1.2 consequential losses such as loss of business profits, salary, revenue, data or anticipated savings.
12. Intellectual Property & Software
12.1 ClickView Indemnifies Customer from all costs & liabilities arising from any claim that use of Product or Software infringes any third party IPR. ClickView may recall & exchange or modify Product or Software or refund Customer (minus depreciation in this event) or require Customer to install replacement or altered Software from a CD, DVD or an internet download.
12.2 ClickView retains all ClickView-owned IPR in Product. Customer must notify ClickView immediately of any infringing or unauthorised use of Product or IPR in it.
12.3 ClickView does not Indemnify Customer for:
12.3.1 Third Party Hardware or Third Party Software;
12.3.2 unauthorised modification or use of the Products or Software;
12.3.3 any claim caused by the use of Products or Software in conjunction with anything not supplied by ClickView. Customer must comply with the license conditions for any Software supplied.
12.4 Customer Indemnifies ClickView for any claim which arises due to Customer's own actions of which ClickView had no knowledge or could not reasonably be expected to have had knowledge.
12.5 ClickView is allowed to litigate, negotiate & settle claims & Customer must provide reasonable assistance if requested to assist ClickView if litigation is directly related to Products supplied to Customer.
13. Export Control
13.1 Customer is advised that Product, which may include technology & software, is subject to EU and US export control laws & laws of the country where it is delivered or used. Under these laws, Product may not be sold, leased or transferred to restricted end-users or countries or for restricted end-uses. Customer agrees to abide by these laws.
14. Data Protection
14.1 ClickView is strongly committed to protecting your privacy and providing a safe online experience for all of our users. Our policy for dealing with any personal information that you might disclose to us while visiting our website or when placing an order is explained in ClickView’s Privacy Policy www.clickview.co.uk
15 Confidentiality
15.1 Each party must treat all information received from the other which appears to be confidential as it would treat its own confidential information generally, but at least, with no less than a reasonable degree of care.
16 Termination
16.1 Either party may terminate this Agreement if the other:
16.1.1 commits a material or persistent breach of these Conditions; &
16.1.2 fails to remedy such breach within 30 days of written notice being given to it by the other part requiring a remedy.
16.2 ClickView may terminate this Agreement with immediate written notice if Customer:
16.2.1 fails, without good reason, to pay on time; or
16.2.2 breaches or ClickView reasonably suspects Customer has breached export control laws.
16.3 Either party may terminate if the other becomes insolvent or bankrupt or is unable to pay debts as they fall due. This provision shall not relieve ClickView of an obligation to complete the delivery of any Product that has been ordered and fully paid for by a Customer prior to that Customer becoming insolvent or bankrupt.
17 Law & Jurisdiction
17.1 This Agreement is to be interpreted in accordance with English Law but may be subject for Customers to the jurisdiction of the English, Welsh, Northern Irish or Scottish courts at the claimant's choice.
17.2 If any part of these Conditions are found to be unenforceable by a court, the rest are unaffected. All notices must be in writing & sent to a legal officer of each party, at the address provided on the invoice.
18. Assignment & Subcontracting
Customers:
18.1 ClickView may assign, subcontract or transfer its obligations or rights to a competent third party in whole or in part & provided that the assignment, subcontract or transfer occurs without negatively affecting:
18.1.1 the provision of the Products &/or Services &
18.1.2 rights or remedies of the Customer under the Agreement.
18.2 ClickView requires Customer to inform it in advance of any assignment, subcontract or transfer on the Customer's part. |
