AlphaLogix Terms & Conditions Of Sale
- Interpretation
1.1 In these Conditions:
1.2 “AlphaLogix” means AlphaLogix ltd; (registered number 03578420) whose registered office is at 1 Ashweir Court, Abbey Mill, Tintern, Chepstow NP16 6SE; “the Customer” means the person whose order is accepted by AlphaLogix; “Contract” means the contract for the purchase and sale of hardware and/or software and/or support and/or services incorporating these Conditions.
1.3 Headings are for convenience and do not affect interpretation.
1.4 Where the Customer has purchased a software licence from a third party supplier and has engaged AlphaLogix to implement and/or customise that software to the Customer’s requirements, AlphaLogix’s Professional Services Agreement shall govern the provision of those services.
1.5 Where the Customer has engaged AlphaLogix to provide webhosting services, AlphaLogix’s Service Level Agreement shall govern the provision of those services.
1.6 Unless otherwise agreed, where the Customer has engaged AlphaLogix to provide support & maintenance services, the AlphaLogix’s support helpdesk is open from 0900 to 1730 Monday to Friday excluding bank holidays. AlphaLogix’s Service Level Agreement shall govern the provision of those services.
1.7 Unless otherwise stated, these are for the duration of a rolling twelve months and once invoiced can only be cancelled by notice in writing to AlphaLogix to be received prior to three months before the relevant renewal date.
- Basis of Sale
2.1 AlphaLogix will sell and the Customer will purchase the hardware and/or software in accordance with any written order of the Customer which is accepted by AlphaLogix, subject in either case to these Conditions.
2.2 AlphaLogix will provide the services to the Customer that are set out in the Service Level Agreement, the order or quotation (as the case may be) between AlphaLogix and the Customer to which these terms are attached.
2.3 These Conditions govern the Contract to the exclusion of any other terms and conditions (if any) contained on or referred to in an order form or other communication from the Customer. No addition, variation or substitution of these Conditions will bind AlphaLogix or form part of any order unless agreed in writing and signed by authorised representatives of both parties.
2.4 These Conditions and the terms of any order constitute the entire understanding of the parties and supersede all prior promises, representations and undertakings.
2.5 No AlphaLogix employee or agent is authorised to make any representations concerning the subject matter of the Contract unless confirmed by AlphaLogix in writing. The Customer acknowledges that it is not relying on any such representation not so confirmed.
- Orders
3.1 Any order placed with AlphaLogix will be accepted at AlphaLogix’s sole discretion and, if accepted, will only be accepted on and subject to these Conditions.
3.2 Each order so accepted constitutes a separate legally binding Contract between AlphaLogix and the Customer.
3.3 The Customer is responsible for ensuring the accuracy of any order submitted to AlphaLogix.
3.4 AlphaLogix reserves the right to modify any hardware and/or software ordered, which are required to conform to any applicable safety or statutory requirements, or which do not adversely affect their quality or performance.
3.5 Once accepted by AlphaLogix, no order may be cancelled by the Customer without AlphaLogix’s express prior written agreement.
- Prices
4.1 Orders are accepted at the price given at the date of quotation.
4.2 Unless otherwise stated, quotations are valid for acceptance for 30 days or earlier acceptance, after which they will lapse. Any quotation that has lapsed must be reconfirmed with AlphaLogix prior to an order being accepted.
4.3 AlphaLogix reserves the right, by giving the Customer written notice at any time before delivery, to increase the price of hardware and/or software and/or support and/or services to reflect any increase in the cost to AlphaLogix which is due to any factor beyond AlphaLogix’s control. Where possible, AlphaLogix will provide 30 days’ notice of any price changes but the Customer acknowledges this may not always be possible where prices vary for reasons outside of AlphaLogix’s control. AlphaLogix therefore reserves the right to vary prices at short, or even no, notice. Any price changes will be notified to the Customer as soon as reasonably possible.
4.4 All prices are exclusive of VAT and any other sales taxes and delivery charges, unless otherwise stated. All delivery charges are charged as extra, irrespective of invoice value. Any overseas duties and taxes will be the responsibility of the Customer.
4.5 AlphaLogix shall be able to increase the price for support and maintenance services by giving the Customer not less than 30 days’ notice prior to the commencement of the next 12 month period of support and maintenance.
4.6 In the case of site visits the daily rate quoted is payable in full for a day or part day. Any additional work, development or equipment specified during a site visit must be confirmed in writing prior to being carried out or authorised by the customer’s signatory on the site engineer’s sign-off sheet and will be invoiced separately. The Customer will provide safe and unrestricted access to the engineer making a site visit and any lost time as a result of any failure to comply with this obligation is chargeable at normal day rates. If a minimum 48 hours’ notice of cancellation is not received a cancelled site visit may also be chargeable at normal day rates.
- Payment
5.1 Payment will be made by the Customer in line with the payment terms set out in this document, except that payment at the time of order will be required for new Customers, or Customer’s for whom AlphaLogix deems immediate payment to be necessary.
5.2 Payments by standing order can be made by prior agreement with AlphaLogix. Should the direct debit be returned or cancelled by the Customer, then the Customer will provide an alternative method of payment within two working days for any sums outstanding.
5.3 Where any discount is given, VAT will be calculated on the discounted price.
5.4 Interest on overdue invoices will be payable by the Customer, before as well as after judgement, on a daily basis at a monthly rate of 2.5% from the invoice date.
5.5 The Customer is not entitled to withhold or delay any payment due by reason of any actual or alleged defect, unless such defect is the subject of any claim.
5.6 The Customer is responsible for any bank or other charges (including, but not exclusively, transfer charges, costs of cheques not being honoured etc.).
5.7 If and for so long as there are any overdue invoices (whether under this Contract or otherwise), AlphaLogix shall be entitled to suspend provision of any goods or services to the Customer.
5.8 If:
5.8.1 any sum owed by the Customer to AlphaLogix or any other associated company, under this or any other contract is overdue; or
5.8.2 at any time the credit standing of the Customer has in AlphaLogix’s reasonable opinion been impaired for any reason; or
5.8.3 the Customer fails to make any payment when it becomes due; or
5.8.4 the Customer makes any voluntary composition or arrangement with its creditors; or
5.8.5 the Customer becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer; or if a resolution for the winding up of the Customer is passed or a court makes an order to that effect; or if there is any breach by the Customer of these Conditions; or the Customer ceases, or threatens to cease, to carry on business; or there is a change of control of the Customer (as described in Section 840 of Income and Corporation Taxes Act 1988) or any purported arrangement of the legal or beneficial interest in this contract; or AlphaLogix reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly, then AlphaLogix may, without prejudice to its other rights and remedies and at its option, be entitled to cancel the Contract or withhold any further deliveries and/or suspend the provision of further services without liability to the Customer until arrangements as to payment or credit have been established to AlphaLogix’s reasonable satisfaction.
5.9 AlphaLogix shall be entitled but not obliged at any time or times without notice to the Customer to set off any liability of the Customer (or any group company of the Customer) to AlphaLogix against any liability of AlphaLogix to the Customer (or any group company of the Customer) (in either case howsoever arising and whether any such liability is present or future liquidated or unliquidated and irrespective of the currency of its denomination) and may for such purpose convert or exchange any currency. Any exercise by AlphaLogix of its rights under this clause shall be without prejudice to any other rights or remedies available to AlphaLogix under this Contract or otherwise.
- Delivery
6.1 Delivery is the responsibility of the Customer and AlphaLogix arranges delivery solely as the Customer’s agent. AlphaLogix accepts no responsibility for any loss or damage in transit including Royal Mail Special Delivery or other courier. Any such loss or damage must be notified to AlphaLogix and the courier, in writing within 48 hours.
6.2 dates are given in good faith but are business estimates only and are not guaranteed. AlphaLogix is not liable for any loss or damage suffered by the Customer as a result of AlphaLogix’s failure to comply with such delivery times.
6.3 The Customer’s refusal to accept delivery (either part or whole) shall permit AlphaLogix to treat the Contract as repudiated by the Customer and to decline to make any further deliveries, without prejudice to AlphaLogix’s right to recover damages for breach of contract.
6.4 AlphaLogix reserves the right to make deliveries in instalments. If the Customer refuses or fails to accept any delivery, AlphaLogix reserves the right to invoice the Customer in respect of the balance remaining undelivered, with payment becoming due immediately, and AlphaLogix shall be entitled to charge reasonable storage costs to the Customer, the hardware and/or software being held at the Customer’s risk.
6.5 AlphaLogix may agree, for a separate charge, to provide certain advice and/or consultancy services and/or training at the premises of the Customer or elsewhere. Such services shall be subject to obtaining full information from the Customer as to its specific requirements. If it does, then the Customer shall indemnify AlphaLogix against any loss, damage or injury caused to AlphaLogix’s employees, agents or contractors during or as a result of or in connection with the provision of such services.
- Overseas Customers
7.1 Unless otherwise agreed by AlphaLogix in writing the Customer shall be responsible for all duties, levies, imposts, taxes or other liabilities arising on the exportation of the goods from the United Kingdom and importation of the goods overseas.
- Title and Risk
8.1 Property in the hardware shall only pass to the Customer on receipt by AlphaLogix in cash or cleared funds of payment in full of the price of that hardware.
8.2 Property in any software shall, at all times, remain vested as per the software licence agreement of its licensor, and the Customer’s rights shall be governed by the terms of any licence relating to such software. All third party licensing agreements must be complied with by the Customer in all respects. The Customer shall indemnify AlphaLogix against the consequences of any breach or infringement of that licence.
8.3 In the absence of express agreement to the contrary any software written, created, adapted or developed by AlphaLogix shall remain the exclusive property of AlphaLogix. The Customer shall not reverse compile, copy adapt or reverse, assign, transfer, sell, lease, rent, charge or otherwise deal in or encumber AlphaLogix’s intellectual property and shall keep the same confidential, shall maintain a record of the whereabouts and number of licensed copies and shall take all necessary step to prevent unauthorised use.
8.4 Subject to the other provisions of this clause 8, risk in the hardware and/or software shall pass to the Customer:
8.4.1 if delivered by AlphaLogix to a place nominated by the Customer, when tendered for delivery at that place; or
8.4.2 if to be collected by the Customer (or its agent), when loaded onto the Customer’s (or its agent’s) vehicle, or at such time as they are available for so loading and would have been loaded but for the Customer’s (or its agent’s) failure to collect them.
8.5 Until such time as property in the hardware passes to the Customer:
8.5.1 the Customer shall hold the hardware as AlphaLogix’s fiduciary agent and Bailee, and shall keep all such items separate and distinct from those of the Customer and third parties, and separately stored, protected and adequately insured, and identified by labelling as AlphaLogix’s property. Until such time, the Customer shall be entitled to resell or use such items in the ordinary course of its business provided that the net proceeds of sale are sufficient to discharge the outstanding payment obligations to AlphaLogix, but shall account to AlphaLogix for the proceeds of sale or otherwise of such items, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate and distinct from any moneys or property of the Customer and third parties and, in the case of tangible proceeds, properly stored, protected and adequately insured;
8.5.2 provided that the hardware is still in existence and has not been resold, AlphaLogix shall be entitled at any time to require the Customer to deliver up the hardware to AlphaLogix and, if the Customer fails to do so forthwith, to enter on any premises of the Customer where such items are stored and repossess them; and
8.5.3 the Customer will indemnify AlphaLogix for any loss or degradation of or damage to any hardware caused whilst such hardware is in the possession or under the control of the Customer.
8.6 Any hardware and/or software supplied to the Customer which is subject to any restrictions or provisions imposed by the manufacturer’s and/or licensor’s conditions are supplied to the Customer by AlphaLogix subject to any such conditions and on the terms of any applicable licence agreement.
8.7 The Customer is not entitled to pledge or in any way charge by way of security for any indebtedness any hardware and/or software which remain the property of AlphaLogix (or its licensor) but, if the Customer does so, all monies owing by the Customer to AlphaLogix shall (without prejudice to AlphaLogix’s other rights and remedies) become immediately due and payable.
- Confidentiality
9.1 Each of the parties to this Contract undertakes to the other to keep confidential all information (written or oral) concerning the business and affairs of the other that it shall have obtained or received as a result of the discussions leading up to or the entering into of this Contract save that which is:
9.1.1 trivial or obvious;
9.1.2 already in its possessions other than as a result of a breach of this clause; or
9.1.3 in the public domain other than as a result of a breach of this clause.
9.2 In performing the Support Services under this Agreement AlphaLogix (data processor) and sub-contractors (sub-processor) may process and store (albeit for diagnostic, investigative or development purposes only) personal data belonging to the Customer or its staff in perpetuity.
9.3 Any data processed as a result of this contract may be shared with AlphaLogix trusted providers who adhere to AlphaLogix’s Data Protection policies.
- Warranties
10.1 All hardware and/or software are supplied on and subject to the terms and conditions of warranties and licences of the original manufacturers and/or licensors. AlphaLogix will pass on to the Customer the benefit of any guarantees or indemnities given to it by its supplier. Any software supplied is not warranted to operate error-free or on an uninterrupted basis.
10.2 AlphaLogix makes no warranty as to the description, quality, fitness for purpose, suitability or otherwise of any hardware and/or software supplied. AlphaLogix accepts no responsibility for any loss or damage, arising directly or indirectly, from the use of any hardware and/or software supplied by it, including any loss arising by reason of any failure of the hardware and/or software to comply with any specifications provided by the Customer.
10.3 AlphaLogix warrants that all services provided under this Contract will be provided with reasonable skill and care.
10.4 Except as otherwise expressly provided, and except where the Customer deals as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
10.5 Where the hardware and/or software are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Customer are not affected by these Conditions.
- Returns
11.1 Once software has been opened or installed, unless there is a fault with the hardware/software, AlphaLogix operate a no returns policy.
- Defects
AlphaLogix reserves the right, at its sole discretion (acting reasonably), to determine whether any hardware and/or software is defective. Defective hardware and/or software will, at AlphaLogix’s option, be replaced or rectified. The Customer will have no claim in respect of any breach of warranty that should have been apparent on a reasonable visual examination of the hardware and/or software supplied. The Customer is entitled to terminate the Contract as a result of any material defects discovered in any delivery.
- Limitation of Liability
13.1 Except as may otherwise be expressly provided, each party’s liability arising under or in connection with this Contract, whether arising in contract, tort (including negligence) or otherwise shall not under any circumstances, save as set out in clause 13.2, exceed the aggregate price payable by the Customer under this Contract. Nothing in this Contract will limit either party’s liability for:-
13.2.1 death or personal injury resulting from the negligence of that party or its officers, agents or employees; or
13.2.2 fraud or fraudulent misrepresentation; or
13.2.3 any other matter in respect of which liability cannot by applicable law be limited.
13.3 The customer shall keep AlphaLogix fully and effectively indemnified on demand under or in connection with any data breach or data loss event if so caused by any negligent act or omission or wilful misconduct of the Customer, its employees, agents or sub-contractors, including in relation to any fines, penalties, or costs incurred by the customer.
13.4 Where AlphaLogix accepts liability under or in connection with any data breach or data loss event related to the customer if the data breach is directly caused by the negligence of AlphaLogix (as a data processor) or sub-contractor (as a sub-processor), this shall not exceed the aggregate price payable by the Customer under this Contract, including in relation to any fines, penalties, or costs incurred by the customer.
13.5 AlphaLogix accepts no liability or claim under or in connection with this contract following the customer’s request to erase data stored on them, without recourse.
- Force Majeure
AlphaLogix shall not be liable for any loss or damage caused by delay in performance or non-performance of any of its obligations under any Contract where the same is caused by any event beyond AlphaLogix’s control including but not limited to an act of God, war, riots, insurrection, governmental or parliamentary prohibitions or enactments, import or export regulations, fires, flood, casualty, epidemic, strikes, lock-outs, cessation of labour, trade disputes, destruction or shutdown of production facilities, shortage or curtailment, or manufacturing limitation imposed by third–party manufacturers, suppliers or vendors.
- General
15.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
15.2 No waiver by AlphaLogix of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
15.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
15.4 This Contract is governed by and construed in accordance with the laws of England and Wales, and the parties submit the resolution of any dispute to the exclusive jurisdiction of the courts of England and Wales
These terms and conditions were last updated on [04/04/19]
AlphaLogix Ltd
1-2 Ashweir Court
Abbey Mill
Tintern
Chepstow
NP16 6SE
Email: info@alphalogix.co.uk
Telephone
From within the UK: 0330 043 0140
International: +44 845 257 3141
All calls to AlphaLogix Ltd are recorded for quality and training purposes
Company registration number: 03578420
VAT registration number: GB 655920126
