Software Licensing - Professional Services - Risk & Compliance  -  Government Security  -  One Stop Security Solutions 

1. GENERAL

1. The Company means Caretower Ltd, trading from, Unit 4, Horizon Trade Park, Ring Way, Bounds Green, London N11 2NW.
2. These Terms and Conditions govern the sale of all goods and services by the Company to any person, firm or company ("the Customer") and shall apply notwithstanding any conflicting, contrary or additional terms and conditions in any purchase order or other document of communication from the Customer.
3. These Terms and Conditions shall supersede all earlier terms and conditions of the Company.
4. The placement of a purchase order by the customer, is proof of the Customer's acceptance of these Terms & Conditions.
5. If any of these Terms and Conditions is unenforceable it shall not affect the validity of the remainder of that term/condition or these Terms and Conditions as a whole.

2. DELIVERY AND TITLE

1. The Customer acknowledges that delivery dates provided by the Company are estimates only and that the Company is not liable for failure to deliver on such dates.
2. Delivery of the goods to the carrier shall constitute delivery to the Customer and title and risk of loss shall thereupon pass to the Customer.
3. The Company shall be entitled to make partial deliveries or deliveries by instalments and these Terms and Conditions shall apply to each partial delivery.
4. Title to the goods passes on full payment and until then the Customer must insure and store the goods separately and may not modify, pledge or sell them. The Company and/or the Company's agents, may enter the storage premises to repossess the goods. Should the Customer sell them before title passes, the Customer will become the Company's agent and the proceeds of that sale shall be held on behalf of the Company, separately from the Customer's general funds. The Company may sue for the price before title passes.
5. Online orders paid by credit card online, enjoy the same delivery times of between 7 to 30 days in the majority of cases. Goods and services requiring longer delivery times will be as to the standard procedures of delivery times for such goods and services. License certificates which are issued direct from vendors may take longer.

3. FRUSTRATION ETC. (FORCE MAJEURE)

1. If the Company is prevented at any time from performing any contractual obligation, or if any loss, damage or injury or delay in delivery is occasioned by or due to any cause beyond the Company's control including (but without prejudice to the generality of the foregoing expression), the commission of any criminal act, shortage of goods, act of war (whether declared or not), civil commotion, accident, strikes or lock-outs, man-made disasters, Acts of God, acts or omissions of the Customer, or any restriction imposed by any local municipal or government authority (including Customs Authorities) whether British or foreign, the Company's time for performance of any such obligation shall be extended for the time period of such delay or the Company may, at its option, cancel any order or remaining part thereof without liability by giving notice of such cancellation to the Customer.
2. If the contract is terminated in whole or in part in such circumstances the Customer shall be liable to pay the Company for any goods delivered or services rendered under each or any contract on a pro-rata basis, with a minimum charge of 20% of purchase price.

4. PRICE

1. Unless otherwise stated any prices quoted by the Company are:
   (i.) exclusive of Value Added Tax and any other taxes;
   (ii.) exclusive of carriage, packing and insurance;
   (iii.) exclusive of any release certificates;
   and the Company shall have the right to charge extra in respect of the above items.
2. Prices shall be as specified by the Company and shall be applicable for the period specified in the Company's quote. If no period is specified, prices shall be applicable for thirty (30) days. Notwithstanding the foregoing, prices shall be subject to increase in the event of an increase in the Company's costs or other circumstances beyond the Company's reasonable control.
3. Where the Customer does not adhere to agreed scheduled orders, the Company reserves the right to amend at its sole discretion, the price structure in accordance with the quantities delivered.

5. PAYMENT

1. An invoice is payable without offset or deduction upon receipt but in any case not later than 30 days from date of invoice.
2. The Company reserves the right to suspend deliveries where payment is not received in accordance with paragraph 5(a) or in accordance with any alternative terms of payment agreed in writing. In the event where the product / service is a managed service product, the company reserves the right to terminate the service / services where payment is not received and or when the Customer failed to renew the licence of such managed service product. The Company shall invoice the Customer for any services received after the licence has expired for the whole of that period until the service is terminated by either the Customer or the Company following the due notice given by either The Company or The Customer. Such notice to be of a minimum five working days.
3. Where payment is not made in accordance with the terms of either paragraphs 5(a) or 5(b) hereof the Customer shall pay interest on any unpaid amounts, calculated at 4% per annum above Barclays Bank PLC lending rate for the time being in force calculated on a daily basis before as well as after judgment.
4. No cash or other discount is allowed unless agreed in writing.
5. If the Company is able to deliver some items comprising the goods that are the subject of a contract but unable to deliver all such items due to causes beyond its control (including but not limited to the examples referred to in Condition 3 hereof) the Customer shall pay for such items delivered in accordance with these Terms and Conditions.

6. ORDERS

1. Orders are accepted by writing in original documents, fax, internet email, or any other means bearing proof of sender and originator.
2. The Customer agrees to send to the Company a written order in confirmation of any orders placed by telephone, duly marked with any confirmation reference provided to properly identify the Customer and the goods ordered, otherwise the Company reserves the right not to process the order . To avoid doubt, orders placed by e-mail or fax shall in any event be treated as confirmed written orders from the Customer (pending receipt of any original documents), as long as they are received by the Company.
3. All orders are subject to availability and to credit approval by the Company, which may, in its sole discretion at any time, change the terms of Customer's credit and require payment in cash, bank wire transfer or by official bank cheque. If the Company believes that the Customer's ability to make payments may be impaired, the Company may suspend delivery.
4. Acceptance of delivery of goods and/or services by the Customer shall bind the Customer to the purchase of the goods and/or services and to these Terms and Conditions to the extent the Customer is not already so bound.
5. If the Customer refuses delivery without the Company's written agreement, the Customer is liable to the Company for all expenses or loss resulting from the refusal, including storage costs until the Customer accepts delivery.
6. Customer Obligations:
   (i.) The Customer is responsible for its own choice of goods and its suitability for the Customer's purposes.
   (ii.) The Customer must provide the Company's employees and/or agents with all reasonable courtesy, information, cooperation, facilities and access to enable the Company to perform its duties, failing which the Company shall not be obliged to perform any service or assistance. The Customer is responsible for the removal of non Company supplied products during service, the back up and confidentiality of all data in the goods and all of its legal and regulatory requirements.
   (iii.) The Customer is responsible for all telephone and postal and any other charges in contacting the Company. The Customer is further responsible for all outgoing telephone calls charges required to be made by the Company's employees and/or agents during a consultancy visit to the Customer's location.
   (iv.) In the case of consultancy purchased by the Customer, for installation, configuration and training of software and/or hardware, the Customer is responsible for all necessary preparations of all relevant software and hardware requirements to render compatible with the execution of the consultancy services. If the Company's employees and/or agents are prevented from carrying out their duties, by the Customer's failure to make its environment compatible, or by the Customer's failure to provide the necessary access and facilities to the Company's employees and/or agents, which could result in the Company's employees and/or agents abandoning the consultancy service, the Customer remains fully responsible for all consultancy charges.

7. SOFTWARE

If an order includes software or other intellectual property, such software or other intellectual property is provided by the Company to the Customer subject to the copyright and user license, the terms and conditions of which are set forth in the license agreement accompanying such software or intellectual property or supplied in connection with it. Nothing herein shall be construed to grant any rights or license to use any software in any manner or for any purpose not expressly permitted by such license agreement. Unless otherwise provided for in writing by an authorized signatory of the Company, the Company is not the licensor and the Customer acquires the license directly from the manufacturer or the manufacturer's licensor.

8. DRAWINGS ETC.

1. All drawings, descriptive weights, dimensions and the descriptions and illustrations contained in the sales literature, price lists, estimates of performance or other specifications provided by the Company are approximate only and shall not form part of the contract. In addition, drawings, technical documents issued either before or after the conclusion of the contract for the use or information of the Customer and such other information as may be supplied to the Customer by the Company including specifications shall not be copied, reproduced or communicated to any third party without the Company's prior written consent.
2. The Company reserves the right to modify its goods specifications from time to time.

9. COMPANY'S LIMITED WARRANTY

1. The Company warrants to the Customer that upon delivery to the Customer the goods purchased hereunder shall substantially conform to the applicable manufacturer's specifications for such goods and that any value-added work performed by the Company on such goods shall substantially conform to the Customer's specifications relating to such work. To the fullest extent permitted by applicable law the Company makes no other warranty, express or implied, with respect to the goods and services. In particular, the company makes no warranty in respect of the quality of the goods or services or their suitability or fitness for any particular purpose or use or in respect of infringement.
2. If, on examination by the Customer, it is found that the goods do not substantially meet the manufacturer's specifications, or with respect to value-added work by the Company, it does not substantially meet the Customer's specifications, the Company's liability will be limited to and the Company can elect to
   (i.) refund the Customer's purchase price for such goods (without interest),
   (ii.) repair such goods, or
   (iii.) replace such goods; provided, however, that such goods are returned to the Company, along with acceptable evidence of purchase, within fifteen (15) days from date of delivery, transportation charges prepaid, with a valid RMA (Returns Material Authorisation) number issued by the Company and sent to the Customer by a provable method in original form or an electronic form, via fax, or email.
3. The Company shall use its reasonable endeavours to transfer to the Customer whatever transferable warranties and indemnities the Company receives from the manufacturer of the goods and services, including any transferable warranties and indemnities in respect of patent or intellectual property right infringement.
4. To the fullest extent permitted by law, neither the Company nor its manufacturers shall have any liability to the Customer for any damage to or defects in the goods caused by fair wear and tear, improper use, maintenance or repair, negligent handling, failure to observe the instructions accompanying the goods or any alterations thereto.

10. EXCLUSION OF LIABILITY

1. Except where provided otherwise in these Terms and Conditions, the Company shall be under no liability of whatsoever kind howsoever caused whether or not due to the negligence, breach of contract or wilful default of the Company or its servants or agents arising out of or in connection with the goods. All conditions, warranties or other terms, whether express or implied, statutory or otherwise, are hereby expressly excluded to the fullest extent permitted by law, providing that nothing in this Condition 10 shall exclude or restrict any liability of the Company for fraud or for death or personal injury resulting from the negligence of the Company or its servants or agents. In the event where the product manufacturer /vendor, goes into administration / liquidation, The Company as a reseller / distributor, shall bear no liability in refunding The Customer, for any remaining time period value, of the product /service purchased, irrespective whether the product is a software, hardware or a manage service product. In such event all financial claims, should be made direct to the administrator / liquidator, assigned to manage such manufacturer's /vendor's administration / liquidation case.
2. In any event the Company's liability shall not include loss of profit, business or goodwill, or indirect or consequential loss.
3. The Customer's recovery from the Company for any claim shall not exceed, The Company's profit margin, which is define as the Customer's purchase price, less The Company's purchase price paid to the product manufacturer / vendor by The Company, for the goods giving rise to such claim irrespective of the nature of the claim, whether in contract, tort, warranty or otherwise.
4. The Company shall not be liable for the loss of or damage to software programs during repair or upgrade of any goods whether or not the same are under warranty.
5. Technical Support: When the Customer buys technical support services from the Company, deliverable by telephone or email, such technical support services does not include product installation guidance by telephone or email.

11. RETURNED GOODS AND CANCELLATIONS

Software:

A. Caretower Ltd as a reseller, places orders from distributors and/ or product manufacturers on the back of a purchase order placed by the Customer in accordance with Condition 6. Software orders placed with the Company cannot be cancelled or returned after receipt of the order. In exceptional cases where the distributors and/ or product manufacturers fail to deliver the products ordered, for a prolonged period of time of at least four weeks, and subject to the Customer notifying the Company in writing of non delivery, the Company upon confirmation of non delivery of the product to the Customer by the distributor or product manufacturer, may apply to the distributor and/ or product manufacturer for cancellation of the order. Only when the Company is successful in obtaining a written confirmation of cancellation of the order from the distributor and/ or product manufacturer, and a full credit is issued by the distributor, then the Company at it's sole discretion may be able to accept a Customer's request for cancellation. In such cases where Caretower Ltd accepts in writing a customer's request and grants a cancellation of a software order for that Customer then a handling and administration charge of minimum 25% of value of order will be charged by the Company.

Hardware:

B. No return of hardware goods shall be accepted by the Company without a Return Material Authorisation ("RMA") Number, which may be issued by the Company at its sole discretion. A request to return hardware goods must be made in writing within seven (7) days of the date of receiving hardware goods and must state all faults. Returned hardware goods must be in the original manufacturer's shipping cartons complete with all packing materials. All hardware goods for return shall be returned freight prepaid in the manner specified in the fully completed RMA. The RMA must be issued and authorised by a director of the Company. If returned hardware goods are claimed to be defective, a complete description of the nature of the defect must be included with the returned goods. The Company will endeavour to replace all returned defective hardware goods within the manufacturer's normal production periods. If the Company cannot replace such goods within the manufacturer's normal production time then the Company will issue an order cancellation to the customer and all necessary accounting documents.

C. Notwithstanding any provision of these Terms and Conditions to the contrary, orders for special, custom, value-added and other non-standard goods, including goods to be assembled in kit form, goods which have been tested, assembled or integrated for the Customer, work-in-process and goods otherwise identified by the Company as non-cancellable and non-returnable shall be non-cancellable and non-returnable. Goods not eligible for return shall be returned to the Customer, freight collect.

D. All goods returned in accordance with paragraph B above carry a minimum cancellation charge or 25% of purchase price.

E. Acceptance of delivery of unauthorised returned goods by an unauthorised employee of the Company, does not constitute acceptance of returns, nor a cancellation of the order by the Company. Any such returned goods, shall be returned to the Customer, freight collect.

12. COPYRIGHT, PATENTS, TRADEMARKS AND INTELLECTUAL PROPERTY RIGHTS

1. The Customer acknowledges that rights in respect of trademarks, trade names, copyrights, patents and other intellectual property rights connected with the goods do not pass to the Customer, unless otherwise specifically authorised in writing by the Company.
2. The Customer agrees to indemnify the Company against all claims, damages, costs (including legal costs calculated on an indemnity basis) made by any person or company which the Company may incur, either as a result of work done in accordance with the Customer's specifications or for the infringement of any intellectual property rights resulting from such customisation.

13. USE OF PRODUCTS IN LIFE SUPPORT, NUCLEAR AND CERTAIN OTHER APPLICATIONS.

 

Goods sold by the Company are not designed, intended or authorised for use in life support, life sustaining, nuclear, or other applications in which the failure of such goods could reasonably be expected to result in personal injury, loss of life or catastrophic property damage. If the Customer uses or sells the goods for use in any such applications:
(i.) the Customer acknowledges that such use or sale is at the Customer's sole risk;
(ii.) the Customer agrees that Company and the manufacturer of the goods are not liable, in whole or in part, for any claim or damage arising from such use; and
(iii.) the Customer agrees to indemnify, defend and hold the Company and the manufacturer of the goods harmless from and against any and all claims, damages, losses, costs, expenses and liabilities arising out of or in connection with such use or sale.

 

14. DATA PROTECTION & PRIVACY POLICY

For our full Privacy Policy which forms part of our terms and conditions please see separate link named "Privacy Policy" as publish in our web site

The Customer hereby consents to the Company receiving data, including personal data about the Customer and its business with the Company including, but not limited to information about the Customer, its authorised personnel, business situation, turnover, planned turnover with the Company, the credit line and the Customer's liabilities towards the Company and to the Company processing that data in connection with the supply or potential supply of goods or services. The Customer hereby gives its explicit consent to the sharing of such personal data by the Company with the Company's associated companies and in particular, agrees to the transfer of such information to employees of the Company in Europe/ Middle East/ Africa, United Kingdom and United States. For purposes of centralisation the Customer acknowledges and agrees that the received data may be transferred to a data processing centre in the US. For the purposes of this clause "associated companies" shall mean any company belonging to the Caretower Group of companies.

15. SUB-CONTRACTING

The Company reserves the right to sub-contract any part of any work or supply of any goods or services.

CONSTRUCTION AND USE

The Company shall not be responsible for adapting or modifying any goods to conform to statutory requirements not current at the time of the acceptance or order.

17. THIRD PARTY CLAIMS

The contract or contracts to which these Terms and Conditions apply is between the Customer and the Company only. No third party shall acquire any rights against the Company and the Company shall have no liability to any third party arising out of or in connection with any contract. All rights under The Contracts (Rights of Third Parties) Act 1999 are expressly excluded except in respect of any manufacturer under clause 9(d) (who shall have the benefit of clause 9(d) notwithstanding the foregoing but whose consent is not required to vary these Terms and Conditions). Furthermore the Customer shall indemnify the Company against all actions, claims or demands by third parties in tort or otherwise arising directly or indirectly in connection with faults or defects in the goods (or the use of the goods) or the services provided.

18. ASSIGNMENT

These Terms and Conditions may be assigned in whole or in part by the Company without the prior written consent of the Customer. The Customer shall not assign or transfer or purport to assign or transfer these Terms and Conditions or the benefit thereof to any other person, without the written consent of the Company.

19. HEADINGS

The headings of these Terms and Conditions are for convenience only and shall have no effect on the interpretation thereof.

20. WAIVER

The Company's failure to insist on any occasion upon the performance of these Terms and Condition shall not act as a waiver of such breach by the Customer or acceptance of any variation of these Terms and Conditions.

21. NOTICE

Any notice required in these Terms and Conditions shall be in writing and be sent by first class prepaid registered or recorded delivery post addressed to the Company's or the Customer's registered office or given by facsimile transmission to the last known facsimile number, in which case the transmission record has to reflect the receiving number's acknowledgement.

22. TERMINATION

The Company shall be entitled by notice in writing summarily to terminate any contract without prejudice to any claim or right the Company may otherwise make or exercise where:

1. the Customer is in breach of any term, condition or provision of any contract and/or these Terms and Conditions or as set out in law;
2. the Customer
   (i.) has a petition for its winding-up presented; or
   (ii.) has an administration order made against it; or
   (iii.) passes a resolution for voluntary winding-up (other than for the purpose of a bona fide amalgamation or reconstruction); or
   (iv.) enters into an arrangement or composition with its creditors; or
   (v.) has a receiver or manager appointed over all or any of its assets.
3. Any distress is be levied upon any of the Customer's property.

23. NON-RELIANCE

The Customer agrees that the Company will have no liability for any statement or representation made by the Company (whether innocently or negligently) upon which the Customer relied upon when agreeing to these Terms and Conditions, unless such statement or representation was made fraudulently.

24. JURISDICTION

These Terms and Conditions shall be governed by and construed in accordance with English law and the Courts of England shall have jurisdiction to hear all disputes arising in connection with these Terms and Conditions.