DEFINITIONS AND EFFECT OF CONDITIONS:
a) The company means HEADWEB and ENTANET INTERNATIONAL LTD.
b) These conditions shall apply to and be incorporated into every agreement between the company and any person, firm or company (.the customer.) under which the company supplies goods or services at the request of the customer.
c) These conditions shall take precedence over any conditions of the customer and shall not be varied without the written consent of a Director of the company.
d) References to .goods. includes the supply of any services to be supplied by the company to the customer.
e) .Agreement. means the agreement between the company and the customer for the sale of goods and/or the supply of services.
f) Nothing in these conditions will affect any of the customers. statutory rights as a consumer under the .Sale of Goods Act 1979. ( as amended at any time) or any other applicable legislation and to the extent that the customer enters into the agreement as a consumer it will be a consumer contract under these conditions.
a) Any delivery dates quoted whether verbally or otherwise are estimates only and in regard to any such date time shall not be of the essence.
b) Delivery of the goods to the customer's address or any other place stipulated by him shall constitute delivery and the risk therein shall pass upon such delivery to the customer.
c) The company shall be entitled to make partial deliveries by instalments and these conditions shall apply to each partial delivery.
d) The company shall not be held responsible for delays caused by data carriers or telephone companies providing local loops, nor for delays caused by the customer or the management of the customer's premises, nor for other factors outside of the company's control. Order processing will commence and delivery time will be reckoned from the date of receipt of initial payment from the customer.
3. FRUSTATION etc (Force Majeure)
The company will not be deemed to be in breach of any of its obligations under the agreement or otherwise be liable to the customer due to any delay in performing or any failure to perform any such obligations by reason of any cause or event beyond the company's control (including without limitation breakdown of plant machinery, strike or industrial dispute, shortage of materials or failure of or delay in receiving supplies, act of war (whether declared or not), Act of God, inclement weather, fire, or any law regulation of any government or any local or municipal authority, any failure or delay in providing any or defect in or fault relating to any telephone line or lease-line or other work supplied or to be supplied by any third party in connection with the agreement. If any such events continues for more than 28 days the company may terminate the agreement forthwith by written notice to the customer without prejudice to the accrued rights of either party.
a) Unless otherwise stated any prices quoted by the company or payable to the company under the agreement 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 charge extra in respect of the above items
iv. pounds sterling.
b) Prices are those prevailing at the time the order form was signed or as otherwise provided in the agreement.
c) Where agreed call offs are not adhered to by the Buyer, the company reserves the right to amend the price structure in accordance with the quantities delivered.
d) Prices quoted for any off-shore services with be translated at the exchange rate at the time as given by Barclays Bank PLC and 2% added for adminstration of exchange.
a) All payments will be made in advance of receiving services, or where any credit is issued, will be settled by terms stated on the invoice. If any services are to be paid for monthly, the customer must complete for the duration of the agreement a direct debit or standing order form in the companies favour in respect of those payments.
b) The company may suspend the provision of any of the services without notice if any sum payable by the customer is relation to the agreement is not paid on the due date for payment except to the extent that in the case of a consumer contract that results from the customer lawfully offsetting against that sum an amount equal to any sum owed by the company to the customer for any breach of the agreement or the customer persists in using the service other than in accordance with the agreement after notice from that company requiring him to comply with acceptable use policies (which are available on the Internet) or the customer fails to perform any of its obligations under the agreement. This will not relieve the customer of the obligation to pay the agreed amount for the entire period of service or any other obligation to the company.
c) Where payment of any sum payable under the agreement which is not paid by the customer by the due date the customer shall pay interest on any unpaid amounts calculated at 3% above Barclays Bank plc's base rate for the time being in force and on a daily basis.
d) No cash or other discount is allowed unless agreed in writing.
e) If the company is able to deliver some of the items/service subject of the agreement but unable to deliver all the items/service 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/services as delivered.
6. TELEPHONED ORDERS
The customer agrees to send to the company a written order in confirmation of any telephoned orders duly marked with any confirmation reference given by the company otherwise the company cannot accept liability for any duplication of delivery that may occur.
7. TITLE OF GOODS
a) Immediately upon delivery to the customer of any goods agreed to be sold by the company to the customer, the customer shall become the bailee thereof and the legal title thereto shall be retained by the company as bailor. Notwithstanding the delivery and the passing of risk, the legal beneficial ownership of the goods will remain with the company until the company has received payment in full of:
i. all sums payable to the company in relation to the agreement, and
ii. all other sums payable by the customer to the company, when the sums referred to in (i.) are paid, in respect of the supply of any other goods or service.
b) Notwithstanding the terms of (a.) above the customer shall be entitled before discharging its obligation to the company to resell the goods or any of them. Upon such re-sale and without derogating from the company's other remedies (including its right to trace) the customer shall hold the proceeds of sale upon trust in a separate account first for the company for an amount equivalent to all sums owed by the customer to the company in relation to the agreement (and all other monies payable by the customer to the company, when those sums are paid, for the supply of any other goods or services). The customer will pay that amount forthwith to the company and will hold any balance in trust for the customer.
c) Title of goods supplied under a rental arrangement remains with the company. The customer must make adequate insurance arrangements to cover such goods for loss or damage howsoever caused. Such goods must be surrendered to the company immediately upon termination of contract.
All drawings, descriptive weights, dimensions and the descriptions and illustrations contained in the sales literature and price lists are approximate only and do not form part of this Agreement. In addition, drawings or other technical documents issued either before or after the conclusion of the agreement for the use or information of the customer and such other information of the customer and as may be supplied to the customer, including specifications shall not be copied, reproduced or communicated to any third party without the company's prior written consent.
9. LOSS OR DAMAGE IN TRANSIT
a) The company will not be responsible for damage to any of the goods or loss of the goods or part thereof in transit unless the customer gives written notice of a claim to the company and to the carrier.
i. in the case of damage within 3 days after having received the goods and
ii. in the case of loss or shortage within 3 days of the date of delivery of the goods under the relevant consignment.
b) The customer will be asked to sign a copy of the company's carriers delivery manifest as acknowledgement of receipt of goods. The customer should inspect the goods carefully, as an unqualified signature shall be deemed to signify the customer's acceptance that the goods are in good condition.
a) If within 12 calendar months of there being delivered any defect in the goods is discovered which is directly due to faulty materials or workmanship, or if a valid claim is made by the customer under Condition 9 (a) (i) hereof, the company will at its option remedy the defect or damage by replacement or repair or give credit to the customer.
b) The guarantee will be subject to the following conditions:
i. it will not apply to any defect or damage resulting from any alteration or modification to the goods without the company's prior written consent, incorrect storage, normal wear and tear, overloading, misuse, abnormal conditions of use, incorrect installation by anyone other than the company, maintenance or repair not carried out by the company, use which is not in accordance with the company's or the manufacturer's instructions, any act or omission of the customer or any third party or any fault in any other goods or equipment.
ii. the customer must complete and return the company's Returns Authorisation form in relation to any such defect or damage. If it appears to the company from the information in the completed form that such defect or damage is covered by the guarantee, a Returns Authorisation number (RMA Number) will be issued confirming that the goods concerned may be returned subject to verification by the company, after inspection of the goods. RMA numbers are valid for 28 days from the date of issue, and if the goods are not returned during that period, a new RMA number must be requested.
iii. allegedly defect or damaged goods must be returned to the company carriage paid at its address stated overleaf, with their original packing and, where applicable, all related manuals and accessories as well as a copy of the completed Returns Authorisation form and a valid RMA number, clearly marked on the outside of the packaging. If any are without a valid RMA number, delivery will be refused. Reasonable carriage costs of returning by road or rail defective goods covered by the warranty under a consumer contract will be reimbursed.
iv. if the customer makes any claim in relation to any goods failing outside the terms of the guarantee the company may charge the customer for inspection an No Fault Found charges in accordance with the charges set out on the company's Returns Authorisation form which is available on request. The customer must collect any returned goods within 5 days of notification that they are not covered by the guarantee or on written instructions from the customer the company will dispose of the goods. Failure to do so will result in the customer having to pay storage charges of £2.00 plus VAT per unit for each day or part of a day from the end of that period until collection.
v. the guarantee will apply to goods replaced or repaired under the guarantee for the balance of the original guarantee period
vi. unless the company otherwise decides, credit will only be given if the customer notifies the company of the alleged defect or damage within 3 days of the customer's receipt of the goods.
11. EXCLUSION OF LIABILITY
a) Except where provided otherwise in these conditions, the company shall be under no liability of whatsoever kind however caused, whether or not due to negligence or willful default of the company or its servants or agents arising out of or in connection with the goods or service. All conditions, warranties or other terms, whether express or implied, statutory or otherwise, except with regard to the company's title to the goods are hereby expressly excluded providing that nothing in this paragraph shall exclude or restrict any liability of the company for death or personal injury resulting from the negligence of the company or its servants or agents, and this sub paragraph (a) will not apply to a consumer contract.
b) In any event, the company liability shall be limited to direct loss and shall not include indirect or consequential loss.
c) The company shall not be liable for the loss or damage to software programmes during the repair or upgrade of any goods, whether or not the same are under warranty.
d) Given the nature of the Internet, it is impossible to guarantee the bandwidth available between the company's customer and another site elsewhere on the Internet. This depends upon the bandwidth at the other site and the bandwidth available on the various circuits over which traffic between the customer and other site passes.
e) It is impossible to guarantee connectivity to any particular part of the global Internet at any time, but the company will endeavour to increase internal connectivity and continuously improve network resilience and connectivity.
f) The company is not responsible for the security of customers equipment connected to the Internet, nor for any direct or indirect damage caused by or through connections to the Internet.
g) The company's services may not be used for criminal or other illegal purposes, nor for any purpose, which violates established practice or protocol on the Internet, nor for the purposes, which make unacceptable use of the network resources. All of the following are considered unacceptable: the transmission of computer viruses, forgery of addresses or other fields in IP packets: unauthorised access to the network management equipment of the company's or other Internet providers: unauthorised transmission of copyrighted material; mail bombing; mass mailing of unsolicited advertising material (SPAM); Any causes of such activity being investigated by the legal authorities will be directed to the customer, and will not be entered to by the company.
h) If the company supplies the customer with a router or other customer premises equipment (CPE) service begins when the company can communicate with CPE over the private circuit provided. If the company is not supplying the CPE, service begins either when the customer's CPE can communicate with equipment over the private circuit provided or when the company's engineers have communicated from the customer's premises over the private circuit using standard test equipment whichever comes earlier.
i) The customer shall be responsible for insuring any of its equipment stored at the company's premises and any customer premises equipment (CPE) against any and all risks (including but not limited to fire, theft and flood) and for obtaining such other insurance cover as the customer in its sole discretion may consider appropriate.
12. RETURNED GOODS AND CANCELLATIONS
The customer shall not return any goods (except in accordance with Condition 10) or cancel any orders without the company's previous written consent. Such consent will not be given where goods have been specifically purchased by the company to meet the customer's requirements. If the company in its discretion gives consent, it reserves the right to make a cancellation charge of 25% (or such higher percentage as may be notified to the customer before or when such consent is given by the company) of the contract price of the goods plus VAT.
13. COPYRIGHT, PATENTS, TRADE MARKS AND INTELLECTUAL PROPERTY RIGHTS
a) The customer acknowledges that rights in respect of trade marks, trade names, copyrights, patents and other intellectual property rights connected with the goods do not pass to the customer.
b) The customer agrees to indemnify the company against all liabilities, costs and expenses which the company may incur as a result of work done in accordance with the customer's specifications which involve infringement of any patent or other proprietary right.
The company reserves the right to sub-contract any part of any work or supply of any goods or services. The customer cannot sub let space without prior written consent.
15. CONSTRUCTION AND USE
The company shall not be responsible for adapting or modifying any goods/services to conform to statutory requirements not current at the time when the agreement is entered into.
The headings of these conditions are for convenience only and shall have no effect on the interpretation thereof.
a) The company shall be entitled by notice in writing to terminate the agreement without prejudice to any claim or right the company may otherwise make or exercise where
i. the customer is in breach of any term, condition or provision of the agreement or required by law.
ii. the customer shall go into liquidation (except for the purpose of reconstruction) or if any petition or resolution to wind up the customer shall be presented or if a receiver is appointed of the customer's undertake property of assets or if a distress shall be levied upon any of the customer's property, or if the customer shall commit any act of bankruptcy.
The customer subscribes to the company's service upon signing the company's order form, or where such form is not signed from the date that the customer places a telephone order or other order for service. These Terms and Conditions are a part of the contract between the customer and the company. The agreement will continue for a minimum period of one year from the commencement of service and will automatically continue for successive one year periods unless or until the company or the customer (unless he is a Dial In Account / ADSL) gives not less than three month's written notice of termination to the other expiring at the end of the first year or any subsequent year or (if the customer is a Dial In Account / ADSL) he or the company gives not less than one month's written notice to the other, expiring on or at any time after the end of the first year.
The agreement 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 the agreement.
a) This agreement cannot be assigned in whole or in part by the customer to a third party but the company may assign all or any of its rights or obligations in relation to this agreement. None of these conditions can be varied without the company's written consent. The company order form signed by the customer and these terms and conditions form the entire agreement between the company and the customer.
b) The provisions of the agreement are severable, and if any provision or part of it is held to be invalid or unenforceable by any court or other body of competent jurisdiction that will not affect the other provisions or the remainder of the relevant provision.
20. CUSTOMER RESPONSIBILITIES
The customer will:
a) provide and maintain the local loop between the customer premises and the company if this is not in the services subscribed to:
b) notify the company promptly of any failures in the local loop or with the company equipment installed at the customer premises.
c) provide and maintain any computer hardware and software required to use the company's services.
d) keep the company's customer's premises equipment which is loaned to the customer safe from harm, make no attempt to modify or alter in any way, and allow the company's staff to remove that equipment at the termination of service and indemnify the company in respect of any loss or destruction of that equipment until it is redeemed to the company.
e) comply with acceptable use policies on any academic or research networks access via the company.
21. SET OFF
The company shall be entitled but not obliged at any time to set off any sum payable by or any liability of the customer to the company against any sum payable by or liability of the company to the customer (in either case whether arising under the contract for the supply of the goods or otherwise howsoever and whether any such liability is present or future, liquidated or unliquidated and irrespective of the currency or its denomination) and may for such purpose convert or exchange any currency. Any exercise by the company of this right will be without prejudice to its other rights under the contract relating to the supply of the goods.