Terms & Conditions

These terms and conditions shall apply to every order placed by any customer ("Customer") on BEYOND THE INVISIBLE LIMITED company number 4645110, registered offices at 147 Revelstoke Road, London SW18 5NN ("Beyond the Invisible") for any goods or services.

These terms and conditions were last updated the 5th August 2004.

THEREFORE IT IS AGREED:

1. Contracts.

These terms and conditions constitute the entire agreement of the parties, and all other communications, warranties (whether express or implied) representations, understandings or agreements with respect to the subject matter hereof are specifically excluded. These terms and conditions may be modified only by written agreement signed by a director of Beyond the Invisible. All orders for products whether written, verbal or by email will be subject to the terms of these terms and conditions and any Customer terms in any order which are inconsistent with these terms and conditions shall be null and void. Beyond the Invisible shall have no obligation to accept all or any orders.

2. Product Supply.

2.1 Beyond the Invisible will supply to Customer (subject to the trademark and/or copyright of Beyond the Invisible and/or its suppliers) any product(s) on the terms set out in these terms and conditions.

2.2 Unless otherwise agreed, products will be despatched to Customer's premises FOB. From the deposit of products by Beyond the Invisible at a courier of Customer's choice all risk in the products shall be borne by Customer.

2.3 Any products not supplied by Beyond the Invisible but purchased by Customer from any third party shall not be subject to any of the warranties contained herein.

3. Supply of Services

3.1 Beyond the Invisible will supply services to Customer at its then current published rates or subject to an agreed written quotation.

3.2 The Customer shall obtain and pay for all necessary consents and permissions for any installation and shall, when requisite and at their own cost, provide a supply of electricity for the installation.

3.3 The Customer is responsible for ensuring that any electrical work is carried out by a suitably qualified person. Any remedial work or time required due to a faulty or substandard installation will be at the Customer's expense.

3.4 Where possible Beyond the Invisible will check the integrity of any cables installed by third party contractors. However any remedial work required as a result of damage by contractors will be at the Customer's expense.

4. Price and Payment.

4.1 Customer will pay Beyond the Invisible the appropriate purchase price for any product(s) and/or fees for the services as advised by Beyond the Invisible on the acceptance of any order. Property and risk in any product shall pass on payment in full by Customer of the price of the relevant product.

4.2 All sums referred to in Clause 4.1 shall be payable by credit card or cash at time of order or within 7 days of invoice date at the discretion of Beyond the Invisible.

4.3 Past due amounts owed by the Customer shall bear interest at the rate of 1.5% per month. Customer shall reimburse Beyond the Invisible for all reasonable costs incurred in the collection of past due amounts owed by Customer.

4.4 Purchase prices and fees stated by Beyond the Invisible are net of VAT. The relevant VAT and any future relevant taxes or tariffs not currently in force will be paid to Beyond the Invisible by Customer.

4.5 Any cancellation of an order or part thereof may result in loss to Beyond the Invisible for which Customer will be liable.

5. Copyright and Intellectual Property.

5.1 No right title or interest in any copyright, patent or other intellectual property right in any products shall pass to or vest in customer except as may be expressly granted under the terms of any supplemental agreement or software licence agreement supplied with any program.

5.2 Customer shall ensure that all copyright notices on any product shall not be deleted and shall be accurately reproduced on all copies of the same.

5.3 Unless otherwise agreed in writing, all intellectual property rights relating to or connected with the provision of any product or services shall automatically vest in Beyond the Invisible or its licensors and the Customer undertakes to execute such documentation as may be necessary to perfect the title of Beyond the Invisible or its licensors to such rights.

6. Data Protection and Privacy

6.1 As required by the Data Protection Act, we follow strict security measures in the storage of Personal Information to prevent unauthorised access. We will hold all information which we may have access to as a result of the provision of services to you in strict confidence. It is your responsibility to ensure that any information you hold and to which you may grant us access is not obscene or defamatory, and that you hold a current data protection registration in respect of the details of any third parties that you may hold.

6.2 You warrant to us that all software programs installed at your premises are legally licensed. We will not deal with unlicensed software or any information that is offensive or obscene or otherwise illegal and notwithstanding anything to the contrary herein reserve the right to disclose the same to any relevant authority should it come to our attention.

7. Warranty and Limitation of Liability.

7.1 Beyond the Invisible warrants that any services provided under these terms and conditions shall be performed in a professional and workmanlike manner. The warranty relating to any products purchased or licensed hereunder shall be that provided by the manufacturer or as set out in any software license agreement supplied with the product.

7.2 SAVE AS SET OUT IN 7.1, BEYOND THE INVISIBLE MAKES NO EXPRESS OR IMPLIED WARRANTY WITH RESPECT TO ANY PROGRAM OR GOODS OR SERVICES TO BE SUPPLIED BY BEYOND THE INVISIBLE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BEYOND THE INVISIBLE DOES NOT WARRANT THAT ANY PROGRAM WILL BE ERROR-FREE, OR THAT ANY DEFECTS THAT MAY EXIST IN ANY PROGRAM WILL BE CORRECTED. CUSTOMER ACKNOWLEDGES THAT BEYOND THE INVISIBLE HAS MADE NO REPRESENTATIONS REGARDING WARRANTY OR PERFORMANCE OR CAPABILITY.

7.3 IN NO EVENT SHALL BEYOND THE INVISIBLE BE LIABLE FOR ANY LOSS OF PROFITS, BUSINESS, USE, DATA OR INFORMATION OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER INCLUDING BUT NOT LIMITED TO DAMAGES RESULTING FROM LOSS OF USE, LOSS OF ANTICIPATED SAVINGS OR LOST DATA EVEN IF BEYOND THE INVISIBLE HAS BEEN ADVISED, KNEW, OR SHOULD HAVE KNOWN OF THE POSSIBILITY THEREOF, OR FOR ANY CLAIM BY ANY THIRD PARTY.

7.4 Customer agrees that Beyond the Invisible's liability under these terms and conditions in contract or tort or howsoever arising shall not exceed the total amount of fees paid by Customer to Beyond the Invisible. This limitation shall not apply to death or personal injury caused by Beyond the Invisible's negligence.

7.5 The operation of this Clause 7 shall survive the termination of these terms and conditions.

8. Term/Termination.

8.1 These terms and conditions shall take immediate effect on signature or acceptance of any order by Beyond the Invisible if earlier, and shall remain in force until terminated as provided below.

8.2 Either party may at its option terminate these terms and conditions by written notice:

8.2.1 Immediately should the other party commit any act of bankruptcy (or any act which in the case of an individual would constitute an act of bankruptcy); or

8.2.2 Where not remediable, on breach by the other party of these terms and conditions; or

8.2.3 Where remediable if any breach by the other party of these terms and conditions is not corrected within 30 days of written notice.

8.3 On expiry or termination of these terms and conditions, each party shall return and made no further use of property, materials and other items (and all copies thereof) belonging to the other.

8.4 Termination of these terms and conditions or any supplemental agreement shall not prejudice either party's accrued rights.

9. General

9.1 These terms and conditions may not be assigned or otherwise transferred without Beyond the Invisible' prior written consent.

9.2 The failure or delay by either party to enforce any term of these terms and conditions shall not be deemed a waiver of such term.

9.3 These terms and conditions are subject to any governmental laws, orders or other restrictions ("Export Requirements") on the export of products and related information and documents which may be applicable to Beyond the Invisible or its licensors which may be imposed from time to time by the governments of the United States of America or the United Kingdom. Customer will not commit any act or omission which will result in a breach of any such Export Requirements.

9.4 No delay, failure or default in performance of an obligation hereunder shall constitute a breach of these terms and conditions to the extent caused by force majeure.

9.5 All notices shall be in writing and delivered by hand or sent by first class prepaid mail to the above address of the other party or as otherwise notified and shall be deemed received on the earlier of actual receipt or five days after deposit in the mail.

9.6 These terms and conditions shall be governed by and construed under English law and the courts of England shall have exclusive jurisdiction.

 

SIGNED BY

BEYOND THE INVISIBLE

CUSTOMER