These are the terms of business of Catalyst Services Ltd. trading as innovecom (innovecom) registered in England no.3308904 whose registered office is at 37, Great Pulteney Street, Bath, BA2 4DA

This is an important document and affects your rights and obligations. It also includes exclusions and limitations that apply to you. The terms and conditions may be subject to change by us without notice although changes will not affect Agreements that have already come into existence. You will be asked to approve the terms every time before you place a purchase order.

1) Definitions

Agreement means this Agreement.
You (your, yourself) means a person or company buying or using innovecom or innovecom supplied Products or Services.
We (us, our) means innovecom and, where relevant, Manufacturer and/or Service Provider.
Integration Material (IM) means 3rd Party Products or Customer Factory Integration (CFI) Software.
Order Confirmation means acknowledgement of Product(s) and/or Service(s) ordered by you, sent by innovecom.
Price means the Price stated in Order Confirmation.
Product means Product as described in Order Confirmation, may include 3rd Party Products and Service Offerings not branded or manufactured by innovecom.
Service/Service Offering means Service or Service Offering as described in Order Confirmation and any innovecom service or Service Offering description document.
Service Provider means innovecom or its authorised service experts.
Software means computer operating systems or applications.
Confidential Information means all information passing from you to innovecom or vice versa that is not in the public domain.
Working Day means each eight hours of services provided and shall include travel time. For the avoidance of doubt each hour or part thereof shall be accrued and count towards each working day.

2) Application

a) This Agreement applies to Products and Services provided under this Agreement

b) The Agreement also applies to all statements made by us in brochures, price lists, adverts, quotations, on the internet or verbally and to all work done by us for you and over-rides any terms and conditions stipulated, incorporated or referred to by you whether orally or in writing and whether in your brief to us or in any negotiations.

c) Any other Terms, Conditions or Purchase Orders are excluded.

d) Placing your order means acceptance of this Agreement.

e) We may change this Agreement at our choosing.

f) We are an independent contractor and no partnership, employer /employee relationship or agency is created by these terms and conditions.

3) Orders/Contract

a) Orders can only be placed by businesses within Great Britain. All goods are subject to availability. Because of continuing product development the specification or design of goods may vary from that shown. You are responsible for deciding on the suitability of the goods offered for any particular purpose and for the consequences arising from any work we undertake on the goods at your request. We reserve the right to refuse to accept Orders and all Products and Services are subject to availability.

b) We shall accept Orders by confirming the Order in writing, or delivering or invoicing any of the Products or commencing provision of the Services.

c) Orders are accepted by writing, internet, telephone or fax but we shall not be deemed to have accepted any such Order until such confirmation, invoicing, delivery or provision. We have the right to decline or cancel any purchase order containing erroneous prices.

d) Please check the Order Confirmation and notify us of any mistake in writing immediately or the details stated in the Order Confirmation will apply to this Agreement.

e) Your Order shall be the offer to purchase.

f) On acceptance of an Order a Contract will be made between us and you. The invoice you will receive will cross-reference your Order number and will indicate where payment is to be made.

4) Price & Payment Terms

a) Quotations are only valid in writing and during the period that they state. If unstated, the period is 10 days. We reserve the right to change Products at any time but we guarantee you at least equivalent functionality and performance.

b) Prices exclude all tax, shipment, insurance and installation. Exchange rates, duties, insurance, freight and purchase costs (incl. for components & services) may cause us to adjust prices.

c) The following expenses are not included in the Services provided by us and will be separately invoiced, generally at the same time as Services, and subject to the same payment terms:

i) sub contracted services agreed with you in advance
ii) courier
iii) delivery
iv) travel
v) accommodation
vi) subsistence
vii) photocopying
viii) miscellaneous materials and services

d) Payment will be made before supply or service or, if agreed, within 30 days of the invoice date. We may suspend deliveries or service until full payment. Cheques may only be accepted conditionally.

e) Payment may be by Lease provided a separate lease agreement is agreed between the lessor and you. If the Lease payment option is taken then you will be required to enter into a separate written agreement with the lessor. These Terms shall apply to govern the supply of Products and Services however your contract will be between you and the lessor instead of us.

f) If payment is late, 2% above the minimum lending rate on the late amount and the costs of recovery shall be payable by you.

g) Where supply is being secured from an overseas source, or foreign currency transactions are involved, separate terms will be agreed in advance of the supply being commissioned.

h) Some suppliers require payment for their accounts to be in their hands by specific dates, otherwise a surcharge is incurred. Where this is a condition with them, it will on sufficient notice become a condition of our contract with you. You hereby agree to pay the surcharge if you fail to pay us on our due dates.

i) All sums payable will be subject to payment of VAT at the relevant rate from time to time.

j) The property in the Products or Services shall not pass to the you until we have received in cash or cleared funds payment in full of the price of the Products or Services and all other Products and Services previously sold or supplied by us to the you for which payment is then due.

5) Delivery/Title/Risk

a) The delivery period in the Order Confirmation is approximate. Times for delivery are targets only and we shall not be responsible for late delivery. In the event that the Products and Services have not been delivered in a reasonable time from the target delivery date then you should call (0800 0859 007) giving your Contract number and such other details as may be available to assist us to track the status of the delivery and to give a new anticipated delivery date or time. Where the new anticipated delivery date is more than one month from the initial delivery date then you shall have the right to cancel the Contract without liability to us for refund of the Price paid. You shall have no other rights against us for delay to delivery.

b) Delivery by instalments may be made.

c) Products and Services will be delivered to agreed locations in mainland of the United Kingdom of Great Britain and Northern Ireland for the charge agreed in the Order Confirmation. The place of delivery is stated in the Order Confirmation.

d) We shall be responsible for the insurance and care of Products and Services up to the point of delivery. Once delivery has occurred then the Products and Services are your responsibility and you should insure the same in accordance with prudent business practices.

e) You or your agent shall sign for delivery of the Products and/or Services upon delivery to the agreed location. In the event that we or our agents should seek to deliver Products and Services to the agreed location and delivery cannot be made due to the absence of you or your agents or a signatory then we reserve the right to charge repeat delivery charges to you. Such charges will depend on our expense but will not exceed £250 per event and shall be payable by you on receipt of our invoice for the same.

f) Title to Product passes on full payment and until then you must insure and store our goods separately and you may not modify, pledge or sell them. We may enter the storage premises to repossess the goods. Should you sell them before title passes, you will become our agent and the proceeds of that sale shall be held on our behalf, separately from your general funds. We may sue for the Price before title passes.

g) If you refuse delivery without our agreement, you must pay our expenses or loss resulting from that refusal, including storage costs, until you accept delivery.

6) Acceptance

a) When you receive Product you must inspect it promptly and within any statutory reasonable period for inspection or rejection, if any. After this period, you will have accepted Product.

b) In the event of any defects in Product or Services discovered after delivery then you will invoke a warranty claim for the relevant Product or Service in accordance with the warranty for the relevant Product or Service as described in the accompanying documentation. You have the duty to notify visible damages to the goods delivered to the carrier.

c) If we agree to the return of Product, at our choosing, it must be in its original condition with packaging, a return note and proof of purchase; the return costs may also be payable by you.

7) Warranty

THE FOLLOWING WARRANTY PROVISIONS APPLY TO ALL PRODUCTS UNLESS OTHER PROVISIONS ACCOMPANYING A PARTICULAR PRODUCT ARE PROVIDED BY THE MANUFACTURER OF THE PRODUCTS, INCLUDING ITS LIMITED WARRANTY STATEMENT, IN WHICH CASE THE LATTER PROVISIONS SHALL APPLY TO SUCH PRODUCT.

a) The warranties will commence upon delivery of the Products to you.

b) You acknowledge that we do not manufacture the Products (or where the Products comprise computer software does not publish or license the software) and subject to the conditions set out below in this clause we sell the Products with the benefit of the manufacturer's or publisher's or licensor's ("publisher's") warranty (as the case may be). We do not warrant such third party Products, which are sold "AS IS" unless otherwise specified in the Contract or documentation accompanying the Products. The third party manufacturer as specified in the documentation warrants products. We will accept liability for defective Products only to the extent that we are entitled to make a claim under the manufacturer's or publisher's, Dead on Arrival, warranty or other defective goods terms and actually obtains from the manufacturer or publisher a refund credit repair or replacement in respect of the defective Products. For example, and without limit, if the manufacturer's or publisher's defective goods terms requires that Product is returned direct to it or a nominated service provider we cannot and shall have no obligation to accept a return of and/or grant a credit for such Product.

c) Neither we nor our suppliers warrant that the operation of any Product will be uninterrupted or error free. Warranty service may not be performed if we or our suppliers reasonably believe conditions at the your site represent a safety or health risk.

d) We and our suppliers do not warrant that the Products will operate in all combinations of hardware and software which may be selected for use by you or that Software is error-free or that its use will be uninterrupted.

e) No warranty or guarantee protection will apply to Products:

i) from which the serial numbers have been removed
ii) damaged by incorrect installation, use, modifications or repair by any unauthorised 3rd party or yourself
iii) not relocated by us
iv) damaged by any party or other external force
v) fitness for any particular purpose
vi) specified by you. You will receive the warranty for these products directly from their manufacturer or licensor
vii) where we have correctly performed any instruction given by you
viii) operated outside the environmental parameters specified for the Product
ix) which have been neglected
x) which have corrosion
xi) which have any foreign matter getting into or onto a part
xii) which have not received specified servicing
xiii) over-heating whether caused by an warranted part or not
xiv) freezing
xv) which have been abused
xvi) which have damage to parts not covered by warranty or consequential damage because of this
xvii) which have damage to parts warranted caused by parts not covered by the warranty

f) No liability will be accepted for any defect which is reported more than 14 days after the relevant fault is discovered

WE MAKE NO OTHER WARRANTIES OR CONDITIONS EXPRESS OR IMPLIED, AND DO NOT WARRANT THE PRODUCT'S PERFORMANCE WITH ANY THIRD PARTY PRODUCT. THE WARRANTIES CONTAINED IN THIS AGREEMENT ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE.

g) Our suppliers will provide the warranty remedies as mentioned in the Supplier's warranty statements provided you promptly notify the us and the Suppliers as indicated in the warranty statements of any non-conformance to the above warranties during the specified warranty period.

h) Any claim by you which is based on a defect in the quality or condition of the Products shall be notified to us.

i) Upon notification of any claim by the you, we shall either:

i) notify the you whether the policy of the manufacturer of the Products is to deal with the you direct (in which case the you shall deal with the manufacturer direct provided we give you sufficient details to enable the you so to do) or:
ii) shall provide the you with a Return Material Authorisation number (in which case the you shall return the Products to us in their original and unmarked packaging together with details of the RMA number and the your name and address).

8) Consultancy services

a) Where we are requested by you to present proposals, such proposals will, except where specifically withdrawn earlier be subject to final agreement as to price and implementation and in any event, remain open for a period of one calendar month, after which they will automatically lapse and be withdrawn by us, unless by then they have been accepted by you.

b) The Services shall be those agreed in writing provided that if you decline to instruct us to seek legal advice in respect of any the Services (including any promotion) it is acknowledged that compliance with relevant legal requirements is your responsibility.

c) We shall exercise reasonable care and skill in providing the Services to you. All other warranties or conditions whether express or implied, relating to quality of services is excluded.

d) We shall use reasonable endeavours to complete the Services within the timescales agreed in writing and inform you immediately of any circumstances arise that are likely to prevent us from completing the Services within the timescales set out in writing.

e) We shall conduct our work hereunder with reasonable care and in accordance with the generally accepted standards of practice within the industry and implement and comply with relevant safety and other legislation or regulatory requirements that apply to the Services.

f) We will perform the Services subject to you not hindering us materially and providing full co-operation to us with no modifications being required or requested by you. Any such modifications may change the price of Services and shall only be binding made in writing and signed by an authorised signatory of both parties. We will not be responsible for any delays to Services caused by such modifications or by any circumstances that are not within their reasonable control. We will use reasonable endeavours to make changes to agreed work (including timescales) at your request provided that you (notwithstanding any agreed budget) shall pay us reasonable and agreed fees in making such changes and indemnify us against all liabilities arising therefrom.

g) We may:
i) introduce or work with another supplier from whom we may receive an introductory or licence fee
ii) sub-contract work to suppliers of goods or services including, in particular, but, without prejudice to the generality of the foregoing, printers, handling houses, hauliers and warehouse keepers

h) All copyright and other intellectual property or other proprietary rights, of whatever nature, in material or ideas shall be our property. We shall use our reasonable endeavours to ensure that our performance of Services does not infringe the intellectual property rights of any third party.

i) You acknowledge and agree that any original and identifiable idea or concept presented by us, in relation to any promotion or advertising campaign invented or developed by us, shall be available only subject to the payment of the relevant fees in connection with such campaign or promotion and in any event shall not be used otherwise by you without express agreement from us.

9) Hardware support services

a) We, the Manufacturer or Service Provider will provide services. Response times are estimates and may vary according to the remoteness or accessibility of Product location. Service may be provided via telephone or internet where appropriate. If agreed and stated in the Order Confirmation, Service Offering may include advice, asset tagging, installation, integration, disposal, training and/or consultancy.

b) Unless stated in the Order Confirmation, the following are excluded from Services:

i) items excluded from Warranty
ii) changes to configuration
iii) relocation
iv) preventative maintenance
v) consumables
vi) diskettes
vii) unnecessary work in our assessment
viii) electrical environment
ix) transfer of data or Software
x) viruses

c) Products will be repaired according to manufacturer or licensor warranty. Parts not critical to Product function (e.g. hinges, doors, cosmetic features, frames) may not be serviced within Service Offering time period.

10) Software and licence terms

a) Products and Services may include computer software. All computer software is subject to intellectual property rights. Software not owned by us is supplied subject to licence and warranty of the Software licensor. We and our suppliers, as the case may be, reserve all our/their rights in computer software; no title to computer software is transferred.

b) Most computer software will be licensed directly from the publisher to the you. The terms of all licenses may be found either in the accompanying documentation to the Product or Service or are available from us on request.

c) Use of Computer Software is licensed in accordance with the relevant applicable non-exclusive non-transferable license terms for the Product or Service. You are deemed to have accepted these license terms at the time of our acceptance of the Order.

11) Software support contract

a) Unless otherwise stated in the Order Confirmation is a 12 month agreement for the telephone support of software products including a quarterly visit from our Technical Support Group to monitor operating and backup systems and ensure anti-virus libraries are kept up to date.

b) Hours of cover are 0900 - 1700 hrs Monday to Friday excluding Bank Holidays. Cover outside these hours is chargeable.

c) Problem resolution should generally be expected within four hours. Any situations that may require a higher level of response must be discussed when the call is placed.

d) Any necessary escalation of problems will be made to the Software Author. All information, including reference numbers received from the Software Author will be passed back to you. Depending on the nature and urgency of the outstanding problem, we will communicate with the Software Author and the you on a regular basis until the problem has been resolved.

e) On-site support for software problems will only be due to the telephone support service being unable to rectify a problem effecting the whole, or a majority, of the user population or if we decide that an on-site visit will be the most expedient course of action.

f) Should on-site support be required we aim to respond within eight hours, resources permitting. As the situation demands we will make all reasonable efforts to be on-site as soon as possible.

g) It is the responsibility of the customer to ensure the security of their network.

h) Both parties will review Support Contract after 12 months. We will provide records of all incidents pertaining to the support contract.

i) Products to be covered by this agreement will be noted on the Order Confirmation.

12) Customer Factory Integration

a) You will specify and provide IM or we may obtain IM at your instruction.

b) We will indicate acceptance and/or validation of IM, then will arrange integration of IM into Product with the manufacturer, producing a CFI Product.

c) We may install CFI Product under your instruction or under our or Manufacturer's technical advice, if agreed.

d) We will not carry out CFI work if it is not technically feasible in our view.

13) Limitations to Liability

a) Our total liability for whatever reason is limited to the contract price net of VAT and disbursements but does not exclude or limit liability for death or personal injury caused by our negligence or other liabilities to the extent that they cannot be excluded by law.

b) We do not accept liability for:

i) indirect or consequential loss
ii) loss of business profits, salary, revenue, savings
iii) damage remedied by us within reasonable time
iv) loss avoidable by you through reasonable conduct, including backing up all data and following our reasonable advice generally
v) all items excluded from the Warranty
vi) Force Majeure

c) You shall indemnify and keep indemnified us against all costs, expenses and damages which may be incurred by us as a result of any claims or proceedings brought against us arising from any act, omission or negligence that you, your employees or an any independent contractor employed by you for all Products and Services covered by this agreement.

d) These limitations will apply regardless of the form of action whether under statute, in contract tort, including negligence or any other form of action.

14) Force Majeure

a) We are not liable for delays in performance (incl. delivery or service) caused by circumstances beyond its reasonable control and will be entitled to a time extension for performance; examples include:

i) any Act of God
ii) war
iii) strike
iv) lockout or other industrial dispute (whether involving our employees or not)
v) supplier / transport / production problems
vi) civil commotion
vii) fire
viii) flood
ix) explosion
x) machinery breakdown
xi) legislation, governmental or regulatory action

b) If this lasts more than 2 months, this Agreement may be terminated by either party without compensation.

15) Intellectual Property

a) "IP" We indemnify you from all costs and liabilities from any claim that use of Product or Services infringes any 3rd party IP. We may recall and exchange or modify Product or refund you, minus depreciation in this event.

b) You indemnify us for any of IM or IP specified or owned by you and integrated into Product.

c) We are allowed to litigate, negotiate and settle claims and you must assist us at our expense (except where IM or IP specified or owned by you is allegedly infringing) when litigation is directly related to your Product.

d) We retain all our own IP in Product. You must notify us immediately of any infringing or unauthorised use of Product or IP in it.

16) Export Control

a) You acknowledge that Product may include technology and Software which is subject to US and EU export control laws and laws of the country where it is delivered or used: you must abide by all these laws.

b) Product and Services may not be sold, leased or transferred to restricted end users or countries or for a user involved in weapons of mass destruction or genocide. You acknowledge that US and EU restrictions vary regularly and depending on Product, therefore you must refer to the current US and EU regulations.

17) Your obligations as a Customer

a) You are responsible for:

i) your own choice of Product and its suitability for purpose
ii) your telephone & postal charges in contacting us, if any
iii) any CFI specifications & instructions given by you
iv) all IM, its performance, licences, authorisations and any unused IM
v) the removal of products we have not supplied during service, the back up and confidentiality of all data in Product and all of your legal and regulatory requirements

b) You must:

i) provide all reasonable courtesy, information, cooperation, facilities and access to enable us to perform duties, failing which we shall not be obliged to perform any service or assistance.
ii) co-operate with us and comply with any agreed procedures and not to withhold or delay approvals unreasonably
iii) provide and be responsible for any data or information relating to your own products and for services necessary for the provision of the Services
iv) provide all reasonable help, co-operation, facilitation, assistance, information, co-operation and services required to complete the Services

c) You agree that Products and Services purchased from the us are meant for the your own use and not for resale.

18) Confidentiality

Each party must treat all information received from the other marked "confidential" or reasonably obvious to be confidential as it would treat its own confidential information.

19) Gifts

From time to time promotional free gifts may be offered with goods. If acceptance of a free gift contravenes your business policies or practices please let us know and we will not provide the free item.

20) Telephone Calls

Telephone calls may be recorded and used for training and/or monitoring purposes.

21) Data Protection

Your data will be held and/or transferred in strict accordance with the applicable data protection laws and our data protection registration and you consent to this. You may instruct us not to use your data for direct marketing purposes.

22) Termination, disputes and jurisdiction

a) We may terminate this Agreement with written notice if you:

i) fail to pay on time and within 14 days of written notice
ii) breach or we or our suppliers suspect you have breached export control laws

b) You may terminate the consultancy and service elements only of this agreement on 60 days notice in writing to our registered office.

c) Either party may terminate if the other:

i) commits a material or persistent breach of this Agreement and fails to remedy this within 30 days of written notice from the other; or
ii) becomes insolvent or is unable to pay debts as they fall due

d) In any dispute both parties agree to expert resolution by a mutually agreed expert, who shall act as expert not arbitrator and failing such agreement the appointed by President of The Institute of Chartered Accountants before the issue of legal proceedings. Each party will pay its own costs in such arbitration and an equal proportion of the expert's costs.

e) Termination of this Agreement shall not affect the accrued rights or liabilities of either party and no forbearance, delay or indulgence by either party in enforcing the provisions of this Agreement shall prejudice the rights of that party, nor shall any waiver of its rights in respect of any breach of this Agreement operate as a waiver of any subsequent breach and no right, power or remedy herein conferred upon or reserved for either party is exclusive of any other right, power or remedy available to that party unless expressly stated otherwise.

f) Any term, clause or provision of this Agreement not being of a fundamental nature that is or becomes for any reason illegal, invalid or unenforceable under the laws of England and Wales shall be ineffective only to the extent of such illegality, invalidity or unenforceability without invalidating the remaining terms, clauses or provisions of this Agreement.

g) English law and the exclusive court jurisdiction of the English courts will apply to this Agreement and any legal proceedings other than dispute resolution in accordance with clause 21 (d) shall take place only in the High Court of England and Wales. The Vienna Convention on Contracts for the International Sale of Goods is excluded.

23) Miscellaneous

a) If any part of the Agreement is found to be invalid or unenforceable by a court, the rest is unaffected.

b) We may subcontract our obligations to a competent third party. Otherwise, neither party may assign or transfer any obligations or rights.

c) All notices must be in writing (by hand, email, fax or 1st class post deemed delivered 48 hours after posting) and sent to a legal officer of either party.

d) Our rights and remedies are independent cumulative and without prejudice to its rights under general law and no waiver by us of any breach shall constitute a waiver of any other prior or subsequent breach. Our rights shall not be affected by any delay, failure or omission to enforce any of your obligations.

e) This Agreement forms the whole agreement between the parties and shall take the place of any previous contracts or verbal or written agreements, arrangements or understandings.