Print Reseller is a trading name of NCR Pads Limited and is a provider of website services.
The following Terms and Conditions apply to all Print Reseller products, hosting and services provided by Print Reseller to the Customer.
Print Reseller reserves the right to make any amendment to these Terms and Conditions at any time, without prior notice.
Print Reseller reserves the right to modify, terminate access to, or discontinue temporarily or permanently any part or the entire website or any information published on the website without prior notification.
1. Interpretation
In these Conditions:
1.1. 'Customer' means the means the party specified for whom Print Reseller has agreed to provide the Services and/or Products to in accordance with these Terms and Conditions.
1.2. 'Products' means any goods or services supplied to the Customer by Print Reseller including computer and/or software products.
1.3. 'Intellectual Property Rights' means all and any Intellectual Property Rights subsisting in any part of the world, whether registered or unregistered, and all or any applications for such rights, including, without limitation, patents, inventions, registered designs, Goodwill, trademarks, trading name, service marks, know-how, designs, copyrights (as defined in the Copyright Designs and Patents Act 1988) which subsist in the Goods and the Services (or are which are capable of subsisting, subject to the making of the appropriate application or registration) and all other similar or analogous items.
1.4. 'Print Reseller' means NCR Pads Limited. Registered Company No: 08075765.
1.5. The headings in these Terms and Conditions are for convenience only and shall not affect their interpretation.
2. Scope of Contract
2.1. These Terms & Conditions together with any other documentation referred to specifically shall govern the entire agreement between the Customer and Print Reseller. No other statement, written or oral, including any statements in any brochure, promotional literature, quotations or tenders of Print Reseller, nor any terms and conditions contained in a purchase order of the Customer shall be incorporated into the contract or have legal effect.
2.2. No variation to these Conditions shall be binding unless agreed in writing between the Customer and Print Reseller.
2.3. Print Reseller employees or agents are not authorised to vary these terms verbally or make any representations on behalf of Print Reseller as to their effect. In entering into this Agreement the Customer acknowledges that it does not rely on any such representations which are not so confirmed in writing.
3. Acceptance
3.1. By purchasing Products from Print Reseller, the Customer confirms that they have read and accepted our Terms and Conditions in full.
4. Charges and Payment
4.1. Failure to meet due payment dates will entitle Print Reseller to suspend work and charge the Customer for all reasonable costs and expenses occasioned thereby. All payments due from the Customer shall be made without any set-off, deduction or counter claim of any nature.
4.2. Overdue payments will attract interest charges for late payment at 2% per annum above the Base Rate of Santander UK PLC. All taxes or duties which Print Reseller shall have to pay, or collect, in connection with the provision of the Services, shall be borne by the Customer (including VAT at the applicable rate at the date of invoice).
4.3. Any additional work required to be carried out or Products supplied by Print Reseller shall be charged for separately by Print Reseller.
4.4. Print Reseller reserves the right, by giving notice to the Customer at any time before delivery of Products to increase the price of the Products to reflect any increase in the cost to Print Reseller which is due to any factor beyond the control of Print Reseller.
4.5. Prices quoted are based on the provision of Services during normal working hours of 9.00 am to 5.00 pm Monday to Friday inclusive and both Services and Products are quoted net of VAT and any other applicable taxes.
4.6. The Customer shall pay any reasonable and proper expenses specified by Print Reseller. Such expenses may include but not be limited to travel, accommodation and all reasonable out-of-pocket expenses.
5. Title
5.1. Title in all Products intended to pass shall remain with Print Reseller until all payments due under the Contract are paid in full.
5.2. Between delivery and payment in full, the risk in any Products supplied shall be with the Customer, who shall keep the same in good condition and repair, properly stored and labelled as being Print Reseller's property and comprehensively insured.
5.3. In the event of non-payment (in full or in part) for the Products by the due date, the Customer hereby irrevocably licenses Print Reseller (insofar as it is able) to enter upon any premises to remove the Products.
6. Rights to Developments
6.1. Any Intellectual Property which may be developed by Print Reseller, relating to the provision of Services, including any enhancements or modifications made to any Products shall vest in and remain the property of Print Reseller. Print Reseller may in its sole discretion develop, use, market and licence any software or data processing material that is similar or related to that which was developed by Print Reseller for the Customer. The Customer shall execute such documents as Print Reseller may reasonably request to give Print Reseller the benefit of and to obtain protection for any Intellectual Property developed by it in carrying out the Services. Subject to payment of all amounts due under this Contract, Print Reseller grants to the Customer a non-exclusive and non-transferable licence to use that part of Print Reseller's Intellectual Property necessary for the Customer's utilisation of the Services.
7. Warranty and Liability
7.1. Print Reseller is not liable to the Customer or other third parties for any kind of damages whatsoever including loss of data and profits, even if Print Reseller has been advised of the possibility of such damages in any condition, or limitation, or negligence.
7.2. The information contained on this website is believed to be reliable. However, the website may contain technical or other mistakes, inaccuracies, or typography errors. Print Reseller denounces all claims as to the accuracy, completeness or adequacy of such information. The information provided on this website should not be construed as IT consultancy, legal, tax, accounting or any other professional advice or service.
7.3. Print Reseller makes no warranties, expressed or implied, including without limitation, those of merchantability and fitness for a particular purpose, with respect to any information, data, statements or products made available on the website. The use of services offered by Print Reseller and any other usage of any material through this website is done at your own discretion and risk. In no event shall Print Reseller be held liable for damages of any kind, including without limitation, direct, incidental, or consequential damages arising out of the use of or inability to use the Print Reseller website or any information provided on the website. The Customer agrees to indemnify, defend, and absolve Print Reseller from any losses, expenses, damages and costs, including reasonable legal fees, arising out of or relating to any misuse of the content and services of the site by the user.
7.4. Print Reseller does not claim that its Products and/or Services shall meet your requirements and will be available on an uninterrupted, timely, secure, and error-free basis. Print reseller does not claim that the results obtained from the use of its Products and Services will be accurate.
7.5. Print Reseller further reserves the right to modify the material, services offered and pricing and descriptions of products and services listed herein at any time without prior notification.
7.6. Print Reseller warrants to the Customer that the Services will be provided using reasonable care and skill. Print Reseller also warrants that it will take all reasonable steps to comply with any agreed timetable but time shall not be of the essence in relation to such obligations. Where Print Reseller supplies in connection with the provision of the Services any Products or Services supplied by a third party, Print Reseller does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise but shall, where possible, assign to the Customer the benefit of any warranty or guarantee given to it.
7.7. Print Reseller shall have no liability to the Customer for any loss, damage, costs, expenses or other claims for compensation arising from any instructions supplied by the Customer which are incomplete, inaccurate, or arising from their late arrival or non-arrival, or any other fault of the Customer including the failure to fulfil its obligations.
7.8. Print Reseller shall not be liable to the Customer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of Print Reseller, its servants or agents or otherwise) which arise out of or in connection with the provision of the Services or their use by the Customer.
8. Change Control
8.1. Print Reseller may at any time make any changes to the Products and Services which are necessary to comply with any applicable safety or other statutory requirements.
9. Health and Safety
9.1. The Customer shall take all reasonable precautions to ensure the health and safety of Print Reseller personnel while the same are on the Customer's premises. The Customer agrees to observe the provisions of the Health and Safety at Work Act 1974 and any amendments thereto.
10. Customer Obligations
10.1. The Customer agrees to carry out its obligations and responsibilities as agreed.
10.2. In all circumstances the Customer will provide Print Reseller with all necessary co-operation, information and support that may reasonably be required by Print Reseller for the performance of its obligations hereunder. Print Reseller will be entitled to charge for additional time required to complete the Services arising as a result of failure of the Customer to meet its obligations.
11. Staff
11.1. The Customer agrees not to solicit the employment of, nor offer employment to, nor use the Services of any employee, or consultant of Print Reseller who has been engaged either directly or indirectly in the provision of the Services, for a period of 6 months from the date of final payment for Services. In the event of the Customer employing or using the Services of any such employee or consultant, whether directly or indirectly, in contravention of this paragraph, the Customer will pay to Print Reseller a sum equivalent to one year's salary for that employee or consultant, such sum to be payable on the date when such employee or consultant is first employed or his services used by the Customer.
12. Termination
Either party may terminate this Contract immediately by notice in writing to the other if:
12.1. The other commits any material breach of this Contract which is capable of remedy and fails to remedy the same within 30 days of notice from the other party requiring the remedy.
12.2. The other has an Administrator, Receiver, Administrative Receiver, Liquidator or Trustee in Bankruptcy or similar officer appointed or enters into a composition or arrangement for the benefit of its creditors.
12.3. In the event that the Contract is terminated during the website set-up stage, the set-up fee is non-refundable if work has commenced, irrespective of such work not being carried out to completion.
12.4. In the event that the Contract is terminated before the completion of the Services, Print Reseller shall be entitled to payment by the Customer for work completed on a quantum meruit basis.
12.5. For the purposes of this clause a breach shall be considered capable of remedy if the party in breach can comply with the provision in question in all material respects other than as to the time of performance.
13. Effect of Termination
13.1. Termination or determination of this Contract shall be without prejudice to any other rights or remedies a party may be entitled to under this Contract or at law and shall not affect any accrued rights or liabilities of either party.
14. Non-disclosure
14.1. Confidential Information includes (without limitation) all and any information about business plans, research and development projects, product formulae, processes, inventions, designs or know-how, sales statistics, financial information, and the names, addresses and contact details of customers or potential customers or suppliers. Both parties have a responsibility to protect and maintain the confidentiality of both parties' Confidential Information. Both parties will not reveal any such Confidential Information except as expressly authorised, required by law, or strictly necessary for the provision of the Services. This obligation will continue until any such information comes into the public domain other than through any breach of this provision.
15. Licensing of Products
15.1. Third party Products purchased by the Customer are sold subject to the terms and conditions of use of the relevant third party licensor for such Products.
16. Notice
16.1. All notices required to be sent hereunder shall be in writing and shall be posted and/or e-mailed to the address listed.
17. Severability
17.1. In the event of any provision of these Terms & Conditions being held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
18. Waiver
18.1. The waiver by either party of any default or breach of this Contract shall not constitute a waiver of any other subsequent default or breach.
19. Assignment/Subcontracting
19.1. The Customer will not be entitled to assign this Contract or their rights or obligations hereunder without the prior written consent of Print Reseller. Print Reseller shall be entitled to carry out any of its obligations under this Contract through sub-contractors.
20. Law
20.1. The Law governing this Contract shall be English law and the forum for settling disputes shall be the English Courts.
21. Force Majeure
21.1. Print Reseller shall not be liable for any consequences due to or resulting from any cause beyond its reasonable control and where this has resulted in delays Print Reseller shall be entitled to a reasonable extension of time and shall be entitled to charge for such time at its then prevailing rates.