21st Century LAN - Sussex based IT Consultancy

Terms & Conditions

"The Company" means 21st Century LAN Limited.

"Customer" means the Buyer who accepts a quotation of the Company for the sale or supply of the Goods or Services or whose order for the Goods or Services is accepted by the Company.

"Order" means the order for Goods or Services either by way of the Company's quotation or the Customers request in which these conditions are incorporated.

"Goods" means the equipment, materials, components & software

"Services" means the configuration, installation, commissioning & set-up of existing & new equipment &/or maintenance, repair, upgrading of the Customer's existing equipment, which are to be supplied in accordance with these conditions.

"Writing" means communication by e-mail, 1st class post, fax or hand delivery, such written communication will not be deemed served on the Company until received by the Company.

The headings in these terms & conditions are for convenience only & shall not affect their interpretation.

The parties agree that these terms & conditions (together with any other terms & conditions expressly incorporated into this contract) represent the entire agreement between the parties relating to the sale or supply of the Goods or Services & that no statement or representation made by either party has been relied upon by the other in agreeing to enter into this contract.

The Company's employees or agents are not authorised to make any presentation concerning the Goods or Services unless confirmed by an Officer of the Company in writing. In entering into the Contract the Customer acknowledges that it does not rely upon any such representation which is not so confirmed.

Any advice or recommendation given by the Company or its employees or agents to the Customer or its employees or agents as to the storage, application or use of the Goods or in relation to the supply of the Services which is not confirmed in writing by the Company is followed or acted upon entirely at the Customer's own risk & the Company shall not be liable for any such advice or recommendation which is not so confirmed.

Quotations issued by the Company are given subject to these conditions & are not offers capable of acceptance so as to make a legally binding contract. All orders (by whatever name called) placed with the Company require the Company's acceptance before any Contract arises.

These conditions exclude any other terms & conditions in any form of contract or Order or similar which are inconsistent with these conditions which the Customer may seek to impose, even if such purports to exclude or supersede any terms & conditions inconsistent with them. The Customer accepts that any Goods or Services received by him or any contract between the Company & Customer, shall be deemed to be acceptance of these conditions.

Any variations to these conditions shall have no effect unless expressly agreed in writing & signed by an Officer of the Company & the Customer.

Any typographical, clerical or other error or omission in any written or printed document or information issued by the Company shall be subject to correction or alteration at any time without any liability on the part of the Company.

The Customer acknowledges; that it purchases the Goods or Services in a competitive market & that the bargaining strength of the Company was not a relevant factor; that it received no inducement to agree to any term herein; that it knows & understands the existence, extent & meaning of these conditions; that it knows & understands the restriction or exclusion of any rights given to it in this contract or by any of the implied or express conditions & warranties contained in the Sale of Goods Act 1979 &/or the Supply of Goods & Services Act 1982 or any other enactment or any other principle in law or equity & that it accepts the restriction or exclusion of those conditions as being fair & reasonable having regard to all the circumstances of the agreement.

No order submitted by the Customer shall be deemed to be accepted by the Company unless & until confirmed in Writing by the Company.

The quantity, quality & description of & any specification for the Goods or Services shall be those set out in the Company's quotation. All descriptive weights, dimensions & the descriptions & illustrations contained in the Company's sales literature & price lists are approximate only & shall not form part of this Agreement. In addition, drawings or technical documents issued either before or after the conclusion of this Agreement for the use or information of the customer & such other information as maybe supplied to the customer including specifications shall not be copied, reproduced or communicated to any third party without the Company's prior written consent.

The Customer shall be responsible to the Company for ensuring the accuracy of the terms of any order (including any applicable specification), & for giving the Company any necessary information relating to the Goods or Services & within a sufficient time to enable the Company to perform the Contract in accordance with its terms. The customer is entirely responsible for satisfying itself that all Goods or Services supplied by the Company (including any descriptions, data, drawings, advice, recommendations or other information provided by the Company in relation to those Goods or Services) are entirely suitable for the Customer's purposes, having particular regard to relevant on-site conditions, the nature of any existing equipment of the Customer or other circumstances of the application of the Goods or Services known only to the customer or any particular purpose intended for any Goods.

The Company reserves the right to make any reasonable changes in the specification of any Goods which do not materially affect their quality or performance. Should any materials or parts specified or required for completion of the contract be unavailable, the Company is entitled to supply a suitable substitute & this shall be accepted by the Customer in full satisfaction & performance of the Company's obligations in that regard.

No order which has been accepted by the Company may be cancelled by the Customer except with the agreement in Writing of the Company & on terms that the Customer shall indemnify the Company in full against all loss, costs (including the cost of all labour & materials used), damages, charges & expenses incurred by the Company.

The Company reserves the right to delegate or subcontract any part of the Services or any preparation or supply of the Goods.

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

The price of the Goods or Services shall be the Company's quoted price. Unless otherwise stated any prices quoted by the Company are:

exclusive of value added tax & any other taxes.
exclusive of carriage, packing & insurance.
exclusive of any release certificates

and the Company shall charge extra in respect of the above items.

The Company reserves the right, by giving notice to the Customer at any time before delivery of the Goods or Services, to increase the price of the Goods or Services to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company (such as, without limitation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture passed on to the Company by the manufacturer) or any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate information or instructions.

The Company reserves the right by giving notice to the Customer to increase the price of the Goods when call off’s previously agreed between the parties are not adhered to by the Customer.

The Customer shall pay the price of the Goods or Services without any deduction upon receipt of the Company's invoice. The Company may, at its discretion, allow the Customer to make payment of an invoice within 30 days of any such invoice.

If the Company is able to deliver some items comprising the Goods or Services but is unable to deliver all such items due to causes beyond its control the Customer shall pay for such Goods or Services as are delivered.

The Customer shall pay the price of the Goods or Services notwithstanding that delivery may not have taken place & the property in the Goods or Services has not passed to the Customer. The time of payment of the price shall be of the essence of the Contract.

If the Customer fails to make payment in full on the due date then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to; cancel the contract (or outstanding part thereof); suspend any further deliveries of Goods or Services to be rendered to the Customer; appropriate any payment made by the Customer to such of the Goods or Services (or the Goods or Services supplied under any other contract between the Customer & the Company) as the Company may think fit (notwithstanding any purported appropriation by the Customer) &/or charge the Customers interest (both before & after any judgment) on the amount unpaid at the rate of eight per cent per annum above Bank base rate from time to time. Until payment in full is made, such interest is to accrue on a daily basis. If it be held that the Company is not entitled to rely upon this provision, the Company will rely upon the statutory provision in respect of interest pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

Unless otherwise agreed in writing, delivery of the Goods shall be made by the Company delivering the Goods to the place stated in the Company's quotation. If the Company has agreed in writing to deliver the Goods to the Customer's premises by a third party carrier, delivery of the Goods shall be made by the third party carrier attending at the Customer's premises. The Customer shall not restrict the time of delivery to normal working hours. The Company reserves the right to put the Goods or any portion or part thereof into storage at the Customer's risk & expense if for any reason the third party carrier is unable to make delivery to the Customer. The Company may in such circumstances at such time as it determines sell the Goods at the best price readily obtainable & the Customer shall be responsible to the Company for any shortfall between that price & the relative price under the Contract.

When the Company has agreed in writing to deliver the Goods to the Customer's premises by a third party carrier, the Customer accepts liability for the condition of the Goods upon delivery. The Customer warrants that it will inspect & reject the delivery if the Goods or the packaging are or appear damaged otherwise the Customer will be deemed to have accepted the Goods in that condition.

Where the Company has agreed in writing to deliver the Goods to the Customer's premises the Company shall be entitled to repair or replace free of charge or allow credit for any Goods lost or damaged in transit, provided that the Customer gives written notice of a claim to the Company:

in the case of damage, within 3 days after having received the goods and
in the case of loss or shortage, within 3 days of the date of invoice.

Any dates or periods of time quoted for delivery of the Goods or the supply of Services are approximate only & the Company shall not be liable for any delay in delivery or supply however caused. Time for delivery or supply shall not be of the essence of the Contract unless expressly agreed by the Company in Writing.

If the Goods are to be delivered or Services supplied in installments, each delivery or supply shall constitute a separate Contract & failure by the Company to deliver or supply any one or more installment shall not entitle the Customer to treat the Contract as a whole as repudiated. The Company shall have the right to tender delivery or supply of any portion of the Goods or Services separately & to invoice the Customer therefore.

Should the Company have agreed in writing to install &/or commission any Goods at the premises of the Customer or elsewhere, it shall be under no liability for any direct or indirect loss or damage howsoever arising caused to the Customer or to any third Party as a result of or in connection with such installation or commissioning.

If any Goods are to be installed or commissioned by the Company at the Customer's premises then the Customer shall not use the Goods pending such installation or commissioning.

Webspace is booked annually in advance and will include;

up to 20 Separate POP3 Mailboxes at your Domain name
50Mb of web space
Virus Sweeping service for your Domain
1GB of Data Transfer per Calendar Month
Nightly backup of your web data

Web sites hosted by the Company, are web sites designed and supported by the Company. Web sites designed by the Customer &/or any third party, or alterations to the Company's web sites require the prior written consent of the Company. Should a Customer, or it's agent upload alternate material to the Company's webspace, the Company reserves the right to immediately suspend all web services until such time as the issue is resolve. The Company accepts no liability whatsoever due to the suspension of these web services.

Web sites are specifically designed to allow maintenance via web pages, meaning neither FTP access, nor any web skills are required by the client. FTP access can be enabled if necessary if necessary and at the discretion of the Company. The Company retains the right to revoke FTP access with no notice, should the Customer breach any of the Company's Terms and Conditions

Annual renewal happens automatically and renewal charges fall due on the invoice date. This allows the webspace and e-mail addresses to continue to function.

Cancellation of annual renewal is required in writing three months before the due date. Should cancellation not be given within this time frame the annual renewal charge will be due in full and the date of cancellation will fall on the next renewal date.

The Company reserves the right to remove a web site and suspend all e-mail addresses should a renewal charge remain unpaid on the invoices due date. The affected web site will be re-instated along with all e-mail addresses when clear funds are received from the customer. The Company accepts no liability whatsoever due to the suspension of these web services.

Notwithstanding delivery & the passing of risk in the Goods, or any other provision of these Conditions, the legal & beneficial titles in the Goods shall not pass to the Customer until the Company has received, in cash or cleared funds, payment in full of the price of the Goods & all other Goods agreed to be sold or Services to be supplied by the Company to the Customer for which payment is then due, together with all other monies payable in relation thereto by the Customer to the Company.

Until such time as the property in the Goods passes to the Customer, the Customer shall hold the Goods as the Company's fiduciary agent & bailee, & shall keep the Goods separate from those of the Customer & third parties & properly stored, protected, insured, clearly marked & identified as the Company's Property & shall not annex the Goods to any premises without the Company's written permission. Should the Customer resell or otherwise dispose of the Goods but not have accounted to the Company for the price of the Goods & all other Goods agreed to be sold & Services to be supplied by the Company to the Customer & all other relevant monies, the Customer shall keep such proceeds of sale or other monies that are due & payable to the Company in a separate bank account & separate from any other monies or properties of the Customer & third parties.

Until such time as the property in the Goods passes to the Customer the Company shall be entitled at any time to require the Customer to deliver up the Goods to the Company & shall have irrevocable licence to enter upon the premises of the Customer or of any third party where the Goods are stored & inspect or repossess the Goods. The Customer shall in any relevant contract with any Third Party protect this right of the Company.

The Customer shall not be entitled to pledge or in any way charge by way of security or any indebtedness any of the Goods which remain the property of the Company, but if the Customer does so, all monies owing by the Customer to the Company shall forthwith become due & payable without prejudice to any other right or remedy of the Company.

The Company is entitled to maintain an action or claim for the price of the Goods even though the property in them may not have passed to the Customer.

The Company warrants that if the Goods are manufactured by the Company they will perform in accordance with their specification save that the Company shall be under no liability in respect of any defect in the Goods, components, materials or parts arising from any fault or defect in any drawing, design, information or specification supplied by the Customer nor in respect of any fault or defect arising from fair wear & tear, wilful damage, negligence by the Customer or by a third party, abnormal working conditions, failure to follow the Company's or manufacturer's instructions, misuse or alteration or repair of the Goods without the Company's approval.

Any claim by the Customer pursuant to such above warranty by the Company shall be conditional upon:

the Company being notified in writing within 7 days of the Customer discovering any such defect & in any event during the currency of such warranty and
the defective Goods being returned to the Company at the Customer's expense and
identification of the defect by the Company upon examination of such Goods the costs of which shall at the discretion of the Company be paid by the Customer forthwith.

In such circumstances the Company shall at its discretion be entitled to replace or repair such Goods (or the part in question) free of charge or refund to the Customer the price of the Goods (or a proportionate part of the price) & the Customer shall accept the replacement, repair or refund in full & final satisfaction & the Company shall have no further liability to the Customer. In such circumstances the Customer is responsible for copying or backing up any data or information on or in any Goods as the Company is not responsible for the loss or corruption of any such data or information.

If the Goods are not manufactured by the Company they are not guaranteed or warranted by the Company & are sold entirely subject to the terms & conditions of any relevant manufacturers guarantee or warranty & the Customer must rely upon any guarantee provided by the manufacturer. The Company assigns to the Customer the benefit of any such guarantee or warranty so far as it is capable of assignment. The Company does not warrant that any software not created or manufactured by the Company is free from any virus, trojan, spyware, malware, or similar.

Except in respect of death or personal injury neither the Company nor the Customer shall be liable to the other for any claim for direct, indirect or consequential economic or other losses, damages or liabilities such as (without limitation) lost profits, revenue, costs including legal & other professional costs, removal, storage or other expenses, or other claims to any consequential compensation whatsoever, arising from or in connection with any representation or any express or implied warranty, condition or other contract term or any duty at common law or pursuant to statute which arises out of or in connection with the sale or supply of the Goods or Services except as expressly provided in these terms & conditions. The Parties will use their best endeavours in allocating resources to minimise any such losses.

The Company shall not be liable to the Customer or be deemed to be in breach of the Contract or any part thereof by reason of any delay in performing or any failure to perform, any of the Company's obligations in relation to the Goods or Services if the delay or failure was due either directly or indirectly to any cause beyond the Company's reasonable control including but not exclusively; act of God, explosion, flood, earthquake, subsidence, tempest, fire or accident; war or threat of war or preparation for war, sabotage, collapse of structure, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measure of any kind on the part of any governmental, parliamentary or local authority, import or export regulation or embargo; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Company or of a third party); unexpected difficulties in obtaining raw materials, labour, fuel, parts or equipment; power failure or unforeseeable breakdown in equipment.

The Customer warrants that it shall have at all material times an effective policy of insurance to cover any liability or claim that may arise in respect of the Goods or Services (including but not limited to direct, indirect & consequential losses).

The Company is not liable for the loss or corruption of any of the Customer's information or data held on or in any of the Customer's equipment, materials, components or software which may be lost or corrupted during the Company's maintenance, repair or upgrading of such equipment, materials, components or software & the Customer accepts responsibility for protecting &/or preparing a "back-up" copy of any such information or data prior to the Company carrying out such Services.

If during the Company's supply of the Goods or Services it connects the Customer's equipment, materials or components to the Internet or any other dial up or telephony service, the Company is not liable for any such connection charges or fees nor for ensuring that the Customer's equipment, materials or components are disconnected or continue to be disconnected from the Internet or any other dial up or telephony service nor for any charges or fees that may arise from such disconnection not being properly effected.

These clauses apply if the Customer enters a voluntary arrangement with its creditors, or has or had a petition or an administration order with its creditors presented against it, or becomes subject to an administration order, or becomes insolvent, goes into compulsory or voluntary liquidation or a provisional liquidator or a receiver &/or manager or administrative receiver is appointed, an encumbrancer takes possession of any of the property or assets of the Customer or if the Customer ceases, or threatens to cease, to carry on any business, fails to or refuses to pay in full any sum due & payable by the Customer to the Company on the due date for payment, fails to take delivery of the Goods or any part thereof otherwise than in accordance with the Customer's contractual rights under the Contract, or the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer.

If clause 10(a) applies then without prejudice to any other right or remedy available to the Company, the Company shall be entitled to immediately cancel the Contract or any part thereof or suspend any further deliveries of Goods or Services under the Contract without any liability to the Company, or require a cash payment before any further delivery of Goods or Services is provided. If the Goods or Services have been delivered or supplied but not paid for, the price shall become immediately due & payable notwithstanding any previous agreement or arrangement to the contrary or other remedy available to the Company.

The Company shall at any time prior to the price being paid, be entitled to enquire of the Customer the Customer's financial position & the Customer shall provide such information forthwith as the Company shall reasonably require.

All designs, drawings, specifications & information supplied in connection with the Goods or Services are confidential & their use must be strictly confined to the Customers work & to the process of this contract.

The copyright, design rights or any other form of intellectual property rights in all drawings, specifications, data & Goods supplied by the Company to the Customer shall at all times be & remain the exclusive property of the Company & shall not be used by the Customer otherwise than as authorised by the Company in writing.

The Customer will fully & effectively indemnify the Company against all actions, costs, claims, damages & demands whensoever made arising from any breach or alleged breach of copyright, patent, design, trademark or other intellectual property rights resulting from the Company reproducing any drawings, designs or plans supplied by the Customer in connection with the Goods & this clause shall remain in full force & effect notwithstanding delivery of the Goods & completion of the contract.

The Customer shall be responsible for ensuring that all statutory, government, E.C. or local authority requirement or direction is complied with in relation to the use of any Goods provided by the Company & the Company gives no warranty that the Goods, or any instructions for their use, comply with any such requirement or direction or in particular with any requirement of the Health & Safety at Work Act 1974 & the Customer shall indemnify the Company in respect of any liability, monetary penalty or fine howsoever arising.

The Customer shall use cautionary notices, warnings, information or advices which may be supplied to him by the Company or otherwise available to him from third parties.

The Company reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements.

Any notice to be given to the Company shall be in Writing.

No waiver by the Company of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision. If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the remainder of the provision in question and any other provision of these conditions shall not be affected thereby.

If any dispute arises out of this agreement the financial value of which exceeds the County Court Small Claims upper limit the parties will initially consider the appropriateness of resolving such dispute by mediation in accordance with the Centre for Dispute Resolution (CEDR) model mediation procedure in such form as is recommended by CEDR. Any dispute arising under or in connection with these Conditions not so resolved by mediation shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the President for the time being of the Chartered Institute of Arbitrators in accordance with the Arbitration Act 1975.

Any reference in these conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

The Contract shall be governed by the Laws of England.