WHAT YOU NEED TO KNOW
TERMS AND CONDITIONS
Delivery and Acceptance
Quotations are only valid in writing for the specified period. If unspecified the quotation period is 10 working days.
Orders are only binding when accepted by the 848 group in a written Order Confirmation. The Customer must check the Order Confirmation and notify the 848 group of any error immediately in writing otherwise the details stated in the Order Confirmation shall be subject to this Agreement.
All delivery periods are approximate only. Delivery and invoicing (part invoice) by instalments may be made by the 848 group. The 848 group shall not be liable whatsoever for any loss or damage sustained by the Customer in consequence of the 848 group’s failure to deliver by such date. If the Customer refuses delivery without the 848 group’s agreement, it must reimburse the 848 group for any consequential expenses or loss. Risk of loss passes to the Customer upon delivery.
Title to any Equipment or any part of it will pass to the Customer on receipt of full payment (cleared funds). Risk in any Equipment will pass to the Customer upon delivery and until then the Customer must insure against all risks for the full reinstatement value of the Equipment and store the Equipment separately and must not modify or sell it. The 848 group may sue for the Invoice Charge and any loss or damage and reserves the right to enter the Customer’s premises and repossess the Equipment in relation to a breach of this clause.
When the Customer receives the Equipment or Services, it must inspect for any non-conformity within 5 working days after which the Customer will be deemed to have accepted the Equipment or Services. If the Customer notifies the 848 group in writing of any bona fide dispute acceptance shall still be deemed to occur in accordance with this clause and clause 2.7 shall apply to any repair or remediation works necessary
If the 848 group agrees to install the Equipment or implement Services the Customer shall in accordance with the 848 group’s instructions assist in the preparation for delivery, installation or implementation.
The 848 group shall arrange storage for any Equipment at the Customer’s risk and expense if the 848 group has not received the Customer’s delivery instructions within twenty–one days of the 848 group’s communication that the Order is ready for delivery.
The provision of the Services shall be from the date of the 848 group’s communication confirming the date of provision of Services.
The delivery of the Equipment or Services shall be from the date of the 848 group’s communication stating that the Equipment or Services are ready for delivery or upon the date of the 848 group sending written confirmation.
Where the 848 group is required to stage the delivery of any Equipment over a period of more than 10 days the cancellation fee clause shall apply from the date of the first delivery up to and including the date of the final delivery.
Price and Payment
Price lists do not constitute an offer
Prices are to be fixed for each order at the time of order for a period of twelve months unless the increase is statutory by law.
Payment terms shall be net 30 days from the date of invoice for all
The 848 group may at its sole discretion establish a credit account for the Customer in which case payment for any Equipment or Services due to the 848 group must be paid no later than 15 days after a pre-agreed milestone has been achieved in the project. Where a credit account is not established for the Customer payment is required in cleared funds prior to Completion. Payment is to be made in pounds sterling (£).
The 848 group may charge the Customer interest on any overdue payment at the rate of 2.5% per annum above the base rate of Lloyds bank plc accruing daily from the due date until the date of full payment.
Where any payment is overdue for more than 10 working days the 848 group reserves the right to cancel any unfulfilled Orders without prejudice to any claim or right the 848 group might otherwise have.
The 848 group reserves the right to require payment of the Invoice Charge in stages notwithstanding that such staged payments may be included on the same invoice.
The 848 group shall undertake Managed Services and Support during the hours of 08.00 – 18.00 Monday – Friday and all other services between the standard working hours of 09.00 – 17.30 Monday – Friday, (excluding public holidays) (“the Standard Working Hours”)
All Services provided by the 848 group during the noted Working Hours in clause 3.1 shall be charged at the 848 group’s standard or pre-agreed charging rate.
Any Services agreed to be provided by the 848 group outside of the Standard Working Hours shall attract at a discretionary uplift on and in addition to the 848 group’s standard or pre-agreed charging rate such uplift to be charged at such percentage of the charging rate as the 848 group deem reasonable taking account of the nature of the Customer’s Order and the Services to be provided. A rate card applicable to the Customer shall be agreed prior to the commencement of the Agreement. .
Where the 848 group has agreed a discounted consulting rate for the purchase of volume consulting days this Agreement will be bound by the following clauses:
Volume consultancy days will be agreed based on the total number of days and the expected timeframe for delivery of the days. By default, the timeline from date of purchase order to all consultancy days being used is 12 months
In the instance where a physical purchase order has not been issued or received the above clauses still apply.
If the Customer wishes to cancel a Professional Services Order or any part of it for any reason less than five working days before the specified start date the 848 group reserves the right to charge a cancellation fee at its discretion such fee being no more than 100% of the Invoice Charge.
If the Customer wishes to cancel a Professional Services Order or any part of it for any reason less than ten working days but not less than 5 working days before the specified start date the 848 group reserves the right to charge a cancellation fee at its discretion such fee being no more than 50% of the Invoice Charge.
If the Customer wishes to cancel a Professional Services Order or any part of it for any reason more than ten working days in advance of the specified delivery date, then no cancellation fee shall apply PROVIDED written notice of such cancellation is sent to the 848 group in accordance with clause 5.5
An Order will only be deemed to be cancelled where the 848 group receives written notice of such cancellation detailing those parts of the Order that are no longer required.
If the customer wishes to cancel a Managed Services contract or any part of it for any reason the 848 group will require a minimum of three months’ notice subject to the agreed minimum term being served. The three–month period will be charged at the full contract value.
5.5. An Order will only be deemed to be cancelled where the 848 group receives written notice of such cancellation detailing those parts of the Order to be cancelled and this must be sent to the 848 group’s usual address.
6.1 The 848 group will provide the Equipment and Services exercising reasonable skill and care
The warranties given under this clause 6 do not apply to Equipment or any part thereof which have been
Modified or tampered within any way while in the Customer’s possession custody or control other than in the ordinary course of installation effected in accordance with the installation manual; or
Operated other than in accordance with the recommendations of the 848 group or the manufacturer
Unless otherwise agreed in writing the Equipment is sold with the benefit of the manufacturer’s warranty where available.
The warranties set out in this clause 6 are in place of all other express or implied warranty including any implied warranties of satisfactory quality and fitness for a particular purpose. The 848 group does not warrant that the Equipment or Services will meet the Customer’s requirements or that the operation of the Equipment will be uninterrupted or error free. No oral or written communications by or on behalf of the 848 group shall create a warranty or in any way increase the scope of the warranties given by the 848 group.
Third Party Software
Third Party Software that is supplied by the 848 group will be strictly subject to the Third–Party Software owner’s standard licensing terms accompanying such software which in the event of any conflict shall prevail over this Agreement in relation to the Third–Party Software.
The 848 group gives no warranty whatsoever in relation to the Third–Party Software.
The 848 group’s sole liability in relation to the Third–Party Software shall be to use its reasonable endeavours to enforce the 848 group’s rights, if any, against the third–party owner at the Customer’s expense and as the Customer shall reasonably require.
The Customer must notify the 848 group immediately in respect of any infringement or unauthorised use of any supplied Third–Party Software or any claim in respect thereof to which the 848 group accepts no liability whatsoever.
The 848 group retains the right at its sole discretion whether to accept the return of any Equipment or whether to repair any Equipment or issue a credit note in respect thereof
If the 848 group agrees to accept returned Equipment such Equipment must be complete, unused and in resalable condition along with the original packaging manuals and accessories unless otherwise agreed.
Where the 848 group agrees to accept Equipment returned as a condition of the manufacturer’s warranty the Customer must request a Returns Code from the 848 group and this must be marked clearly on the returned Equipment.
The Customer shall be responsible for all costs incidental to the return of the Equipment including insurance and carriage and such returned Equipment shall remain the risk of the Customer during transit and the Customer shall remain liable for any damage to the Equipment during transit. The 848 group does not accept liability for any Equipment lost or damaged during transit. Proof of safe delivery shall remain with the Customer.
On receipt of the returned Equipment the 848 group shall test it against the stated fault if any. If no fault is located and the Equipment is in full working order it shall be returned to the Customer at the Customer’s expense.
Returned Equipment found to be defective which is subsequently replaced by the 848 group shall become the absolute property of the 848 group.
Neither party may use or disclose the other party’s Confidential Information or such information reasonably obvious to be confidential except solely in the performance of its own obligations or rights provided under these terms or as provided in clause 9.2.
Either party may disclose the Confidential Information of the other if:
Required to do so by law or any regulatory authority PROVIDED that where lawful that party promptly notifies the disclosing party of such requirement and co-operates with the disclosing party regarding the manner scope or timing of such disclosure or any action that the disclosing party may take to challenge the validity of any such requirement, and
Any other person whose duties reasonably require such disclosure for the performance of this Agreement on the strict condition that each such person to whom such disclosure is made is informed of the obligation of confidentiality under this Agreement and complies with those obligations as if they were bound by them.
The 848 group is entitled to use the Customer’s name for any reasonable marketing purposes.
Each party will use the Confidential Information only as required for the provision of the Services and not for any other purpose. Neither party shall copy, reproduce or permit the copying or reproduction of the Confidential Information unless with the express consent of the other party.
The obligations in this clause 9 come into effect on the date that an Order is placed and shall survive termination of this Agreement for a period of five years from the date of termination.
Each party acknowledges and agrees that damages would not be an adequate remedy for a breach of this clause 9. Without prejudice to any other rights and remedies available, each party agrees that the other party may be entitled to the remedies of injunction, specific performance and other equitable relief for any breach of the terms of this clause 9.
Limitation of Liability
The extent of the 848 group’s liability to the Customer for any default or breach whatsoever and howsoever arising shall in no case exceed the total applicable Invoice Charge
The 848 group shall in no circumstances whatsoever be liable to the Customer in respect of any loss or damage at all or for any loss of business, capital, profit, reputation or goodwill suffered by the Customer and whether direct, indirect, consequential or however else arising out of or in connection with this Agreement or its subject matter except nothing in this Agreement shall exclude or limit either party’s liability for fraud or fraudulent misrepresentation on the part of such party or personal injury or death caused by the negligence of such party or any warranty as to title or quiet possession implied by statute
The Customer remains solely responsible for the use of the Equipment and for ensuring the security and back up of the Equipment and all data. The 848 group shall not be liable for any loss or damage to or corruption of data or Equipment suffered by the Customer resulting from any breach of security and/or consequential loss of data or damage to Equipment (whether for breach of contract or any other tort or under statute or otherwise at all).
The 848 group’s entire liability in respect of the supply of the Equipment or Services or any part (whether for breach of contract or any other tort under statute or otherwise at all) shall be to re-supply the Equipment or Services or pay the costs of having the Equipment or Services re-supplied.
Neither party shall be liable for any claim arising under this Agreement unless it has received written notice of the claim within three months of the other party becoming aware of the circumstances giving rise to the claim.
The Customer acknowledges and agrees that all Intellectual Property Rights in all work arising from or created, produced or developed by the 848 group and the Workers (whether alone or jointly with others) under or in the course of this Agreement (“IPR”) wherever in the world enforceable, including without limitation all right, title and interest in and to the Services (including any deliverables) and all documents, data, drawings, specifications, computer programs, object code, source code, network designs, notes, sketches, drawings, reports, improvements, modifications, scripts or other items relating thereto, shall immediately upon creation or performance vest in and shall be and remain the sole and exclusive property of the 848 group, and the Customer hereby irrevocably and unconditionally assigns to the 848 group and shall ensure that the Customer’s other officers, employees, agents and contractors assign to the 848 group, all right, title and interest in and to the IPR whether existing or future.
Without prejudice to clauses 10.1 and 10.2 above, the 848 group grants the Customer a royalty free, fully paid up, worldwide, perpetual (i.e. for the duration of the related IPR), internally transferable, irrevocable, non-exclusive licence to use, reproduce, copy, display, modify, create derivative work of, transmit, distribute, make, have made, import, offer for sale (“Use”) any jointly created IPR under this Agreement.
The terms and obligations imposed by this Clause 10 shall survive the expiry or termination of this Agreement for any reason.
The 848 group agrees, at the Customer’s request and at the Customer’s expense, to take all such actions and execute all such documents as may in the Customer’s reasonable opinion be necessary to give effect to the assignments and waivers described in this Clause 10 and to enable the Customer to obtain, defend or enforce its rights in the IPR (including without limitation by procuring from the Workers and its other employees, agents and contractors all requisite assignments and waivers), and shall not do or fail to do (and procure that Workers shall not do or fail to do) any act which would or might prejudice the Customer’s rights under this Clause 10
Either party may terminate this Agreement immediately by serving the other party with a written notice if:
The other party commits any material breach of this Agreement which if capable of remedy is not remedied within 21 days of the terminating party providing the other with a written notice specifying the breach and requiring its immediate remedy; or
A resolution is passed or a petition presented or an order made for winding up of the other party (except for the purpose of a bona fide reconstruction or amalgamation) or if an application is made for the appointment of an administrator or the other party becomes subject to an administration order or a receiver or administrative receiver is appointed over its property or assets, or it becomes insolvent or would be taken as insolvent under Section 123 of the Insolvency Act 1986 or is dissolved or otherwise threatens or ceases to carry on business.
The 848 group may terminate this Agreement immediately by serving the Customer with a written notice if the Customer fails to pay any invoice within 10 working days after the invoice becomes due.
This Agreement shall remain in force for a minimum period of 12 months terminated earlier in accordance with clauses 11.1 to 11.4. Thereafter, either party may terminate this Agreement in its absolute discretion and for whatever reason by giving the other party notice in writing in accordance with section 5.
11.6 On termination of this Agreement for any reason each party shall return or delete any of the other party’s Confidential Information and provide the other party with a written notice certifying compliance with sub-clause 9.2.
Staffordshire Technology Park,
03449 848 848
Find out more
Terms and Conditions
Make a complaint
Remote Support Session
848 Group Support
Copyright © 2021 The 848 Group.
All Rights Reserved.
Staffordshire Technology Park,
03449 848 848
Find out more
Terms and Conditions
Make a complaint
Remote Support Session
848 Group Support
Copyright © 2021 The 848 Group.
All Rights Reserved.