Terms & Conditions
1.1 "The Contract" means any contract for goods or services to which these terms and conditions apply
1.2 "The Company" means Paradise Computing Ltd
1.3 "The Client" means any other party to the contract
1.4 "The Invoice" means any invoice issued by the Company to the Client in pursuance of the Contract
1.5 "Commercial Software" means software developed by a manufacturer other than the Company for purposes of commercial supply
1.6 "Bespoke Software" means software developed by the Company for the specific requirements of the Client
1.7 "Goods" means any product supplied by the Company to the Client or assembled by the Company to the Client's requirements
1.8 "Specification" means a specification for bespoke software development
These terms and conditions shall apply to any contract for the supply of Goods or Services by the Company to any other party unless expressly excluded by prior [written] agreement between the parties. No other terms or conditions shall apply unless otherwise agreed in writing between the parties.
3. BASIS OF THE SALE
3.1 The Company shall sell and the Client shall purchase Goods and Services in accordance with any quotation of the Company that is accepted by the Client or any order of the Client which is accepted by the Company subject to these conditions which shall govern the Contract.
3.2 The Company's employees or agents are not authorised to make any representations concerning the Goods/Services unless confirmed by the Company in writing. In entering into the Contract the Client acknowledges that it does not rely on and waives any claim for breach of any such representations which are not so confirmed.
3.3 Any advice or recommendation given by the Company, by its employees or agents, to the Client or its employees, is followed or acted upon entirely at the Client's own risk.
3.4 The Company reserves the right to cancel a training course, if it is unable to provide the service at the agreed time, as a result of any unforeseen circumstances beyond the Company's reasonable control including but not limited to sickness or disability or an insufficient number of enrolled delegates to make the training classes viable. The Company shall rearrange the course or refund the amount already paid by the Client. The Company shall not be liable for any loss or damage that arises as a result thereof.
3.5 Under no circumstances shall the Company be liable for any loss or damage arising from:
3.5.1 Failure of the Client to implement recommendations made by the Company
3.5.2 The incapability or failure of the Client to comprehend or to implement efficiently the Company's instructions.
3.6 The Client shall be responsible to the Company for ensuring the accuracy of the items of any order and or specification.
3.7 The quantity, quality and description of the Goods and Services shall be those given in the Company's quotation (if accepted by the Client) or the Client's order (if accepted by the Company).
3.8 No order that has been accepted by the Company may be cancelled by the Client except with the agreement of the Company. The Client may be charged for any loss, costs, damages charges and expenses incurred by the Company as a result of the cancellation.
3.9 If work is suspended at the prior request of or delayed by the default of the Client, the Company shall be entitled to:
3.9.1 Immediate payment for all work carried out and materials specially ordered
3.9.2 extend any agreed delivery date proportionate to the length of such delay
3.9.3 payment for any lost working time
3.10 The Company shall prior to the commencement of the development of bespoke software provide the Client with a Specification for the software. By placing an order for the bespoke software, the Client agrees that the Specification is complete, accurate and in accordance with the Client's requirements and the Company shall not be liable for any omissions or inaccuracies in the Specification, which have not been detected by the Client.
3.11 The Company reserves the right to amend the specification after placement of order for the purposes of improving the software and will notify the Client where this is necessary or desirable and of the reasons therefor.
3.12 The Company shall be entitled to assume that any person signing a delivery note in respect of the Goods on behalf of the Client shall in fact have the authority
3.13 Any dates quoted for the delivery of the Goods are approximate only and the Company shall not be liable for any delay in delivery of the Goods howsoever caused. The Goods may be delivered by the Company in advance of the quoted delivery date upon giving notice to the Client.
3.14 If for any reason the Client is unable to accept delivery of the goods at the time agreed, the Company shall be under no obligation to store the same. The Company may, at its discretion and if its storage facilities permit, store the goods but at the Client's risk and the Client will be liable to the Company for the cost of storage.
4.1 Completion of a Training Booking Form, or receipt of a Purchase Order or an Order Number constitutes agreement by the Client to pay in full for the goods or service
4.2 All commercial software, hardware or other goods supplied by the Company to the Client shall be paid for in full on delivery. If payment is not received, goods will be returned to the Company and an alternative date for delivery or installation will be arranged when payment is available. If the Client fails to make payment on the due date, the Company shall be entitled to cancel the contract or suspend any further deliveries or suspend any services to the Client.
4.3 If the Client fails to make any payment on the due date then, the Company shall be entitled to cancel the contract or suspend any further deliveries or services to the Client; and to charge the Client with all costs and expenses involved in collecting the overdue payment together with interest on the amount unpaid at the rate of 6% above Natwest Bank Plc base rate, a part month being treated as a full month, until the debt is paid in full.
4.4 Until the price payable has been paid to the Company in full, the Goods shall remain the property of the Company. The Company shall have the right at any time prior to the price being paid in full to repossess the goods whether they be at the premises of the Client or elsewhere, the Client shall be liable for all transport and other costs and expenses of recovering the same.
4.5 All invoices for Training Services MUST be paid in advance of the date of the training course, unless the Client is a Unit Client and training is deducted from their accumulated units.
4.6 The Client may cancel a training course reservation by notification to the Company prior to the commencement of the training course. If the Client does so, liability for payment in respect of that reservation shall be reduced to 50% of the full course fee or (provided that cancellation is notified more than five working days prior to commencement of the training course.
4.7 If the Client notifies the Company of a cancellation less than 5 working days before the commencement of the training course, the Company reserves the right to payment of the full course fee.
4.8 An extra charge may be made for major corrections, amendments, and alterations in style, content or functionality of any work carried out from an agreed specification.
4.9 Once a Development Specification has been approved the Client shall pay the Company a non-refundable deposit of 25% of the price of the bespoke software.
4.9.1 Following the date of delivery of the software to the Client 50% of the price of the bespoke software is then due.
4.9.2 The balance of the price of the bespoke software is due after all variations between the software and the specification have been resolved.
5. WARRANTIES AND LIABILITY
5.1 The Company does not manufacture the goods or in relation to software the Company does not publish the software, all warranties and liabilities for equipment or software supplied falls to the manufacture's or publisher's warranty.
5.2 While the Company shall obtain any hardware or commercial software for supply to the Client from a supplier believed by the Company to be reputable it gives no special warranty or guarantee in respect of such hardware or software.
5.3 Except in respect of personal injury caused by the Company's negligence the Company shall not be liable to the Client for any loss or damage, costs, expenses or other claims for consequential compensation whatsoever (whether caused by the negligence of the Company, its employees, agents or otherwise) which arise out of or in connection with any goods or services provided by the Company
5.4 The Company shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of the Company's obligation in relation to goods or services if failure was due to any cause beyond the Company's reasonable control.
6.1 The quoted price of goods or services supplied by the Company are valid for 14 working days
6.2 The Company reserves the right by giving notice to the Client at any time before delivery to increase the price of the goods to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company
6.3 The price quoted is exclusive of VAT and delivery prices.
7. PROPERTY, TITLE AND RISK
7.1 Property of any goods the subject matter of the Contract ("the goods") shall not pass to the Client until payment in full has been received by the Company.
7.2 The Company shall have the right to enter the Client's property for the purposes of repossessing any goods for which payment has not been received by the Company by the due date and the costs of such repossession shall be a debt immediately due from the Client to the Company.
7.3 Where any goods are to be supplied to the Client, risk in the goods passes immediately to the Client on their being delivered to the Company (or, if in stock, allocated by the Company to the Client), and the Client shall insure accordingly. In particular, without prejudice to the generality of this clause, the goods shall be at the Client's risk when in transit between the Company's and the Client's premises.
7.4 Where the Company is in possession of any property belonging to the Client, whether at the Client's or the Company's premises or in transit, or in the possession of a third-party for the purpose of repair or maintenance or for any other purpose, the risk shall at all times remain with the Client.
7.5 The Client undertakes to comply with any license requirements on software supplied by the Company, which are imposed by the Supplier or by any third party from whom the software has been originally licensed.
8.1 Copyright in all manuals, exercises, training materials, data, provided to the Client for training purposes whether documentary or on disk shall remain vested in the Company.
8.2 Copyright in bespoke software developed for the Client by the Company, whether stand-alone or running under a commercial software product, shall remain vested in the Company, including all programs, modules and machine-readable codes and any documentation pertaining thereto.
9. FORCE MAJEURE
The Company reserves the right to cancel, vary or suspend the operation of the Contract if events occur which are in the nature of force majeure including (without prejudice to the generality of the foregoing) fire, floods, storm, plant breakdown, strikes, lockouts, riot, hostilities, non-availability of materials or supplies or any other event outside the control of the Company; and the Company shall not be held liable for any breach of contract resulting from such events.
The law applicable to the Contract shall be the law of England and Wales.