Standard Terms & Conditions
“The Company” means Interfuture Systems Ltd (ISL). “The Customer” means any person with whom the Company contracts for the supply of goods and or services. “The Goods” means all the goods materials equipment and packaging supplied to the Customer whether or not manufactured by the Company. “The Services” means any service supplied to the Customer whether or not actioned wholly or in part by the Company or a third party given authority to act on the Company’s behalf.
1. Application of Conditions
All orders are accepted on the basis of these conditions only. Any conditions of offer or purchase offered on behalf of the Customers shall be deemed to be waived by the Customer upon his acceptance of Goods. No representations, warranties, guarantees or statements other than those contained in the company’s’ catalogues or made in writing and signed by the Director of the Company shall be binding on the Company.
2. Formation of Contract
A contract shall be concluded between the Customer and the Company upon the Company despatching Goods or when the Company deems that the supply of agreed services has been fulfilled. Cancellation of contracts through the Company via Third Party supply will be subject to 6 months written notice of contract/service commencement. 3 month written notice will apply when provision of service meets 9 months continuous contract/service supply. Service Level Agreements (SLA) will not be covered under section 2 – Formation and Extent of Contract/s and are referred to below under section 13.
3. Price
Goods will be sold at the prices ruling at the date of despatch. Value Added Tax will be added to all invoices at the current rate.
4. Delivery
(a) Whilst every effort will be made to despatch goods on time. No liability can be accepted by the Company for failure to deliver within the advertised or agreed times.
(b) The Company will accept no liability for shortages, damage to or non-delivery of goods unless the Customer notified the company in writing within seven days of receipt of goods, or receipt of invoice.
(c) If for any reason the Customer fails or refuses to accept delivery of the goods at the time such goods are due and ready for delivery and it is established that the Customer is in breach of contract the Company may sell or otherwise dispose of the goods without prejudice to the Company’s right of legal redress for loss suffered in consequence of the Customer’s failure to take delivery of such goods.
5. Force Majeure
In the event that the Company is prevented from carrying out its obligations under a contract for sale as a result of any cause beyond its control such as but not limited to Acts 0f God, War, Strikes, Lockouts, Flood and Failure of third parties to deliver Goods or Services, the Company shall be relieved of it obligations and liabilities under such contract of sales for as long as such fulfilment is prevented.
6. Property and Title
No property or title to goods shall pass from the Company to the Customer unless and until the Customer has made full and complete payment to the Company of all sums due from the Customer in respect of the goods and the Customer shall indemnify the Company against any loss or damage to the goods prior to the passing of property therein whilst in the Customer’s custody.
7. Payment
(a) Invoices shall be settled within thirty days from the date of invoice. The Company may charge the Customer interest at five percent (10%) above Bank of England minimum lending rate on the amount of any delayed payment for the period of the delay. Payment may only be made in Sterling.
(b) If the Customer defaults in making payment, commits an act of bankruptcy, enters into liquidation, becomes unable to pay its debts as they fall due, or if a receiver is appointed over all or any part of its assets or suffers any similar action or event in consequence of debt, without prejudice to any other rights or remedies, the Company may cancel any undelivered or uncompleted portion of the Contract or stop any Goods in transit. The Company shall nevertheless be entitled to claim against the Customer in respect of any loss or damage sustained as a result of non-compliance with the Contract.
(c) Deliveries shall at all times be subject to the approval by the Company of the Customer’s credit. The Company reserves the right even after partial performance or partial payment in connection with any Contract to require from the Customer satisfactory security for the due performance of the Customer’s obligations. Refusal to furnish such security will entitle the Company to defer any further deliveries until such security is furnished or to cancel the Contract or so much of it as remains unperformed without prejudice to any rights which the Company may have against the Customer in respect of breach of contract or otherwise.
(d) On first invoice the client will make payment to ISL accounts dept. by return to show good will and to set the basis of good payment management by its accounts dept. After first invoice ISL will require a credit application form to be completed and an appropriate credit account will be setup.
e) Extended means of payment offered will be at the companies complete discretion e.g. standing order payments will only be offered where a credit agreement is in place and where credit facilities are removed all outstanding debts will be payable immediately unless by agreement with the company.(a) Invoices shall be settled within thirty days from the date of invoice. The Company may charge the Customer interest at five percent (10%) above Bank of England minimum lending rate on the amount of any delayed payment for the period of the delay. Payment may only be made in Sterling.
(b) If the Customer defaults in making payment, commits an act of bankruptcy, enters into liquidation, becomes unable to pay its debts as they fall due, or if a receiver is appointed over all or any part of its assets or suffers any similar action or event in consequence of debt, without prejudice to any other rights or remedies, the Company may cancel any undelivered or uncompleted portion of the Contract or stop any Goods in transit. The Company shall nevertheless be entitled to claim against the Customer in respect of any loss or damage sustained as a result of non-compliance with the Contract.
(c) Deliveries shall at all times be subject to the approval by the Company of the Customer’s credit. The Company reserves the right even after partial performance or partial payment in connection with any Contract to require from the Customer satisfactory security for the due performance of the Customer’s obligations. Refusal to furnish such security will entitle the Company to defer any further deliveries until such security is furnished or to cancel the Contract or so much of it as remains unperformed without prejudice to any rights which the Company may have against the Customer in respect of breach of contract or otherwise.
(d) On first invoice the client will make payment to ISL accounts dept by return to show good will and to set the basis of good payment management by its accounts dept. After first invoice ISL will require a credit application form to be completed and an appropriate credit account will be setup.
8. Right of Rejections
Any goods supplied by the Company which do not meet the representations made by the Company or the representation made in the catalogue may be returned by the Customer carriage pre-paid to arrive at the Company’s premises within thirty days of the date of delivery. The Company will then at the Customer’s stated option:-
(a) Despatch replacement Goods; or
(b) issue the Customer with a credit note; or
(c) refund the Customer’s cheque within forty-eight hours of the Company’s receipt of Goods.
Any Goods returned by the Customer within the thirty-Day Guarantee Periods must be returned under a return authorisation number (RMA), which the Customer should obtain from the Company prior to returning Goods.
If the Company does not receive return of Goods within thirty days of issuing to the Customer a return authorisation number the Customer will be deemed to have accepted Goods. The Company will cancel the return authorisation number and the Customer must then ensure prompt payment for Goods.
9. Replacements or Repair
(a) The Customer fully accepts responsibility for the suitability and fitness for purpose of Goods and if any statement or representation has been made by the Company, its servants or agents, the Customer hereby acknowledges that he understood it to be a statement of opinion only and that no reliance was placed on it by him. The Customer shall indemnify the Company against all claims, demands, actions, proceedings and costs made or brought against or incurred by the Company by reason of Goods being unfit for the purpose for which they are or were intended to be used.
(b) The Company will repair or replace at its option free of charge any Goods which are returned by the Customer carriage paid to the Company’s premises and which are shown to the Company’s reasonable satisfaction to be defective (under proper use) by reason of faulty material or workmanship within twelve months from the date of their original despatch or such other period as is stated in the Company’s catalogue.
10. Disclaimer of liability
Neither the Customer nor any third party shall be entitled to damages in respect of. – (i) Loss of profits. Or
(ii) Loss of production; or
(iii) Any other consequential loss or damage whether direct or indirect, sustained by the Customer or such third party:
(a) In the event of late delivery or non-delivery of any of the Goods or Services by reason of the Company’s breach of contract; or
(b) If the Company commits any breach of the contract; or
(c) In the event of any negligence or default on the part of the Company or its servants or agents resulting in any loss or damage to the property of the Customer or such third party following the supply of any Goods or Services; or
(d) When the Customer is not dealing as a consumer in the event of any breach by the Company of any implied obligation under section 13, 14 or 15 of the Sale of Goods Act 1979. Save as provided in these Conditions, the Company shall be under no liability of whatsoever kind howsoever caused in respect of terms, warranties, conditions or representations whether express or implied statutory or otherwise and whether arising under the Contract or any prior Agreement or in all written statements made by or on behalf or the Company in the course of negotiations with the Customer or its representatives. Nothing in this paragraph shall exclude or restrict any liability of the Company for death or personal injury resulting from the negligence of the Company or its servants or agents.
11. Governing Law and Jurisdiction
The Contract shall be deemed to be made in England and shall for all purposes be governed and constructed in accordance with the laws of England and the Company and the Customer hereby agree to submit to the jurisdiction of the English Courts.
12. Goods of USA origin
Goods of USA origin are sold subject to US Export Administration Regulations. All Goods are sold Subject to the UK Export of Goods (control) Order 1978. Resale or re-export is prohibited except in the compliance with applicable regulations.
13. Service Level Agreements & Termination
Contracts issued by the Company are covered by the details as per contract submitted under Cover Including. Principally, all cover includes 1, 4 and 8 hour responses to fault calls. If response timings are not met then the client may complain in writing or if it is felt necessary cancel the support contract/SLA.
SLA agreements from first issue carry a minimum term of 12 months after which is subject to the Terms of Support highlighted under section 8.1 of the agreement and further detailed below.
If termination of contract is required then the client agrees to give 6 months’ notice in writing to the Company. The period of notice will be calculated from the date of receipt of cancellation notice forward by 6 months. Notice will be deemed to have been served once written and signed confirmation is received via the postal service, notice will commence on the date received at Interfuture Systems Ltd offices.
If this notice period terminates precisely at the end of the contract period then no liabilities by the Company or client will be due.
If the notice falls within the period of remaining contract then the Company will re-imburse the client with the remaining period not exceeding 50% of total contract.
If notice is given at the end of contract then the client agrees to serve out this notice period and pay SLA fees for that duration.
Staged SLA payments via Standing Order either monthly or quarterly are available on request but subject to payments in advance of the supported period i.e. Monthly or Quarterly. Staged SLA payments are available purely at Interfuture Systems Ltd discretion and must have an annual value greater than £1000.00 ex VAT to be offered.
If staged SLA payments are not made by Standing Order and or remittance not received in advance of the staged period due, the remaining SLA annual amount will become immediately payable to the anniversary point.
If cancellation of SLA is advised to the company, any outstanding amounts under SLA contract will become due immediately unless otherwise agreed with the company.
If cancellation of SLA is advised, the company reserves to right to withhold but not limited to any documentation, access codes, usernames, passwords, software until any outstanding amounts on account are settled in full.
14. Internet Service Provider (ISP) Provisioning
The Company will deliver related ISP services in the first instance based on specific quotations and or as part of any general proposals including such services, delivered up to The Customer.
In principle any related services to include but not limited to hosting, security or communication service delivery, the 3rd party supplying ISP Terms & Conditions will apply as an addendum to Interfuture Systems Ltd standard Terms & Conditions.
Where timings are not provided from the initial quotation or proposal documents, the supplying ISP Terms & Conditions will apply.
The Company will provide standard delivery timings for the particular service being quoted or proposed to include but not limited to any hosting, security related or communication service delivery.
In providing initial service related timescales to The Customer, these timings will be subject to survey but in addition, service delivery may be subject to further time extensions in the process of delivering such related services.
Any potential delays where applicable will be notified to The Customer as far in advance as possible where this information is available and additional Estimated Completion Dates (ECD) in respect of communication services will be provided as guide to the next service delivery point
If cancellation of Internet service is advised in writing to the company, any outstanding amounts under the contract will become due immediately unless otherwise agreed with The Company.
15. ISP Notice Periods
Where services are provided in conjunction with 3rd party suppliers, the required notice period to cancel the service to include all Internet based provisioning will be 120 days after the date of receipt by the company.
Minimum service period from service commencement is either 12 or 18 months or otherwise advised in advance of service commencement.
Where contract terms of 36 months or more exist for Private Leased Line (PLL’s) circuits, after the initial contract term has run its course, ongoing contract arrangements thereafter will revert automatically to 12 monthly unless notice is received 120 days or 4 months prior to the service anniversary date. If a new service and service term is agreed prior to the anniversary date of the initial service and put in place, the termination date of this replacement service will apply otherwise the new ongoing 12 monthly contract term will apply and operate thereafter with the standard 120 days or 4 months notice required to terminate.
Where applicable and in particular reference to lower grade DSL service delivery, annual invoicing will apply and no refunds will be due if cancellations are requested part way during any given service delivery annual period.
16. Managed Cloud Backup (InterCrypt)
Minimum service period from commencement is 18 months from the service start date or otherwise advised in advance of service commencement. Notice period to cancel service will be 180 days from the date written cancellation is received by the company and should include confirmation of a request copy data set requirement if required prior to the service cease date. Strictly after service cease date, data sets will no longer be accessible or recoverable in any way and will be deleted.
The customer does not require the company to provide liability for loss, damage or otherwise due directly or indirectly to the customers use of the service or consequences therefrom which the service or system is designed to deter or avert. If the Customer requires liability coverage, it shall be the customer’s responsibility to secure it from an insurance provider or other agency of the customer’s choice, at its own expense. The customer shall bring no suit against the company for any loss arising from this agreement. The company is not liable in contract, tort (including liability for negligence), or otherwise for loss, whether direct or indirect of business, revenue or profits, anticipated savings or wasted expenditure, corruption or destruction of data or any indirect or consequential loss whatsoever through the use of this service.
In performing any obligation under this agreement, the company duty is only to exercise reasonable care and skill of a competent storage facilities supplier.
The Company standard and default data retention policy for all Customer data using the InterCrypt service has been set and limited to 14 days unless otherwise agreed with the Customer. Any changes to data retention policy on an individual Customer basis will be required by written notice and may take up to 5 working days to action and test.
17. Microsoft Skype For Business (SFB)
Minimum contract period from commencement of the SFB service will be 18 months (Initial contract term) after the SFB service start date.If termination of the SFB service is required by The Customer after the initial contract term, notice of termination should be served prior to the end of the initial contract term
Service delivery after Initial contract term will be on a rolling annual contract renewal basis and billed annually in advance or by agreement with The Customer.
If termination of the SFB service is required after initial contract term and during any subsequent annual contract renewal period, notice should be served by The Customer prior to the end of the annual contract renewal term in service.
Minimum termination notice during an annual renewal period is 6 months prior to the service anniversary otherwise 6 months notice will be calculated forward and may exceed the annual anniversary point.
Following receipt of service termination by The Customer, porting and related arrangements will need to be agreed in advance and any related costs flowing from this will be invoiced to The Customer and will need to be settled prior to any migration or porting arrangements commencing.
If cancellation of SFB service is advised in writing to the company, any outstanding amounts under the annual contract will become due immediately unless otherwise agreed and accepted by The company in advance
18. Microsoft Cloud Services
Minimum contract period from commencement of Microsoft Cloud Services (MCS) will be 12 months (initial contract term) after the MCS start date. If termination of MCS is required by The Customer after the initial contract term, notice of termination should be served prior to the end of the initial contract term.
Service delivery after initial contract term will be on a rolling annual contract renewal basis and billed annually in advance or by agreement with The Customer.
If termination of MCS is required after initial contract term and during any subsequent annual contract renewal period, notice should be served by The Customer prior to the end of the annual contract renewal term in service to avoid continued service.
If The Customer wishes to terminate and does not wish to continue service, the MCS provision will cease. If transfer to alternative provider is required, services must be transferred out prior to the end of a given annual period otherwise MCS will roll over into a new annual contract period and be billed for a further 12 month period.
Following receipt of service termination by The Customer and if transfer to alternative provider is required, administrative access will be restricted until all outstanding related annual payments are settled in full.
If cancellation of MCS is advised in writing to The Company, any outstanding amounts under the annual contract will become due immediately unless otherwise agreed and accepted by The Company in advance.
All service delivery related provisions and limitations of MCS will be subject to the related Terms & Conditions advised by Microsoft Corporation which can be viewed here
19. General Administration Charges
Administration charges will be levied where time requirements of the company are requested by the customer, its agent/s, supplier/s and or any 3rd party provider/s. This will include but not limited to the transfer in or out of services, supply items and or related provisioning e.g. communications, hosting, licensing and any other provisioning that may be applicable in delivering the services of the company.
Typically an administration charge will include liaising with the customers agents, supplier/s and or any 3rd party provider/s to ensure a smooth transition in or out and will be based on a per transaction request charged not exceeding £65.00 per request subject to those time requirements not exceeding 1 hour per transactional request.
The company reserve the right to refuse requests made that are unreasonable in terms of their lead times but will make all reasonable endeavours to provide a response time that is achievable to the company based on any existing commitments of the company.
20. Pay Per Click (PPC) Management Agreement
19.1. From the date The Company commences its PPC and related services the contract will automatically renew on a rolling annual basis until notice is given by the client.
19.2. You agree to pay an agreed management fee to manage your campaign/s for a minimum period of 12 months.
19.3. Payment for the implementation of your PPC campaign set up & optimisation will be in advance of the campaign/s being activated and after you have agreed to your proposal and account set up structure. Your monthly management fee will be invoiced annually after work commences.
19.4. Whether Interfuture creates you a new Google Adwords account or if there is dual access to your current Google Adwords account, it is agreed that neither party can change the login details throughout the duration of the contract unless agreed in writing by both parties.
19.5. Throughout the duration of the contract you agree that any tools, coding, new keywords and any knowledge gained cannot be used in any other Google Adwords Account you may have, or create yourselves during the Term of this contract.
19.6. Interfuture agrees that during the contract and after termination of this agreement, all the financial details supplied to us by you for the purpose of our services will be kept confidential.
19.7. You agree Interfuture can monitor your account after cancellation or expiry of agreement to make sure you are not using any tools, coding, new keywords and any knowledge gained for the financial benefit of another third party. If another party takes over your account management Interfuture reserves the right to remove any unique techniques implemented in our account structure at the set up stage.
19.8. Each of these terms, (above under section 17), are essential to Interfuture providing a service to you, our client. If the terms are breached Interfuture reserves the right to cancel the agreement but request the full notice period be settled.
21. Site Visits
ISL will visit site without charge if the site visit falls strictly within the boundaries of the service level agreement (SLA) normally outlined under individual Appendices included in the SLA. If the visit does not fall within the boundaries of the SLA then the client without notice will be charged a callout charge and time onsite according to section 7 of the SLA or if the client does not have an SLA according to the charges currently in place at the time.
22. Under SLA – Client Agrees
To ensure that backups are run regularly and without fail as specified by ISL.
To have fully read the SLA applicable to the period of cover and understand its terms and follow explicitly the procedures therein.
23. ISL Charges
Is client under SLA?
If the client is under a current SLA then the charges are noted under section 7 or by other agreement.
All other charges will be determined on request prior to works being carried out on the client’s site.
24. General Expenses
General expenses shall cover but not be limited to:
(a) All reasonable travel expenses will be reimbursed to ISL by the client.
(b) All reasonable onsite costs to carry out surveys and related requirements will be reimbursed to ISL by the client.
(c) All hotel and related expenses will be reimbursed to ISL by the client.
(d) All telephone charges outside of SLA to allow ISL to carry out its specified service will be reimbursed by the client.
(e) Petrol costs will be reimbursed at 38p / mile by the client.
ISL will detail all costs expenses to the client on request.
25. Confidentiality
ISL will agree to use reasonable endeavours to ensure that the clients confidential information is kept confidential where possible and not use its clients confidential information to disadvantage its client unless it is deemed that this information is trivial or obvious or already in the public domain or is required to be disclosed by law.
26. Warranties & Liabilities
The company will reasonably ensure using the skills of its workforce to deliver up as far as possible the specified service in line with its specification. The Client will agree and acknowledge that in ISL providing its service it will be reliant on third party appointed companies provided through the company i.e. Internet service providers, telecoms companies, manufacturers of equipment and others and will not be liable for any loss, damage, costs, expenses, or other claims of compensation arising from any fault, failure, error, omission or inaccuracy in such information, product or service.
The company will only be liable within the boundaries of its contract and to a maximum of the total contract cost.
No liability will be borne by ISL directly or indirectly as a result of supply of goods.
The company shall not be liable to costs as a result of products supplied to its clients due to defect or other during the period of warranty. Charges will be made to the client to rectify these faults etc.
The company after consultation with the client and their appointed 3rd party agents reserve the right to refuse to operate with or alongside any 3rd party providers where concerns over any 3rd party recommendations are made. Any intervention by a 3rd party provider in contravention with the companies agreement where liabilities are realised will not be the liability of the company in any way.