Terms & Conditions
Please read these terms carefully and make sure that you understand them, before ordering any Goods from our site or by e-mail from your dedicated account manager.
Please note that before placing an order you will be asked to agree to these terms.
"Business Customer" means customers who are purchasing Goods from the Company for the purpose of their trade, business, craft or profession.
"Company", "we", "us" means AV-Outsource Limited of PO Box 2089, Croydon, CR90 9PG and registered office address of 15-19 Cavendish Place, London, W1G 0DD
"Customer", "you", "your" means Business Customers or individual customers (Consumers) purchasing Goods from the Company.
"Consumer" means an individual or individuals purchasing Goods from the Company for purposes which are outside their trade, business, craft or profession.
"Goods" means the Software or other products listed on the Company's website which the Company agrees to sell to you in accordance with these terms
"Intellectual Property" means any patent, copyright, database right, moral right, registered design, trade mark, or other industrial or intellectual property right subsisting anywhere in the world.
"Licence Key" means a specific software-based key number issued to you by the Company to activate and use the Software
"Online Account" means a financial credit account held by the customer on the Company's website to make payments for Goods purchased
"Order Confirmation" means the quotation, order documents, invoice or order form
"Price" means the gross amount payable for the Goods
"Software" means any software, library, utility, tool or other computer or program code, in object (binary) or source-code form as well as related documentation, provided by the Company to the customer. Software includes; software provided by the Company or accessed by the customer through the internet or other remote means (such as websites, e-mails, portals and "cloud-based" solutions).
- The headings appearing in these terms and conditions are for guidance only and shall not in any way be deemed to effect or prejudice the interpretation or effect thereof.
- These terms and conditions constitute the entire agreement between you and the Company. You acknowledge that you have not relied on any statement, promise or representation made or given by, or on behalf of, the Company which is not set out in these terms.
- These terms and conditions shall apply to both Consumers and Business Customers save where otherwise expressly stated.
- A person who is not a party to the agreement shall have no right under the Contract (Rights of Third Parties) Act 1999, to enforce any term of the agreement.
- Some of the Goods we sell to you come with manufacturer's guarantee. For details of the applicable terms and conditions, please refer to the manufacturer's guarantee provided with the Goods.
- If you are a Consumer, a manufacturer's guarantee is in addition to your legal rights in relation to Goods that are faulty or not as described. Advice about your legal rights is available from your local Citizens Advice Bureau or Trading Standards Office.
- If you require an Online Account, you agree for a Credit Check to be performed by the Company before an Online Account can be authorised.
3. Order and Acceptance
- You may place an order for Goods directly with the Company either online or by telephone. The placing of any order by you represents your offer to buy subject to these terms and conditions. Please note that the contract between you and the Company is formed only when the Company accepts your order by issuing you with an Order Confirmation in writing.
- Any Goods forming part of your order which are not detailed in the Company's Order Confirmation do not form part of that contract. If you notice any inaccuracies or errors in your Order Confirmation, you must contact the Company promptly upon receipt, and ideally immediately, so that the Company has an opportunity to correct any mistake or clarify any misunderstanding before commencing delivery.
- You may receive an automatic email acknowledgement of your order. This does not constitute our acceptance to your order.
- You should take care to ensure that all information that you provide when placing your order is up to date, accurate and/or sufficient for the Company to fulfil your order. If the information you have provided is outdated, inaccurate and/or insufficient, the Company reserves the right to refuse your order.
- By placing an order you represent that you have legal capacity to enter into a contract. You should ensure that your account information which is kept with us is accurate and updated as appropriate. Such information and any passwords or Licence Keys given to you for the purpose of accessing the Goods, should be kept secure against unauthorised access.
- Every time you order Goods from the Company, the terms in force at the time will apply to the contract between you and us. Any changes to these terms will be brought to your attention on the Company’s website.
4. Price and Payment
- Prices payable for Goods are those in effect at the time of acceptance. Prices may be indicated on the website or an Order Confirmation.
- Unless otherwise expressly agreed in writing, the Price does not include installation, operator training, travelling and, if any, such are provided or carried out by the Company, the Customer shall pay the Company its standard charges for them. These additional charges are available on request.
- If you are a Consumer, the Company requires payment in full prior to delivery, and will suspend delivery and/or performance until full payment is received. The Price to be paid by you will be set out in the Order Confirmation. Your method of payment will be set out in the payment information on the Company's website.
- The Customer shall pay VAT on any sum payable by the Customer to which it applies at a rate prevailing at the appropriate time.
- For the purposes of the remainder of these terms and conditions, the Price shall be deemed to be the basic Price payable by the customer, plus the amount of any such changes as aforesaid and VAT.
- In the unlikely event of any discrepancy between the Price set out in the Order Confirmation and the Price stated on the Company's website or all other advertising, you should contact the Company immediately. If the Company is not notified of any discrepancy within 7 days of the date of delivery, the Price on the Order Confirmation will be deemed accepted.
- If you are a Business Customer and you hold an Online Account with the Company, payments for Goods ordered must be received within 30 days from the date of the Order Confirmation. The time for payment shall be of the essence. Customer payment terms are subject to a Credit Check by the Company. The Company may agree to invoice you in advance, or extend credit for the purchase of Goods.
- The Company shall be entitled to charge interest on overdue amounts at a rate of 8% above the Bank of England base rate, calculated on a daily basis until actual payment is made in full. If any sum due from the Customer to the Company under the agreement is not paid by the due date for payment, then (without prejudice to any other right or remedy available to the Company), the Company shall be entitled to cancel or suspend its performance of the agreement or any order including cancelling the software until arrangements as to payment or credit has been established, which are satisfactory to the Company.
- No counter-claim or set-off may be deducted by you from any payment due without our written consent.
- Any extension of credit allowed to you may be changed or withdrawn at any time at the Company's absolute discretion. You shall indemnify us on demand against any out of pocket expenses incurred in relation to recovery of any overdue amounts.
- In the event that an account is outstanding, we will refer the matter to our debt collection agents, which will incur costs. Any costs incurred to collect the debt will be added to the debt plus VAT at the prevailing rate. You agree that you will be legally liable to pay the Company that surcharge and that payment of the same can be enforced against you in Court. You also agree to pay interest as per Clause 4.8 in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, which interest is payable both after and before any judgement of the Court and continues to accrue.
5. Delivery Ownership and Risk
- If you are a Consumer, delivery of the Goods is made once payment in full has been received by the Company.
- Delivery of the Goods shall be made electronically to a location specified by the customer
- The Company reserves the right to make delivery by instalments. In the event these terms and conditions shall apply to each delivery as though it were the subject of a separate contract.
- Once the Company delivers the Goods to you, you will take on risk of damage to, or loss of the Goods.
- If you are a Business Customer and have an Online Account, the Company shall deliver the Goods electronically to the location specified by the customer. The time for delivery shall not be of the essence, delivery shall be within a reasonable time. The delivery of the Goods may be made in instalments. The Company shall not be liable for any loss including loss of profit, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company's negligence), nor will any delay entitle the customer to terminate or rescind the agreement.
- If for any reason the customer does not accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because the customer has not provided appropriate instructions, documents, licenses or authorisations, then the Goods will be deemed to have been delivered on the date they would otherwise have been delivered, risk passing to the customer (including for loss or damage caused by the Company’s negligence).
- Ownership of the Goods will pass to you once the Company receives the payment in full or when the Company delivers the Goods to you (or your representative), whichever is later. The transfer of ownership of the Goods does not mean that you own any Intellectual Property in the Goods you purchase from the Company. Ownership of such Intellectual Property remains with the manufacturer. If the contract is terminated before that passing of ownership occurs, the Company may recover Goods or cancel any licence key supplied to you and you agree to assist the Company in such circumstances.
If you are a Business Customer, you may resell the Goods before ownership has passed to you solely on the following conditions:
- Any sale shall be effected in the ordinary course of your business at full market value; and
- Any such sale shall be the sale of the Company’s Goods on your own behalf, and you shall deal as principal when making such a sale, and you shall hold such part of the proceeds of sale to represent the amount owed by you to the Company on trust on behalf of the Company, and you shall account to the Company accordingly.
- The Company shall be entitled to recover payment for the Goods, notwithstanding that ownership of any of the Goods have not passed from the Company.
6. Termination, Cancellations and Returns
- If you are a Consumer, you have a legal right to return the Goods and cancel a contract under the Consumer Protection (Distance Selling) Regulations 2000, during the relevant period. Your right to cancel will ceaseif the contract is for the sale of Software to you, which is delivered to you sealed or electronically, and it is unsealed or used (electronically or otherwise) by you or by someone acting on your behalf.
- If Software has been downloaded or the Licence Key has been entered, this will be deemed as unsealed or used.
If the customer fails to pay the Company any sums pursuant to the contract, the Company may, notwithstanding previous credit arrangements, and without limiting any other right or remedy available to the Company:
- Terminate the contract and suspend and/or cancel the Goods or any further deliveries to the customer.
- Require the payment of all unpaid invoices, whether or not they are then due,
- Charge the customer interest (both before and after any judgment) on the amount unpaid at the rate of 8% above the Bank of England base rate from time to time until full payment is made.
- The Company shall have the right to treat the contract as repudiated by the customer forthwith and without notice should the customer become bankrupt or insolvent, or make any arrangements or compound with its creditors, or should any receiver be appointed in respect of its undertaking or any of its assets, or should a judgment be obtained against it and remain unpaid for a period in excess of 30 days.
7. Retention of title
If you are a Business Customer, and Goods are delivered to you on credit or where you are to pay the Company by invoice, and in either case we deliver the Goods to you without having first received payment, the following clauses shall apply:
- Title to the Goods in any one order shall not pass from us to you until payment in full of the Price payable in respect of such order (including any interest or other payments due in respect of those Goods) has been received.
- Until payment has been made in full for any Goods, you shall have possession of those Goods as our agent and shall store the Goods in such a way as to enable them to be readily identified as our property, and keep proper and accurate records to enable us to distinguish the Goods for which payment has been made in full from those Goods for which payment is outstanding.
- If you sell any Goods to the fullest extent permitted by law, you shall hold (on a fiduciary basis) all proceeds of such sales on trust for us and in a separate account. You undertake immediately upon being so requested by us to assign to us all rights in respect of those proceeds and that separate account and/or all rights and claims which you may have against any customers arising from such sales until payment is made in full as aforesaid, and not to assign such rights and claims to any third party without our prior written consent.
- The Company reserves the right to cancel any Goods in respect of which payment is overdue, declined or lapses and thereafter to resell the same.
- If you are a Consumer, we will only deliver Goods to you once we have received payment in full for the Goods. Title to the Goods will pass to you on delivery by us.
8. Intellectual Property/Copyright
- The customer shall not be entitled to any rights of copyright or design or any similar right in respect of any of the Goods.
- The customer agrees not to copy, reproduce, or alter the Goods in any way. The customer must indemnify the Company against all liability whatsoever including expenses and legal costs reasonably incurred by the Company in respect of any claim which may be made against the Company for alleged breach of any such right.
- Software is subject to separate Software licence agreements accompanying the Software media and any product guides, operating manuals, or other documentation presented to the customer during the installation or use of the software. Where any Software is supplied by the Company, the Software is licensed by us to the customer for the period specified in the Order Confirmation.
- If you are a Business Customer, and except to the extent expressly provided by the Company in writing or under relevant licence terms, Software is provided as is without any warranties, terms and conditions as to quality, fitness for purpose, performance or correspondence with description, and we do not offer any warranties or guarantees in relation to Software installation, configuration or error/defect correction. You are advised to refer to any licence terms with regard to determining your rights against the manufacturer.
- Software shall only be permitted to be returned if the seal has not been broken (electronically or otherwise), and/or if the Software has not been accessed or used.
10. Force majeure
- The Company will not be liable or responsible for any failure to perform, or delay in performance of any of our obligations under the contract that is caused by an event outside our control. An event outside our control means any act of God or any event beyond our reasonable control including, without limitation, strikes, lock outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not), or threat or preparation of war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks, or the impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
- The Company shall not be liable for any loss of use of the goods and/or consequential loss arising out of any defect in the goods or otherwise.
- The customer shall indemnify the Company against all liability whatsoever in respect of any claim which may be made against the Company by any third party or damage to person or property alleged to arise out of or in respect of the Goods or their use.
- The Company shall not be responsible for any damage or losses arising from defective installation of the Goods by you from the use of the Goods in connection with other defective, unsuitable or defectively installed equipment which has not been supplied by us, your negligence, in proper use of the Goods or use in any manner inconsistent with the manufacturer's specifications or instructions, and you shall not be entitled to return the Goods which have been damaged in this way.
Nothing in these terms limits or excludes our liability for:
- Death or personal injury caused by our negligence.
- Fraud or fraudulent misrepresentation.
- Breach of the terms implied by Section 12 of the Sale of Goods Act 1979 (title and acquired possession); or
- Defective products under the Consumer Protection Act 1987.
Subject to the above clause, the Company will under no circumstances whatsoever be liable to you, whether in contract, tort including negligence, breach of statutory duty or otherwise, arising under or in connection with the contract for:
- Any loss of profits, sales, business or revenue.
- Loss or corruption of data, information or software.
- Loss of business opportunity.
- Loss of anticipated savings.
- Loss of goodwill; or
- Any indirect or consequential loss.
12. Law and jurisdiction
- If you are a Consumer, please note that these terms are governed by English law. This means a contract for the purchase of Goods through our site and any dispute or claim arising out of or in connection with it will be governed by English law. You and we both agree that the Courts of England and Wales will have non exclusive jurisdiction. However, if you are a resident of Northern Ireland, you may also bring proceedings in Northern Ireland, and if you are a resident of Scotland, you may also bring proceedings in Scotland.
- If you are a Business Customer, these terms are governed by English law. This means that the contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non contractual dispute or claims), will be governed by English law. We both agree to the exclusive jurisdiction of the Courts of England and Wales.