STANDARD TERMS AND CONDITIONS FOR THE PROVISION OF SERVICES
In these Conditions:
“Acceptable Use Policy” means the latest published copy of the Acceptable Use Policy on the Company website;
“Business Day” means a weekday other than a Saturday when the banks are open for business in the City of London;
“Company” means Dizzigo.com Limited, whose registered office is at 7 Crown Close, Wigan, Greater Manchester, WN3 5DL and whose registered company number is 11074365;
“Conditions” means these standard terms and conditions of sale and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Customer and the Company;
“Contract” means the Contract between the Customer and the Company for the sale and purchase of Services;
“Customer” means a business or a consumer (as the case may be) whose order for the Services is accepted by the Company; and
“Services” means the Services which the Company is to provide in accordance with these Conditions.
2 COMPLETE AGREEMENT
- These Conditions shall govern the Contract to exclusion of any other terms and conditions between the Company and the Customer and no variation to the Contract or these Conditions (including the incorporation of the Customer’s standard terms and conditions of business) shall be binding upon the Company unless agreed in writing by the Company and signed by an authorised representative of the Company.
- The Company’s employees, agents or representatives are not authorised to make any representations concerning the Services unless an authorised representative of the Company confirms such representations in writing.
- Any typing clerical or other error or omission in any catalogue, sales literature, price list, despatch note, invoice or other documentation or any information issued by the Company (in whatever form and on whatever media) shall be subject to correction without any liability on the part of the Company.
- No order submitted by the Customer shall be deemed to be accepted by the Company until the Company has begun provision of the Services.
- The Customer shall be responsible for ensuring the accuracy of any order submitted by the Customer including confirming in writing any telephone orders and for giving the Company any necessary information relating to the Contract and delivery (as the case may be) within a sufficient time to enable the Company to provide the Services as requested by the Customer.
- Written confirmations of any telephone orders shall clearly indicate that they are only confirming earlier telephone orders and shall contain details of the Customer’s account number and purchase order number.
- The price of the Servcies shall either be the price payable for the Services at the time of acceptance of the Customer’s order in accordance with the provisions of Clause 3.i or in cases where the Customer has paid for the Services by credit card or cheque and payment has cleared the price paid for the Services by the Customer at the time when payment cleared subject to the Company reserving the right by giving notice in writing to the Customer at any time before delivery to increase the price of the Services to reflect any increase in the cost of provisioning the Services to the Company which is due to any matters beyond the Company’s reasonable control including (without limitation) any increase in Value Added Tax (VAT), travel costs, and any other applicable taxes.
- All prices stated in any Company’s catalogue, sales literature, price lists or other documentation (issued by the Company from time to time in whatever form and on whatever media) may be altered by the Company at any time without giving notice to the Customer.
- The price for any Services quoted in any catalogues sales literature or price lists is exclusive of any applicable VAT and travel costs, and any other taxes and applicable charges in relation to the Services which the Customer shall additionally be liable to pay to the Company.
- The price for the Services stated in any invoice shall be exclusive of VAT.
- The Customer shall be liable for any reasonable costs incurred by the Company in the event of variation or suspension of any order by the Customer.
5 TERMS OF PAYMENT
- Subject to any other provisions in these Conditions all invoices shall be paid by the Customer within thirty days of the date of the Company’s invoice.
- The time of payment of any invoice shall be of the essence of the Contract and receipts for payment shall be issued to the Customer only upon request.
- If the Customer fails to make any payment on the due date then (without prejudice to any other rights or remedies the Company may have) the Company shall be entitled to:
- Cancel the Contract or suspend any further deliveries to the Customer; and
- Charge interest on a day to day basis on all overdue sums owing to it under these Conditions at the rate of 4 per cent over the base rate of the HSBC Bank Plc from time to time and interest shall be calculated from the date the sums in question were payable to the date on which payment is made in full whether before or after judgement.
- Non-account customers are required to pay the Company for all orders for Services in full by debit card, credit card or cheque and the Services in question shall only be provisioned to the Customer (in the case of payment by cheque or credit card) when the Company is satisfied that the payments in question have cleared.
- The Company may at its discretion offer the Customer credit and in cases where credit is offered to the Customer payment shall be made by the Customer in accordance with the provisions of Clause 5.i.
- Credit shall be offered to the Customer subject to the Company being satisfied as to the Customer’s credit worthiness and the Customer acknowledges that the Company may carry out status enquiry checks on the Customer and the Company may at any time at its option withhold provisioning any of the Services to the Customer until such time as the credit worthiness of the Customer has been approved or the Customer has provided sufficient security to the Company or the Customer has made payment in full for the Services in question and failure to provide sufficient security or to make payment in full for the Services shall entitle the Company at its discretion to suspend provisioning any Services or cancel the Contract without the Company incurring any liability to the Customer.
- The Company shall provide the Services to any premises (whether in the United Kingdom or in any other country) notified to the Company by the Customer and for the avoidance of doubt the Customer shall be liable for any costs incurred by the Company in relation to travel to and from the premises and any other applicable, taxes and charges.
- The Company shall use its reasonable endeavours to provide the Services to the premises stated by the Customer by any commissioning date estimated by the Company and for the avoidance of doubt the Customer acknowledges that the commissioning date is not guaranteed or of the essence of the Contract and that the Company shall in no circumstances be liable to the Customer for any losses, damages or charges incurred by the Customer due to the late commissioning of the Services.
- Services provisioned to the Customer shall be deemed accepted by the Customer and the Customer shall inspect the Services immediately upon delivery and in all cases shall inform the Company in writing within 5 (five) days of commissioning of any faults, bugs, or shortages of the Services.
- Where the Services are being purchased by a business for use in the business and delivered in instalments each instalment shall constitute a separate contract and failure by the Company to deliver one or more of the instalments in accordance with these Conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as repudiated.
- If the Customer fails to commission the Services (or fails to give the Company adequate provisioning instructions at the time stated for commissioning otherwise than by reason of any cause beyond the Customer’s reasonable control or by reason of the Company’s fault) then without prejudice to any other rights or remedies available to it the Company may:
- Withhold the Services until actual commissioning and charge the Customer for the reasonable costs of additional travel and storage media; or
- Sell the Services at the best price readily obtainable (after deducting all reasonable storage and travel expenses) and charge the Customer any shortfall below the price obtained under the Contract.
- Risk of damage to or loss of the Services shall pass to the Customer:
- In the case of Services being collected by the Customer at the Company’s premises after notification from the Company that the Services are ready for collection, at the time when the Customer collects the Services from the Company’s premises; or
- In the case of Services which are not being collected by the Customer and which are being provisioned to the Customer’s premises at the time of commissioning, or if the Customer wrongfully fails to commission the Services, at the time when the Company has tendered commissioning of the Services to the Customer.
9 INTELLECTUAL PROPERTY
- The copyright of the work commissioned by the Customer shall be retained by the Company.
- The Customer or the Customer’s customer (where the Customer is acting as an intermediary) is granted a royalty free licence to use and reproduce the Services solely for the purposes that the Services were originally contracted.
- Nothing in this agreement shall prevent the Company from using or exploiting the Services or any part of it in any medium or for any purpose provided that such exploitation will not be detrimental to the business of the Customer or the Customer’s customer.
- No order which has been accepted by the Company in accordance with the provisions of these Conditions may be cancelled by the Customer except with the agreement in writing of an authorised representative of the Company and on the terms that the Customer may be required to indemnify the Company in full for any costs, damages, losses, charges and expenses (including any loss of profit) incurred by the Company as a result of the cancellation.
- If the Customer breeches the Acceptable Use Policy it may lead to cancellation of the services provided by the Company. The Customer indemnifies the Company in full for any costs, damages, losses, charges and expenses (including any loss of profit) incurred by the Company as a result of cancellation of services because of the breech of the Acceptable Use Policy.
11 WARRANTIES AND LIABILITY
- For the avoidance of doubt, to the fullest extent permitted by applicable law, the Company makes no representations or warranties of any kind and assumes no liability concerning whether any of the products or services sold by the Company are Year 2000 compliant. The manufacturers or publishers of certain products may supply Year 2000 representations and warranties directly to our Customers.
- Subject as expressly provided for in these Conditions and except in cases where the Services are sold to a person dealing as a consumer (as that term is defined in the Unfair Contract Terms Act 1977) all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
- For the avoidance of doubt where Services are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976 the statutory rights of the Customer are not affected by these Conditions.
- Except in respect of death or personal injury caused by the Company’s negligence the Company shall not be liable to the Customer by reason of any representation (unless fraudulent) or any implied warranty, condition or other term or any duty in common law or under the express terms of the Contract for any indirect, special or consequential losses or damages (whether for loss of profit or otherwise) costs expenses or other claims for compensation whatsoever (whether caused by the negligence of the Company, its employees, agents or otherwise) which arise out of or in connection with the provision of the Services or their use or resale by the Customer and the entire liability of the Company under or in connection with the Contract shall not exceed the price paid for the Services in question by the Customer.
- For the avoidance of doubt before providing any Services it shall be the Customer’s responsibility to back up or save any data and the Company accepts no liability for the loss of any data or otherwise.
- The amount charged for the Services is calculated with reference to the exclusions and limitations on the Company’s liability under these Conditions and the Customer acknowledges that the Company would have been prepared to add a special condition to the dispatch note extending the scope and/or agreeing a higher limit in respect of its liability regarding the Services subject to the cost of the Services being increased to take account of the Company’s costs in obtaining specific insurance cover for the increased scope and/or amount of its liability to the Customer.
- It is the customer’s responsibility to ensure that they meet all the requirements of the latest version of the Acceptable Use Policy which is published on this website. The customer accepts liability for any consequences of failure to meet the requirements of the latest version of the Acceptable Use Policy.
- The Customer undertakes to the Company that it will immediately indemnify the Company against all proceedings, costs, fees, expenses, payments, liabilities, losses and damages arising out of the breach or negligent performance by the Customer of any terms of the Contract.
13 FORCE MAJEURE
- The Company shall not be liable to the Customer 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 obligations in relation to the Services, where the delay or failure was due to any cause beyond the Company’s reasonable control and without prejudice to the generality of the foregoing the following shall be regarded (without limitation) as causes beyond the Company’s reasonable control:
- acts of God, explosion, flood, tempest, fire or accident;
- war or threat of war, sabotage, insurrection, civil disturbance or requisition;
- acts, restrictions, regulations, bye-laws or measures of any kind on the part of any governmental parliamentary or local authority;
- import or export regulations or embargoes;
- strikes, lockouts or other industrial actions or trade disputes (whether involving employees of the Company or of a third party);
- difficulties in obtaining raw materials, labour, fuel, parts or machinery; and
- power failure or breakdown in machinery.
14 INSOLVENCY OF CUSTOMER
- This Clause applies if:
- The Customer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
- An encumbrancer takes possession, or a receiver is appointed over any of the property or assets of the Customer; or
- The Customer ceases or threatens to cease to carry on business; or
- The Company reasonably apprehends that any of the events mentioned above are about to occur in relation to the Customer and notifies the Customer accordingly.
- If this Clause 14 applies then without prejudice to any other rights or remedies available to the Company the Company shall be entitled to cancel the Contract or suspend any further provisions under the Contract without any liability to the Customer and if the Services have been delivered and not paid for the price of the Services in question shall become immediately due and payable notwithstanding any previous agreement or arrangements to the contrary.
- No waiver by the Company of any breach of Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provisions of these Conditions.
- 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 other provisions of these Conditions and the remainder of the provision in question shall not be affected.
- All notices served under these Conditions shall be in writing and shall be sent to the address of the recipient set out in the invoice (or to any later address in the United Kingdom notified for that purpose) and all notices delivered personally or sent by first class prepaid letter, facsimile transmission or by receipted electronic mail shall be deemed to have been served:
- Immediately if they were sent by or receipted electronic mail; and
- On the second Business Day after posting if served by first class post; and
- By delivery of the notice through the letterbox of the party to be served and shall be treated as served on the first Business Day after delivery.
- The Company reserves the right to amend these Conditions in respect of any promotion, offer or the like made or issued by the Company from time to time in relation to the Services.
- These Conditions shall be governed by and construed in accordance with the laws of England.