Terms

MCC Terms and Conditions

See below for details

Contact Information

Tel: 01925 444499

Email: support@mccdigital.com, sales@mccdigital.com

Micro Computer Consultants Ltd (Trading as MCC Digital)

27 – 31 Earle Street

Newton Le Willows

Merseyside

WA12 9LW

Business Terms and Conditions

These Conditions are the only contractual terms upon which Micro Computer Consultants Ltd (trading as MCC Digital) whose trading address is 27 – 31 Earle Street, Newton Le Willows, Merseyside, WA12 9LW (registered with company number 1569004 and registered for VAT purposes with number 344 0199 69) is prepared to deal with its Customers in connection with the supply, by us, of user support, hardware support, equipment support and network support. These Conditions shall govern all Contracts for the supply of support Services to the exclusions of any other contractual terms, including any which a Customer may attempt to introduce. If you have any questions regarding the terms and conditions please contact us on 01925 444499 or email us on sales@mccdigital.com 

 

1. General

1.1 In these conditions:

1.1.1 “Contract” means the contract between us and you for the supply of Products or any Support Services (as applicable) in accordance with these terms and conditions.

1.1.2 “Goods” means computer equipment and/or other equipment to be supplied under these conditions as stated on our quotation or order acknowledgement, as appropriate.

1.1.3 “Products” means Goods and/or Software.

1.1.4 “Software” means the computer programs be supplied under these conditions as stated on our quotation or order acknowledgement, as appropriate.

1.1.5 “Support Services” means the ‘Collect and Return Warranty’ support services which you may purchase from us in respect of certain Goods.

1.1.6 “You” means the person submitting an order for Products.

1.2 An order shall only be deemed to be accepted when we issue a written acceptance of the order, at which point the Contract shall come into existence. We will only agree to sell Products to you subject to their availability, and accordingly the Contract may be cancelled by us in writing (without liability to you) if products cannot, within a reasonable period, be acquired by us for resale to you.

1.3 We may, prior to accepting any order, carry out a credit check, and then will only accept your order if we are satisfied with the results of such a check. You confirm that you are happy for us to carry out such a check. You agree that we may also use personal information provided by you in order to conduct appropriate anti-fraud checks. You understand that information, including personal information, that you provide may be disclosed to a credit reference or fraud prevention agency, which may keep a record of that information.

1.4 These terms and conditions may only be modified by a written variation signed by one of our directors. No other action by us (including delivery of Products) is to be construed as our acceptance of any other terms and conditions.

1.5 Subject to 3.3, these terms and conditions together with any matters referred to on our quotation or order acknowledgement (as appropriate) embody the entire understanding of the parties and supersede any prior promises, representations, undertakings or implications

1.6 Any omission or error in any sales literature, web page or site, order form, quotation, price list, order acknowledgement, dispatch note, invoice or other document (whether written, oral or in electronic form) issued by us may be corrected by us without liability.

1.7The provisions of the Contracts (Rights of Third Parties) Act 1999 and all non-mandatory provisions of the Electronic Commerce (EC Directive) Regulations 2002 are expressly excluded from the Contract.

1.8 Clause headings are for convenience only and do not affect the interpretation of these conditions. Reference in these conditions to a statutory provision will be construed as a reference to that provision as amended, re-enacted or extended at the relevant time. Words in the singular include the plural and vice versa.

1.9 The carrying out by us of any support and maintenance of Goods will be governed by our standard support terms (available at: mccdigtial.com/terms) to the exclusion of any other terms.

1.10   Your attention is in particular drawn to conditions 2, 3, 8 and 9.

2. Warranty

2.1 We warrant that Goods will at the time of delivery be free from defects in workmanship and materials and correspond in all material respects with the relevant product specification. If any Goods do not conform to this warranty then we will at our option either remedy the defect in question, replace the defective Goods or refund the price of the defective Goods. This remedy is the only remedy available to you for a breach of this warranty and is only available on condition that:

2.1.1  you notify us in writing of the defect within 7 days of delivery or, in the case of defects not apparent on reasonable inspection, within 3 months of delivery;

2.1.2 defective Goods are returned to us within 7 days of written notification referred to in condition 2.1.1 or, in the case of defects not apparent on reasonable inspection, within 3 months of delivery; and

2.1.3 our examination of defective Goods at our premises discloses to our satisfaction that the defect has not been caused by (a) your misuse, neglect, failure or inadequate maintenance, accident, improper storage, installation or handling, or (b) repair or alteration by a third party,

you will refund to us the cost of any such examination where the remedy referred to under this condition is not available together with, at our option and discretion, a restocking fee of up to 20% of the price of the Goods in order to cover our reasonable administrative expenses only.

2.2 We will so far as we are reasonably able pass on to you the benefit of all warranties received by us from the manufacturer of the products but we do not guarantee this, unless otherwise expressly stated.

 

2.3 Where Goods are returned under condition 2.1 we will bear the cost of delivering any repaired or replacement Goods to you (subject to levy of any repacking fee due under condition 2.4) and will, where you have returned Goods to us within 14 days of delivery, reimburse your reasonable postage costs in returning the Goods where the method of postage has been agreed in advance. We will not be liable for any delivery costs where no remedy is available under condition 2.1. We recommend that you obtain insurance equivalent to the cost of the Goods when returning. We cannot be responsible for returns not received.

2.4 Goods returned by you to us for any reason must be returned in their original packaging in substantially the same condition as they were delivered to you and must bear a return identification number clearly visible on the exterior (such number to be obtained from us prior to return of Goods by you). We will not accept liability for Goods returned without such identification number. We may charge a reasonable fee for repackaging Goods returned to us in a poorly packaged state due to damage or misuse.

2.5 Software (and its use) will be subject to the terms of the manufacturer’s licence contained within the software itself (and accessed upon loading) or within or upon the packaging of the software. Such licence will state the extent of the manufacturer’s liability for the software. We cannot accept any liability whatsoever for any defect or error in the same other than where this has been caused by our negligence or default.

2.6 We will supply any Support Services which you purchase from us with reasonable skill and care and in accordance with the written specification which we have provided to you for those Support Services.

2.7 If the Support Services which you purchase from us are not in accordance with clause 2.6, above, or do not do what we say in Writing that they will do, you should notify us in Writing within 28 days of their supply or within a reasonable time from their supply for defects which are not apparent to you following supply of the Support Services. If the Support Services are not in compliance with clause 2.6, above, or do not do what we say in Writing that they will do, we will either remedy the defect in question, re-supply the defective Support Services or refund the price (or the part of the price) of the defective Support Services (or part or the Support Services). This warranty does not apply to Software, which is dealt with at condition 2.5, above.

3. Limitation of liability

3.1 These terms and conditions do not apply to Consumers and, therefore, nothing in these terms and conditions affects the statutory rights of a consumer as defined under the Consumer Rights Act 2015. All conditions, warranties or representations not contained in these conditions and implied by statute or law are excluded or restricted to the fullest extent permitted.

3.2 This condition and condition 2 state our only liability to you under or in connection with the Contract.

3.3 Without prejudice to condition 3.4 and condition 3.5, we will not be liable to you by way of representation, common law duty or under any express or implied term of the contract for:

3.3.1  loss of profits;

3.3.2 loss of sales or business;

3.3.3 loss of agreements or contracts;

3.3.4 loss of anticipated savings;

3.3.5 loss of use or corruption of software, data or information;

3.3.6 loss of or damage to goodwill; or

3.3.7 any indirect, special or consequential loss or damage,

in each case, (whether caused by our negligence or that of our employees agents or otherwise) arising in connection with the supply of Products and related Services or their use by you.

3.4 Our entire liability in connection with the Contract will not exceed 150% of the total purchase price of the Products and any Support Services (in aggregate) in the preceding 12-month period.

3.5 Notwithstanding any other provisions of these terms and conditions, nothing limits any liability which cannot be legally limited, including:

3.5.1 death or personal injury resulting from our negligence or that of our employees, agents or subcontractors;

3.5.2 fraud or fraudulent misrepresentation;

3.5.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979;

3.5.4 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982; and

3.5.5 defective products under the Consumer Protection Act 1987.

 4. Price

4.1 The price for Products and/or Support Services will be that stated on our quotation, invoice or order acknowledgement (as appropriate). We may vary the price to the extent that the cost to us of acquiring or supplying Products is increased between the date of quotation or order acknowledgement (as appropriate) and delivery including, without limitation, increases in the costs of carriage packaging or insurance or arising from a change in exchange rate, a change in delivery dates, quantities or specifications for Products requested by you or delay caused by your instructions.

4.2 Prices quoted by us are, unless otherwise stated, exclusive of (a) value added tax or any similar taxes, levies or duties, (b) the costs of carriage, delivery, packaging and insurance, and (c) our handling charges, all of which will be added to or charged on invoices at the appropriate rates and paid by you.

5. Payment

5.1 Unless otherwise agreed in writing, you must pay for Products (and any Support Services ordered by you) prior to the dispatch of the Products to you by such means as we may notify you of. Where the Products and/or Support Services are supplied on credit terms granted at our discretion, payment will be made by you by the end of the month following our invoice date. Payment by cheque is at our discretion and will be deemed to have been made only upon such cheque being met on first presentation.

5.2 Where any payment to be made by you under the Contract is not made by its due date then, without prejudice to our other rights and remedies, we may:

5.2.1 charge interest at a rate of 4% above the base rate of the Bank of England on the outstanding amount (as well after as before judgment) on a day to day basis from time to time applicable until the sum due is paid; or

5.2.2 withhold further deliveries, suspend performance of the Contract and/or withhold guarantees on previously supplied Products until arrangements as to payment or credit have been established on terms which are satisfactory to us.

5.3 Where Products are to be delivered in instalments, each delivery constitutes a separate contract and failure by us to deliver any one or more of the instalments in accordance with these conditions or any claim by you in respect of any one or more instalments will not entitle you to treat the Contract as a whole as repudiated.

6. Delivery

6.1 Delivery of Products shall be made by us to the place designated by you in the accepted order or quotation, as appropriate. Delivery will be made during normal business hours. The Support Services (if applicable) shall be delivered in accordance with clause 12, below.

6.2 Unless otherwise expressly agreed in writing, any delivery date or time specified by us in any quotation, dispatch note or otherwise is a best estimate only and we will not be liable to you for any loss or damage sustained by you as a result of our failure to comply with such timescale.

6.3 If you pass or have a resolution passed for your winding up, a receiver is appointed over the whole or any part of your undertaking, an administration order is made against you, you enter into or propose to enter into any arrangement with your creditors, become unable to pay your debts (or have no reasonable prospect of so doing), suffer a bankruptcy order or commit a material breach of the Contract, then we may without prejudice to any other right immediately terminate the Contract, suspend or cancel further delivery and/or recover Products from you for which payment in full has not been received.

7. Risk and title

7.1 Risk in Products shall pass to you upon delivery.

7.2 Title to Software shall not pass to you. Title to Goods shall not pass to you until their full price and the price of any other goods which are the subject of any other contract between you and us has been paid. Until title passes, Goods shall be:

7.2.1  stored by you at your premises in such a manner that they are clearly identifiable as being our property and be kept separate from any other    goods whether or not supplied by us;

7.2.2 handed over to us on demand. We may re-take possession of such Goods and may enter onto your premises for such purpose.

7.3 If you fail to pay for any Products in accordance with these conditions we may bring action against you for the price of the Products at any time notwithstanding that title in Products has not passed to you.

 8. Damage or loss in transit

We shall repair or replace free of charge any Products damaged or lost in transit where delivery has been made by our carrier, provided that you give us written notification of such damage or loss within 7 days of the date of our invoice (so that we may comply with our carrier’s conditions of carriage).

9. Apparent defects

9.1 If the quantity of Products delivered does not correspond with the quantity required to be delivered in that consignment you may not reject that consignment and may only:

9.1.1  (if the quantity delivered exceeds the contract quantity) return the excess or retain the whole, in which latter case the price shall be adjusted at the contract rate then prevailing; or

9.1.2 (if the quantity delivered is less than the contact quantity) require a further delivery of Products to make up the deficiency or (at our option) a refund of the appropriate part of the purchase price.

9.2 These rights are only available however where condition 2.1 is also satisfied.

9.3 You shall have no claim for the fact that Products delivered are of the wrong description unless condition 2.1 is also satisfied.

10. Installation

We may for an additional charge install and/or commission Products at your premises or elsewhere. Condition 3 shall apply to the provision of any installation or commissioning. Notwithstanding that we may be contractually committed to install and/or commission Products, Products shall be treated as delivered to you when the same are presented by us at the agreed delivery destination.

11. Specification

11.1 All drawings, photographs, illustrations, specifications, performance data, dimensions and the like used by us in sales literature, on web pages or other documentation have been provided by us in the belief that they are accurate. However, they do not constitute a description of the Products, shall not be taken to be representations made by us and are not warranted to be accurate.

11.2 The specification for Products may be changed by the manufacturer at any time up to delivery and provided such change does not materially alter the functionality of Products you may not cancel your order. We will not be liable for any loss or damage suffered in connection with any change. We will use our reasonable endeavours to advise you of any such impending variation as soon as we are able or upon our receiving notice of the same (as appropriate). You must check specifications for products prior to making an order.

12. Support/warranty services

12.1 If you have ordered a MCC MyCare warranty we will, for the relevant Goods (or part of the Goods):

12.1.1 subject to clause 12.2, provide a 2, 3, 4 or 5 year limited warranty (as stated in your invoice) from the date of the purchase of the Goods (which is in addition to the warranty provided at clause 2.1);

12.1.2 provide you with telephone technical support between the hours of 8:30am to 6pm Monday to Friday for a period of [one] year following delivery of the Products (unless otherwise agreed with us);

12.1.3 subject to parts availability, carry out repairs on the relevant Goods where defects are covered by the limited warranty noted at clause 12.1.1, above within 5 working days (being a Monday to Friday excluding bank or other public holidays) on a ‘door to door’ basis;

12.1.4 carry out, on any working day (as defined in clause 12.1.3 above), collection and re-delivery of the relevant Goods within mainland UK being repaired under clause 12.1.3.

12.2 The warranty given at clause 12.1.1 and the other Support Services noted in clause 12.1 are subject to the following. They do not cover:

12.2.1 damage to the relevant Goods caused by accident, abuse, neglect, misuse (including faulty installation, repair, or maintenance by anyone other than us), unauthorised modification, extreme environment (including extreme temperature or humidity), extreme physical or electrical stress of interference, fluctuation or surges of electrical power, lightning, static electricity, fire, acts of God or other external causes;

12.2.2 relevant Goods with a serial number that has been altered, defaced or removed;

12.2.3 problems caused by a device that is not the relevant Goods, whether or not purchased at the same time as the relevant Goods;

12.2.4 service necessary to comply with the regulations of any government body or agency arising after the date of this contract;

12.2.5 the provision of replacement equipment during the period when the relevant Goods are being repaired;

12.2.6 relevant Goods that have been lost or stolen. The Support Services only cover relevant Goods that are returned to us in their entirety;

12.2.7 cosmetic damage to the relevant Goods including but not limited to scratches, dents, and broken plastic on ports, that does not otherwise affect its functionality or materially impair your use;

12.2.8 consumable parts, such as batteries except where failure in the same has occurred due to a defect in materials and workmanship;

12.2.9 preventative maintenance on the relevant Goods;

12.2.10 damage to, or loss of any software or data residing or recorded in the relevant Goods;

12.2.11 when providing repair or replacement service, we will use reasonable efforts to reinstall the relevant Goods’ original software configuration and subsequent update releases, but will not provide any recovery or transfer of software or data contained on the serviced unit not originally included in the relevant Goods; or

12.2.12 defects caused by normal wear and tear or otherwise due to normal aging of the product.

 

13. Intellectual property rights

No intellectual property rights in any of the Goods or Software are granted to, assigned or vested in you, other than the right to use the same. You will fully indemnify us against all liabilities, costs and expenses resulting from any claim that our use of any specification provided by you in connection with the Contract infringes the rights of any third party.

14. Cancellation

You may not cancel the Contract without our prior written consent and then only on condition that you forfeit any deposit for the Products and reimburse any losses we may suffer in connection with the cancellation.

15. Force majeure

We will not have any liability under these terms and conditions and may cancel or reduce the volume of Products to be delivered under it if we are prevented from or delayed in delivering or performing by any circumstances beyond our reasonable control including but not limited to industrial action, war, fire, terrorism, prohibition or enactment of any kind, or failures or acts on the part of our suppliers or sub-contractors or any other third parties (including your bank).

16. Assignment

We may freely assign, sub-contract or otherwise transfer in whole or in part these terms and conditions. You may not however do so without our written agreement.

17. Electronic communications

17.1 To the extent permitted by English law, we may conduct transactions for the supply of Goods using an electronic commerce approach under which we will both electronically transmit and receive electronic communications. Where so conducted, this condition 17 will additionally apply.

17.2 For the purposes of this condition 17, an “e-communication” means any communication electronically transmitted by you to us through our website or by us to your internet address in connection with the ordering, payment for and/or supply of Goods and including without limitation any order, order acknowledgement and electronic credit entries and requests; “originating party” means the party transmitting an e-communication; and “receiving party” means the party receiving such a communication.

17.3 You will provide and maintain the equipment, software, services and testing facilities necessary for you to effectively and reliably transmit and receive e-communications.

17.4 Any e-communication will be deemed received, where you are the receiving party, upon arrival at your mailbox at the internet address apparent from your order or, where we are the receiving party, when the e-communication is accessed by us in intelligible form. The receiving party will promptly notify the originating party if an e-communication is received in unintelligible form provided that the originating party can be identified. In the absence of such notice, our record of the contents of any such e-communication will prevail.

17.5 Any Contract formed through the transmission of e-communications will be deemed to have been formed in England.

18. How we may use your personal information

We will only use your personal information as set out at: mccdigital.com/privacy.

19. General

19.1 These terms and conditions and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

19.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

19.3 Notices required or permitted to be given under these conditions must be in writing (including without limitation by email) addressed to the relevant party at its registered office or principal place of business.

19.4 No waiver by us of any breach of these terms and conditions by you is considered as a waiver of any subsequent breach of the same or any other provision. If any provision of these terms and conditions is held by a competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these terms and conditions and the remainder of the provision in question shall not be affected.

19.5 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract. September 2020

Consumer Terms and Conditions

These Conditions are the only contractual terms upon which Micro Computer Consultants Ltd (trading as MCC Digital) whose trading address is 27 – 31 Earle Street, Newton Le Willows, Merseyside, WA12 9LW (registered with company number 1569004 and registered for VAT purposes with number 344 0199 69) is prepared to deal with its Customers in connection with the supply, by us, of user support, hardware support, equipment support and network support. These Conditions shall govern all Contracts for the supply of support Services to the exclusions of any other contractual terms, including any which a Customer may attempt to introduce. If you have any questions regarding the terms and conditions please contact us on 01925 444499 or email us on sales@mccdigital.com 

General

1.1 In these conditions:“Consumer” means any customer who is purchasing outside the course of his or her business or trade;

1.1.1  “You” means the Consumer submitting an order for Goods;

1.1.2 “Goods” means the computer and/or other equipment and Software to be supplied under these conditions;

1.1.3 “Support Services” means the ‘Collect and Return Warranty’ support services which you may purchase from us in respect of certain Goods;

1.1.4 “Party” means either you or us; “Parties” means you and us;

1.1.5 “Software” means the computer programs to be supplied under these conditions as stated on our quotation or order acknowledgement, as appropriate.

1.1.6 “Writing” means letter, fax or email.

1.2 The contract for supply of Goods and any Support Services (if applicable) (“Contract”) will be formed when you accept our quotation or we accept your order and confirm this to you in Writing. Acceptance of an order by us can only be made in Writing. Once the Contract has been formed with you, we will file it in electronic or paper copy for our records.

1.3 In deciding whether to accept your order, we may carry out a credit check and then will only accept your order if we are satisfied with the results of such a check. You confirm that you are happy for us to carry out such a check. You agree that we may also use personal information provided by you in order to conduct appropriate anti-fraud checks. Personal Information that you provide may be disclosed to a credit reference or fraud prevention agency, which may keep a record of that information. If we identify a transaction as being fraudulent or potentially fraudulent, we may return any Goods in transit to our warehouse and we may cancel your order.

1.4 We may cancel your order at any time due to error (e.g. if the details of the price, description or availability of Goods you have ordered are incorrect). In such an instance, you will receive a full refund of any charges already paid. If we are unable to accept your order, we will inform you of this and will not charge you. This may be because the item is out of stock, we have identified an error in the price or description or we cannot meet a delivery deadline you have specified.

1.5 These conditions and any matters referred to on our quotation or order acknowledgement (as appropriate) form the entire understanding between you and us and supersede any prior promises, representations (unless fraudulent) or undertakings.

1.6 Any omission or error in any sales literature, web page or site, order form, quotation, price list, order acknowledgement, dispatch note, invoice or other document issued by us may be corrected by us without liability.

1.7 By accepting the Contract, you are confirming that you are a Consumer.

1.8 The provisions of the Contracts (Rights of Third Parties) Act 1999 are expressly excluded from the Contract so that no third party may claim any rights under this contract.

1.9 Clause headings are for convenience only and do not affect the interpretation of these conditions. Words in the singular include the plural and vice versa.

2. Warranty

2.1 Subject to condition 11, we will offer you either a repair, exchange or refund if your item is faulty, if the fault occurs within 30 days of purchase (or delivery or installation by a MCC appointed engineer/contractor). If replacement or repairs are not possible, we will examine the Goods and, if the Goods are faulty or do not do what we say in Writing that they will do, will, at your option, either remedy the defect in question, replace the defective Goods or refund the price of the defective Goods. This warranty does not apply to Software, which is dealt with at condition 2.5, below.

2.2 The warranty in 2.1 above does not apply to faults that have been caused by your misuse and/or neglect of the Goods or by accidents caused while the Goods are in your possession or normal wear and tear.

2.3 Where you return Goods under condition 2.1, we will pay for the delivery of any repaired or replacement Goods to you and will, where you have returned Goods to us within 30 days of delivery, reimburse your reasonable postage costs in returning the Goods. We will not be liable for any delivery costs where you are not entitled to return the Goods to us under these conditions or by law.

2.4 You must return all Goods to us in their original packaging in substantially the same condition as you bought them, and you should ensure that all returned Goods bear a return identification number clearly visible on the exterior (such number may be obtained from us prior to return of the Goods by you).

2.5 Software (and its use) will be subject to the terms of the manufacturer’s licence contained within the software itself (and accessed upon loading) or within or upon the packaging of the software. Such licence will state the extent of the manufacturer’s liability for the software.

2.6 We will supply any Support Services which you purchase from us with reasonable skill and care and in accordance with the written specification which we have provided to you for those Support Services.

2.7 If the Support Services which you purchase from us are not in accordance with clause 2.6, above, or do not do what we say in Writing that they will do, you should notify us in Writing within 30 days of their supply or within a reasonable time from their supply for defects which are not apparent to you following supply of the Support Services. If the Support Services are not in compliance with clause 2.6, above, or do not do what we say in Writing that they will do, we will, either remedy the defect in question, re-supply the defective Support Services or refund the price (or the part of the price) of the defective Support Services (or part or the Support Services). This warranty does not apply to Software, which is dealt with at condition 2.5, above.

3. Limitation of liability

3.1 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with the terms and conditions under this Contract, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this Contract or failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either if it is obvious that it will happen or if, at the time of the Contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.

3.2 We will not be liable to you by way of representation (unless fraudulent), common law duty or under any express or implied term of the contract for:

3.2.1 any losses which are not foreseeable by both Parties when the Contract is formed arising in connection with the supply of Goods and related services or their use by you;

3.2.2 any losses which are not caused by any breach by us;

3.2.3 business or trade losses; or

3.2.4 any loss or costs of retrieval of data, as you should keep adequate backup copies of data and programs held or used by you.

3.3 We do not exclude or limit our liability to you where it would be unlawful to do so. This includes any liability for:

3.3.1 death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors;

3.3.2 fraud or fraudulent misrepresentation;

3.3.3 breach of your legal rights in relation to the Goods including the right to receive Goods which are as described and match information we provided to you and any sample or model seen or examined by you, of satisfactory quality, fit for any purpose made known to us or supplied with reasonable skill and care; or

3.3.4 defective Goods under the Consumer Protection Act 1987.

4. Price

4.1 The price for the Goods and/or Support Services is stated on our quotation or order acknowledgement (as appropriate). All prices are in £ sterling, are exclusive of VAT (unless otherwise stated), delivery and installation charges, and the cost of packaging and insurance, all of which will be added to or charged on invoices at the appropriate rates and paid by you.

4.2 We may vary the price where the cost to us of acquiring or supplying the Goods is increased between the date of quotation or order acknowledgement (as appropriate) and delivery, and including, without limitation, increases in the cost of carriage, packaging or insurance or arising from a change in exchange rate, a change in delivery date, quantities or specifications for Goods requested by you or delay caused by your instructions provided that we will notify you in writing in good time prior to delivery of such price increases, and you may cancel your order within 7 working days of this notice if you are unhappy with the price increase.

5. Payment

5.1 Unless we agree otherwise in Writing, you must pay for Goods (and any Support Services) prior to the dispatch of the Goods to you by such means as we may notify you of. Where the Goods and/or Support Services are supplied on credit terms granted at our discretion, payment will be made by you by the end of the month following our invoice date. Payment by cheque is deemed to have been made only upon such cheque being met on first presentation.

5.2 Where you do not make any payment to us under the Contract by its due date then, we may, in addition to any other rights which we have under this Contract:

5.2.1  charge interest on the outstanding amount (as well after as before judgement) on a day to day basis at an annual rate of 4% above National Westminster Bank Plc’s base rate from time to time applicable until the sum due is paid; and

5.2.2 withhold further deliveries, suspend performance of the Contract until arrangements as to payment or credit have been established on terms which are satisfactory to us.

6. Delivery

6.1 We will deliver the Goods to the place designated by you in the UK in the accepted order or quotation, as appropriate, during normal business hours. The Support Services (if applicable) shall be delivered in accordance with clause 12, below.

6.2 Unless otherwise expressly agreed in writing, any delivery date or time specified by us in any quotation, dispatch note or otherwise (including for installation under condition 9) is a best estimate only, and in any event delivery shall be made within 30 days from the date we accepted your order. Unless we agree otherwise we will not be liable to you for any loss or damage sustained by you if we fail to meet that timescale because of circumstances beyond our reasonable control.

6.3 If you become unable to pay your debts (or have no reasonable prospect of so doing), make an arrangement with your creditors, suffer a bankruptcy order or breach your payment obligations under the Contract, then we may, as well as any other rights which we have under this Contract, immediately terminate the Contract and suspend or cancel further delivery.

6.4 If you fail to take delivery of the Goods within a reasonable time, you are liable to us for any loss caused by your neglect or failure to take delivery and our costs of storing the Goods.

6.5 We may have to suspend supply of the Goods (or services described under condition 12) to:

6.5.1  update the Goods to reflect changes in relevant laws; or

6.5.2 make changes to the Goods as requested by law.

7. Risk and title

7.1 Ownership of the Goods and the risk for damage to the Goods will pass to you upon delivery.

7.2 If you fail to pay for any Goods in accordance with these conditions we may bring action against you for the price of the Goods at any time.

7.3 We may suspend the services described under conditions 9 and 12 of these terms if we have reasonable belief that you may not pay the amounts that you owe and we have requested that you explain the position and you have failed to do so satisfactorily.

 

8. Damage or loss in transit

We shall repair or replace, free of charge, any Goods damaged or lost in transit where delivery has been made by our carrier, provided that you give us written notification of such damage or loss within 30 days of the date of delivery.

9. Installation and servicing

9.1 We may for an additional charge install and/or commission Goods at your premises or elsewhere. Condition 3 shall apply to the provision of any installation or commissioning. Goods shall be treated as delivered to you when the same are presented by us at the agreed delivery destination.

9.2 Where we carry out any one-off servicing of the Goods you must keep adequate back-up copies of data and programs held or used by you. We will not be liable to you for any loss or retrieval of such data and programs.

10. Specification

10.1 Where we have put drawings, photographs, illustrations, specifications, performance data, dimensions and the like in sales literature, on web pages or other documentation, we believe they are accurate. However, you should not take them to be a description of the Goods or representations made by us and we do not warrant that they are accurate. If you believe that the differences are significant you may cancel the Contract according to your rights in condition 11 below.

10.2 The specification for Goods may be changed by the manufacturer at any time up to delivery. We will not be liable for any loss or damage suffered in connection with any change. We will try (wherever possible) to advise you of any such impending variation as soon as we are able or upon our receiving notice of the same (as appropriate). You must check specifications for Goods prior to making an order. You may cancel the Contract according to your rights set out in condition 11, below.

11. Your right to cancellation

11.1 If you have purchased the Goods or Support Services online or via our call centre, you have the right to cancel the Contract for the purchase of any of the Goods and the supply of the Support Services (if applicable) within 14 days of delivery (in respect of Goods) and within 14 days from entering into the Contract in respect of Support Services (see condition 1.2, above). We will be happy to exchange the Goods or provide you with a full refund for the price of the Goods and/or Support Services provided that, where delivery has taken place, you have returned the Goods to us in the same condition that they were delivered and are in an “as new” condition, returned in the original, undamaged packaging. 

We regret that we cannot accept the return of Software sent to you sealed which has been opened. ESD (Electronic Software Delivery), in which you’re supplied with a licence and a web link in order to download your purchase. As there’s no physical packaging, the licence has to be treated in the same way as an unsealed box, which means we’re unable to take this back. 

Products that have contact with the ear, nose or throat can only be returned for a full refund if sent back with seals unbroken and in unused condition.

Unless we agree otherwise with you in writing, you will not be able to cancel the Contract in respect of the Support Services (if applicable) under this condition 11 once the performance of the Support Services has been completed by us. Further, if you agree to our performance of the Services before the expiry of the 14 day period in respect of ongoing Support Services, you may be charged for the cost of Support Services already performed or completed by us if you subsequently choose to cancel the Contract.

11.2 You may use the cancellation form which is accessible via: support.mccdigital.com on our site, but it is not compulsory to do so.

11.3 This right of return is in addition to any other rights, warranties or conditions available to you. (For example, there are terms implied into our Contract with you under the Consumer Rights Act 2015, which we do not exclude).

11.4 If you exercise your right of cancellation after the Goods have been delivered to you, please call our Customer Support Department on 01925 444499 or email support@mccdigital.com and obtain a returns number. We would then ask you to package any Goods (if applicable) securely in the original packaging. Please record the returns number on a label attached to the outer packaging, please do not write on or damage the box. The return address is:

27-31 Earle Street

Newton Le Willows

Merseyside

WA12 9LW

11.5 Once we receive the Goods from you, we will give you a refund for the cost of the Goods plus the delivery charge paid (except where the Goods are being returned because you have simply changed your mind). We may make a deduction from the refund for any loss in value of the Goods or unnecessary handling by you.

11.6 For your protection, we recommend that you use a recorded delivery service. Please note that you will be responsible for the costs of returning the Goods to us unless we delivered the items to you in error or the Goods are faulty. If you do not return the Goods as required, we may charge you a sum not exceeding the direct costs of recovering the Goods.

12. Support services

12.1 If you have ordered the Support Services we will, for the relevant Goods (or part of the Goods):

12.1.1 subject to clause 12.2, provide a 2, 3, 4 or 5 year limited warranty from the date of the purchase of the Goods (which is in addition to the warranty provided at clause 2.1);

12.1.2 provide you with telephone technical support between the hours of 8.30am to 6pm Monday to Friday for a period of [one] year following delivery of the Goods (unless otherwise agreed with us);

12.1.3 subject to parts availability, carry out repairs on the relevant Goods where defects are covered by the limited warranty noted at clause 12.1.1, above within 5 working days (being a Monday to Friday excluding bank or other public holidays) on a ‘door to door’ basis;

12.1.4 carry out, on any working day (as defined in clause 12.1.3 above), collection and re-delivery of the relevant Goods within mainland UK being repaired under clause 12.1.3.

12.2 The warranty given at clause 12.1.1 and the other Support Services noted in clause 12.1 are subject to the following. They do not cover:

12.2.1 damage to the relevant Goods caused by accident, abuse, neglect, misuse (including faulty installation, repair, or maintenance by anyone other than us), unauthorised modification, extreme environment (including extreme temperature or humidity), extreme physical or electrical stress of interference, fluctuation or surges of electrical power, lightning, static electricity, fire, acts of God or other external causes;

12.2.2 relevant Goods with a serial number that has been altered, defaced or removed;

12.2.3 problems caused by a device that is not the relevant Goods, whether or not purchased at the same time as the relevant Goods;

12.2.4 service necessary to comply with the regulations of any government body or agency arising after the date of this contract;

12.2.5 the provision of replacement equipment during the period when the relevant Goods are being repaired;

12.2.6 relevant Goods that have been lost or stolen. The Support Services only cover relevant Goods that are returned to us in their entirety;

12.2.7 cosmetic damage to the relevant Goods including but not limited to scratches, dents, and broken plastic on ports, that does not otherwise affect its functionality or materially impair your use;

12.2.8 consumable parts, such as batteries except where failure in the same has occurred due to a defect in materials and workmanship;

12.2.9 preventative maintenance on the relevant Goods;

12.2.10 damage to, or loss of any software or data residing or recorded in the relevant Goods;

12.2.11  when providing repair or replacement service, we will use reasonable efforts to reinstall the relevant Goods’ original software configuration and subsequent update releases, but will not provide any recovery or transfer of software or data contained on the serviced unit not originally included in the relevant Goods; or

12.2.12 defects caused by normal wear and tear or otherwise due to normal aging of the Goods.

13. Delay or failure to perform

13.1 We shall not be liable to you if we are prevented or delayed in the performing of any of obligations to you if this is due to any cause beyond our reasonable control including: an act of God, explosion, flood, fire or accident; war or civil disturbance; strike, industrial action or stoppages of work; any form of government intervention; a third party act or omission; failure by you to give us a correct delivery address or notify us of any change of address.

13.2 Where there is risk of substantial delay, you shall be entitled to cancel your order without penalty.

14. Assignment, third-party rights and severance

14.1 We may transfer our rights and obligations under this Contract at any time. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the Contract. If you are unhappy with the transfer you may contact us to end the Contract within 30 days of us telling you about it and we will refund you any payments you have made in advance for Goods not provided.

14.2 You may only transfer your rights or your obligations under this Contract to another person if we agree to this in writing (such agreement not to be unreasonably withheld).

14.3 This Contract is between you and us. No other person shall have any rights to enforce any of its terms.

Each of the provisions of this Contract operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining provisions will remain in full force and effect.

15. How we may use your personal information

We will only use your personal information as set out at: mccdigital.com/privacy.

16. Governing law and jurisdiction

16.1 The Contract is governed by the laws of England and the English courts shall have the non-exclusive jurisdiction to resolve any disputes arising out of or under it.

16.2 No waiver by us of any breach of the Contract by you is considered as a waiver of any subsequent breach of the same or any other provision.

17. Summary of your key legal rights

This is a summary of your key rights and are subject to certain exceptions. For detailed information, visit the Citizens Advice website: www.adviceguide.org.uk.

The Consumer Rights Act says goods must be as described, fit for purpose and of satisfactory quality.  During the expected life of your Goods your legal rights entitle you to the following:

Up to 30 days: if your item is faulty, then you can get a refund;

Up to 6 months: if your faulty item cannot be repaired or replaced then, in most cases, you will be entitled to a full refund;

Up to 6 years: if the item can be expected to last up to 6 years you may be entitled to a repair or replacement or, if that does not work, some of your money back.

September 2020

MyLearn & MyWork Support Contract Terms and Conditions

These Conditions are the only contractual terms upon which Micro Computer Consultants Ltd (trading as MCC Digital) whose trading address is 27 – 31 Earle Street, Newton Le Willows, Merseyside, WA12 9LW (registered with company number 1569004 and registered for VAT purposes with number 344 0199 69) is prepared to deal with its Customers in connection with the supply, by us, of user support, hardware support, equipment support and network support. These Conditions shall govern all Contracts for the supply of support Services to the exclusions of any other contractual terms, including any which a Customer may attempt to introduce. If you have any questions regarding the terms and conditions please contact us on 01925 444499 or email us on sales@mccdigital.com 

1. Definitions and interpretation

1.1 The following words and expressions used in these Conditions will have the following meanings:

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business;

Charges: the charges payable by the Customer for the supply of Services in accordance with clause 10;

Conditions: these terms and conditions as amended from time to time in accordance with clause 17.4;

Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions;

Customer: the person or firm or corporate body who purchases Services from the Supplier;

Customer Default: shall have the definition given to it in clause 9.2;

Customer’s Location: shall have the definition given to it in clause 5.1.1;

Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the United Kingdom including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended;

Equipment: each item of equipment listed in the Equipment List but excluding, unless otherwise agreed in writing with the Supplier, any software, removable media or consumable items used in connection with the equipment;

Equipment List: a list of equipment supported by the Supplier in the performance of the Services;

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

Maintenance: shall have the meaning given to it in clause 4.1;

Onsite Maintenance: shall have the meaning given to it in clause 5.1;

Order: the Customer’s order for any Services as set out in the Customer’s purchase order form, the Customer’s written acceptance of a quotation by the Supplier, or any scope of works (SOW), as the case may be;

Pre-Agreement Defects: any defects in the Equipment (which as at the Start Date is not brand new and/or not covered by a manufacturer’s warranty) notified to the Customer prior to the Start Date;

Remote Server Support: the Services provided by the Supplier by remotely accessing the Customer’s server or systems;

Response Time: the estimated response time with the Supplier during Working Hours as set out in the Specification;

Services: the support services to be provided by the Supplier to the Customer in accordance with any Specification or otherwise agreed between the parties;

Specification: the description or specification of the Services provided by the Supplier to the Customer set out in the SOW or the Order;

SOW: the scope of work describing the Services to be provided by the Supplier;

Start Date: shall have the meaning given to it in clause 2.2;

User List: a list of supported Customer users; and

Working Hours: our working hours, namely the hours between 9.00 am and 5pm (UK time) on Business Days.

1.2 Unless the context otherwise requires, words in the singular shall include the plural and, in the plural shall include the singular.

1.3 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

2. Commencement and durations

2.1 The Order constitutes an offer by the Customer to purchase the Services in accordance with these Conditions.

2.2 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order at which point, and on which date the Contract shall come into existence (Start Date).

2.3 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.4 Any quotation given by the Supplier shall not constitute an offer and is only valid for a period of [30] Business Days from its date of issue.

3. Support of services

3.1 The Supplier shall supply the Services to the Customer in accordance with the Specification in all material respects.

3.2 The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Specification, but any such dates shall be estimates only.

3.3 Unless specified otherwise in any Contract, the stated Response Time for the provision of Services are dependent upon what time the Supplier receives notification of any defect in the Equipment, and the Supplier will notify the Customer of its anticipated Response Time.

3.4 The Supplier reserves the right to amend the Specification if necessary, to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.

3.5 The Supplier warrants to the Customer that the Services will be provided using reasonable skill and care.

4. Preventive and emergency hardware maintenance

4.1 Where the Customer has opted for preventative and emergency hardware maintenance as part of the Services as set out in the Specification (Maintenance), the Supplier shall:

4.1.1 provide Maintenance of the Equipment;

4.1.2 in providing the Maintenance:

  1. a) fit any suitable replacement equipment or parts where it is appropriate to do so in the Supplier’s absolute discretion (and provided the Customer has purchased appropriate hardware cover); and
  2. b) supply and fit any temporary replacement equipment or parts of a similar and suitable specification where the Supplier is to repair and/or source any new equipment or parts.

6. Software support services

6.1 Where the Customer has opted for software support as part of the Services as set out in the Specification, the Supplier shall:

6.1.1 at its sole discretion determine the appropriate course of action for each incident and will follow the necessary troubleshooting steps to diagnose and then resolve the incident, which may involve implementing a temporary solution prior to any resolution; and

6.1.2 endeavour to return the affected software or operating system to an operational state (where possible), without requiring changes by the manufacturer to the software.

7. Mature equipment and software

7.1 When supplying support Services for Equipment or software the Customer acknowledges that the Equipment or software may in time reach the point at which a major overhaul is required to ensure its continued maintainability. Such major overhaul (as opposed to continuing maintenance) is not within the scope of Services provided under this Contract. Accordingly, if at the Supplier’s sole discretion, the Equipment or software shall require such an overhaul, then the Supplier shall notify the Customer in writing and provide a quotation for carrying out such overhaul.

7.2 If the Customer does not, within 28 days authorise the overhaul, the Supplier may at any time after the expiration of that 28 days by notice to the Customer vary the Contract by withdrawing the Equipment concerned from the Equipment List, or by withdrawing support Services for the software from the Specification, or by charging an additional service charge for continued maintenance of that Equipment or software at a rate to be determined by the Supplier.

7.3 When supplying support Services for Equipment the Customer acknowledges that the Equipment or software may in time reach the point at which the Equipment is beyond economic repair. Examples of this would be:

7.3.1 where spare parts are no longer available from the manufacturer;

7.3.2 where the product at the sole discretion of the Supplier has become unserviceable, including the circumstance where it has reached the end of its manufacturer’s stated life.

7.4 In any circumstance set out in clause 7.3, the Supplier shall notify the Customer in writing and provide a quotation to refurbish or replace such products. If the Customer does not within 28 days authorise the overhaul in writing, the Supplier may at any time after the expiration of that 28 days, by notice in writing to the Customer, vary the Contract by withdrawing the Equipment concerned from the Equipment List or by charging an additional service charge for continued maintenance of that Equipment at a rate to be determined by the Supplier.

8. Repairs

8.1 Where the Customer has opted for repairs as part of the Services as set out in the Specification, the 

Supplier shall:

8.1.1 endeavour to carry out repairs of Equipment in such a manner as to meet the manufacturer’s available technical specification (wherever possible);

8.1.2 only carry out repairs in respect of Equipment that has become unserviceable due to:

  1. a) defects recognised by the manufacturer as a fault, or
  2. b) any defects which are deemed to be a fault at the Supplier’s sole discretion.

9. Customer’s obligations

9.1 The Customer shall:

9.1.1 ensure that the terms of the Order and any information it provides in the Specification are complete and accurate;

9.1.2 co-operate with the Supplier in all matters relating to the Services;

9.1.3 provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

9.1.4 provide the Supplier (and its personnel or contractors) with full and safe access to the Equipment, devices and network links in connection with the Services;

9.1.5 obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the Start Date;

9.1.6 comply with all applicable laws, including health and safety laws;

9.1.7 be responsible for the operation and use of the Equipment and shall at all times comply with the Supplier’s and/or the manufacturer’s reasonable recommendations and advice of use; and

9.1.8 promptly report to the Supplier all defects in the Equipment that become apparent to it.

9.2 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

9.2.1 without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;

9.2.2 the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 9.2; and

9.2.3 the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

9.3 Where the Supplier is providing Remote Server Support, the Customer:

9.3.1 shall allow us access (whether through VPN [virtual private network] access or otherwise) to its server, devices or Equipment in order to provide the Services;

9.3.2 ensure that it has backed up any and all data; and

9.3.3 ensure that it has encrypted any and all data.

10. Charges and payment

10.1 The Charges for the Services under any Contract shall be as set out under any Order or SOW.

10.2 The Supplier shall invoice the Customer in advance of the Start Date.

10.3 The Customer shall pay each invoice submitted by the Supplier:

10.3.1 within [30] days of the date of the invoice (or in accordance with any credit terms agreed by the Supplier and confirmed in writing to the Customer); and

10.3.2 in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.

10.4 The Supplier reserves the right to increase the Charges during the Contract (with the express agreement of the Customer) where the Services are varied or increased.

10.5 Subject to clause 10.1, where any Services are to be supplied outside of Working Hours, the Charges shall be calculated (unless otherwise agreed with the Supplier):

10.5.1 on a time and materials basis;

10.5.2 in accordance with the availability of two qualified engineers to attend the Customer’s Location; and

10.5.3 will include traveling expenses.

10.6 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

10.7 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause 15, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 10.7 will accrue each day at 4% a year above the Bank of England’s base rate from time to time.

10.8 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

11. Intellectual property rights

All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier.

12. Data protection

Each party will comply with all applicable requirements of the Data Protection Legislation.

13. Limitation of liability: the customer’s attention is particularly drawn to this clause

13.1 These Conditions do not apply to consumers and, therefore, nothing in these Conditions affects the statutory rights of a consumer as defined under the Consumer Rights Act 2015. All conditions, warranties or representations not contained in these Conditions and implied by statute or law are excluded or restricted to the fullest extent permitted.

13.2 Without subject to clauses 13.3 and 13.4, the Supplier will not be liable to the Customer by way of representation, common law duty or under any express or implied term of the contract for:

13.2.1 loss of profits;

13.2.2 loss of sales or business;

13.2.3 loss of agreements or contracts;

13.2.4 loss of anticipated savings;

13.2.5 loss of use or corruption of software, data or information;

13.2.6 loss of or damage to goodwill; or

13.2.7 any indirect, special or consequential loss or damage, in each case, (whether caused by the Supplier’s negligence or that of its employees agents or otherwise) arising in connection with the supply of Services or their use by the Customer. The Supplier’s entire liability in connection with the Contract will not exceed 110% of the total purchase price of the Services (in aggregate) in the preceding 12-month period.

13.3 Notwithstanding any other provisions of these Conditions, nothing limits any liability which cannot be legally limited, including:

13.3.1 death or personal injury resulting from our negligence or that of our employees, agents or subcontractors;

13.3.2 fraud or fraudulent misrepresentation;

13.3.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979;

13.3.4 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982; and

13.3.5 defective products under the Consumer Protection Act 1987.

14. Limitation of the scope of services

14.1 In providing the Services, the Supplier shall be under no obligation to:

14.1.1 install, relocate or upgrade the Equipment or any part of it, unless specified otherwise in the Specification;

14.1.2 install, transfer, upgrade or reconfigure software unless this is expressly agreed within the Specification;

14.1.3 provide, repair or replace consumable items for the Equipment including, without limitation, ink, batteries, lamps, magnetic tape media, disk packs, cartridges, type heads or drums;

14.1.4 carry out any adjustment or operation to or setting of the Equipment or software which is described in the relevant user’s manual and regarded by the manufacturer of the Equipment or software as a user function, unless this is expressly agreed within the Specification;

14.1.5 repair or replace any damaged or defective removable media on the Equipment;

14.1.6 provide support in respect of any faults, defects, damage or loss arising directly or indirectly from:

  1. a) accidental or malicious damage to, theft of or other misuse of the Equipment or software;
  2. b) power failure or fluctuation, lightning, strikes or transportation of equipment;
  3. c) any breach by the Customer of the terms of the Contract;
  4. d) the use of the Equipment or software other than in accordance with relevant user manuals;
  5. e) operator error or, unless the software is included in the Specification, a failure or error in operational software;
  6. f) any failure by the Customer to copy data or provide restorable backup and/or security copies of data processed or stored on the Equipment;
  7. g) any modifications or adjustments (or any attempts thereat) carried out to the Equipment or any part of it by any person other than us or our subcontractors; or
  8. h) provide support in respect of any Pre-Agreement Defect.

15. Termination

15.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

15.1.1 the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within [30] days of that party being notified in writing to do so; or

15.1.2 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business.

15.2 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:

15.2.1 the Customer fails to pay any amount due under the Contract on the due date for payment; or

15.2.2 there is a change of control of the Customer.

15.3 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under the Contract on the due date for payment.

16. Consequences of termination

16.1 On termination of the Contract the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.

16.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

16.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

17. General

17.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

17.2 Assignment and other dealings.

17.2.1 The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

17.2.2 The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Supplier.

17.3 Entire agreement.

17.3.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

17.3.2 Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.

17.3.3 Nothing in this clause shall limit or exclude any liability for fraud.

17.4 Confidentiality.

17.4.1 Each party undertakes that it shall not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 17.4.2. 

17.4.2 Each party may disclose the other party’s confidential information:

  1. a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 17.4; and
  2. b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

17.4.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

17.5 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

17.6 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

17.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

17.8 Privacy. The Supplier will only use your personal information as set out at: www.mccdigital.com/privacy

17.9 Notices.

17.9.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address specified in the Specification or otherwise by that party.

17.9.2 Any notice shall be deemed to have been received:

  1. a) if delivered by hand, on signature of a delivery receipt;
  2. b) if sent by pre-paid first-class post or other next working day delivery service, at 9am on the second Business Day after posting; and
  3. c) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 17.8.2(c), business hours means 9am to 5pm Monday to Friday on a day that is not a public holiday in the place of receipt.

17.9.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

17.10 Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

17.11 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

17.12 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

September 2020