TERMS AND CONDITIONS
PC Help Centre Limited Terms & Conditions of Sale for direct sales by internet or shop
1. This Document YOUR ATTENTION IS SPECIFICALLY DRAWN TO CLAUSE 11
1.1 This document (the "Conditions") forms part of an agreement between PC Help Centre Limited & you, the Customer.
1.2 The Conditions together with the (1) Service Descriptions &/or (2) Product Descriptions & (3) pricing applicable to the Products & Services that you wish to buy, either set out in the attached booking and invoice form or otherwise, together form the whole of PC Help Centre Limited's, "Agreement" with Customer. The Agreement is a binding document & Customers should ensure that they understand it.
1.3 Some parts of this Agreement apply to all of our Customers. However other parts are specific to Consumers only or to Business Users only and each part is marked accordingly.
1.4 We keep an agreed written record of what we are supplying to ensure that no mistakes are made. Consequently we will not usually seek to make or agree variations to the Agreement orally, but may do so if the matter is urgent & will seek to ensure that changes are documented in writing (which will be required in all cases for Business Users).
1.5 Our Agreement is intended to comply with all of your statutory rights as a Consumer. However, in the event that any uncertainty arises your statutory rights as a Consumer will take priority over the Agreement.
2. Terms used in this Agreement
Bespoke Build: a Service for Consumers and Business Users whereby PC Help Centre will build computer hardware to the Consumer’s or Business User’s specification, which also may include image & applications loading, integration of software, integration of hardware, asset management services and maintenance;
Business User: Legal entity or person who buys or agrees to buy Products &/or Services from PC Help Centre Limited other than for private use.
Collection Facilities: PC Help Centre Limited's collection facilities at its premises at 140 High Street South, Dunstable, Beds LU6 3HR where Business Customer's can deposit end of life products originally supplied by PC Help Centre Limited.
Conditions: this document;
Consumer: an individual who buys or agrees to buy Products &/or Services from PC Help Centre Limited for private use;
Customer: Consumers & Business Users collectively;
PC Help Centre Limited: PC Help Centre Limited a company incorporated in England and Wales with registration number 05442751, whose registered office is located at c/o Stoten Gillam, Alban House, 99 High Street South, Dunstable, Bedfordshire LU6 3SF;
Description: a document forming part of the Agreement which describes a Product or Service that Customers may purchase from PC Help Centre Limited;
Indemnify: promise to be responsible for another's loss, damage, liability or penalty including promise to compensate for any loss, damage, liability or penalty which occurs;
Input Material: third party software or product(s) specified or provided by Business User to be used in PC Help Centre Limited’s Bespoke Build;
IPR: "Intellectual Property Rights" , patents, trade marks, registered designs, & applications for same, copyright, design rights, know-how, trade & business names & any other similar protected rights in any country;
Order: request by Customer to purchase Product or Services from PC Help Centre Limited;
Order Confirmation: acceptance by PC Help Centre Limited of Customer's Order, either in writing on the booking and invoice form, or by email or any other form of written acceptance or verbal acceptance by a representative of PC Help Centre Limited;
Price: the total charge for Products &/or Services payable by Customer to PC Help Centre Limited confirmed on the booking and invoice form in an Order Confirmation, or verbally by PC Help Centre Limited;
Products: an individual good (including Software) as described in any current document published by PC Help Centre Limited physically &/or on its internet site, or in any booking form or Order Confirmation & which Customer buys or agrees to buy from PC Help Centre Limited but excluding Customer’s own items added to PC Help Centre Limited hardware through Bespoke Build;
Services: service, support and Bespoke Build carried out by or for PC Help Centre Limited in accordance with the Service Offering;
Service Offering(s): the Service options offered by PC Help Centre Limited as described in any current document published by PC Help Centre Limited physically &/or on its internet site, or in any Order Confirmation;
Software: computer operating systems, middleware, applications or other software that is manufactured or owned by, or licensed by, PC Help Centre Limited;
Third Party Products: products not manufactured, assembled or authored by PC Help Centre Limited that PC Help Centre Limited sells.
Third Party Software: computer operating systems, middleware, applications or other software from a third party editor or licensor.
WEE Regulations: means Waste Electrical & Electronic Equipment Regulations 2006
3. Quotations/Orders and Changes
3.1 PC Help Centre Limited quotations are made orally or in writing & are valid for 10 days after the quotation date, unless otherwise stated in the quotation or on the booking and invoice form.
3.2 All Orders for Products &/or Services shall be regarded as an offer by Customer to purchase Products &/or Services under the terms of this Agreement.
3.3 PC Help Centre Limited accepts Customer's offer to purchase under this Agreement & makes a binding Agreement by issuing an Order Confirmation. Order confirmation is binding except, in the case of consumers only, where there is a discrepancy between Order Confirmation and what consumer ordered and where discrepancy is unacceptable to the consumer. It is recommended that Customer review the Order Confirmation & notify PC Help Centre Limited within a reasonable period of time of any discrepancies that are noticed.
3.4 PC Help Centre Limited reserves the right to make changes to ordered specifications but will identify any such changes in the Order Confirmation. PC Help Centre Limited guarantees that any such changed Products will offer at least equivalent functionality & performance. PC Help Centre Limited will not make any significant variations to Products or Services without Customer's prior agreement &, except as provided for above, will manufacture & deliver Product in accordance with the Order Confirmation.
4. Price and Payment
4.1 The Price that Customers have to pay will be shown on PC Help Centre Limited's Order Confirmation, booking form and invoices. PC Help Centre Limited may in the first instance confirm the price to the Customer verbally.
4.2 Payment shall be made before supply of Products and such deposit or fee shall be made by the Consumer prior to supply of the Service as set out in the Order confirmation with the balance of the price payable on completion of the Service. PC Help Centre Limited may suspend delivery of Product or Service until full payment is received. If PC Help Centre Limited has delivered Product &/or Services & the Product &/or Services remain neither paid for nor made available for collection when reasonably demanded then PC Help Centre Limited may recover the outstanding payment &/or Product & the recovery costs are to be paid by the Consumer.
4.3. A deposit may be required from a Business User prior to PC Help Centre Limited providing the Product or Service, with the balance of fees payable on completion or delivery or as set out in the Order Confirmation and PC Help Centre Limited reserves the right to render interim invoices in respect of the Service or Product as notified to the Business User in the Order Confirmation or during performance of the Service. In all other instances, payment is required on completion of Service or delivery of Product. PC Help Centre Limited may suspend delivery of Product or Service until full payment is received. If full payment is not received PC Help Centre Limited will be entitled to charge interest on the amount outstanding at the rate of 3% per annum above the London Inter Bank Offer Rate ("LIBOR"). If PC Help Centre Limited must recover the outstanding payment &/or Product, recovery costs are to be paid by Business User.
4.4 For Orders to be delivered in instalments over a period of time, PC Help Centre Limited may adjust prices due to changes to exchange rates, duties, insurance, freight, handling & purchase costs.
5.1 The delivery date for Products or Services specified in the Order Confirmation is an estimate and time is not of the essence.
5.2 The place of delivery is as stated in the Order Confirmation, or as agreed verbally between the parties.
5.3 For practical reasons, Products may be delivered by instalments, which shall be communicated to Customer.
5.4 Delivery will take place less than 30 days after the date of Order unless specifically otherwise agreed at the time of making the Order.
5.5 If the estimated delivery date cannot be met and the revised delivery date will exceed 30 days from the original date of order then Consumer will be contacted & advised of a proposed new date for delivery. If Consumer refuses the revised delivery date and delivery is not made within 30 days from the original date of order or prior to the specifically agreed delivery date if applicable, then Consumer may cancel the order without charge &obtain a full refund.
5.6 Where Product is delivered in instalments, then, unless expressly otherwise agreed at the time of placing the Order, these instalments will be delivered within 30 days of placing the Order.
6. Passing of Ownership, Risk & Lien
6.1 Ownership of Products passes to Customer on the later of receipt by PC Help Centre Limited of full payment or delivery to Customer of Product. PC Help Centre Limited may recover any Products supplied at any time prior to ownership passing if Customer is in breach of these Conditions. This clause shall not apply to IPR.
6.2 Risk meaning: a: (for Consumers only, within the period of time specified in clause 7.3), a duty to take reasonable care of Product received and b: (after the period specified in Clause 7.3 for Consumers and in all circumstances for Business Users) responsibility for damage caused to or by use, handling or storage of the Product, passes to Customer on delivery of Products to Customer or to their representative.
6.3 PC Help Centre Limited retains the right of lien (the right to hold property of another for the performance of an obligation) over Customer’s property, pending payment of all fees and costs owed to PC Help Centre Limited.
6.4 In cases in which the Customer has agreed to collect its property from PC Help Centre Limited’s premises and the Customer fails to collect their property within three months of the agreed collection date PC Help Centre Limited will make an additional charge of £30.00 and if the Customer fails to collect their property within six months of the agreed collection date, PC Help Centre Limited shall have the right to dispose of the Customer’s property as it sees fit.
7. Acceptance of Products on Delivery, "Cooling Off" & rights of return and cancellation
7.1 Customer should notify PC Help Centre Limited promptly: following delivery of any missing, incorrectly delivered, incorrect specification (subject to Clauses 3.3 & 3.4), or otherwise not as ordered Products or Products which are either in damaged packaging or are visibly damaged; following discovery of any non-visible damage or defect in Product supplied.
7.2 Where Product can be returned to PC Help Centre Limited by Customer under the terms of this Agreement, it should be made available for collection or return at a time which is mutually convenient insofar as possible. Customers should act reasonably in complying with a request by PC Help Centre Limited to collect Product at a particular time.
7.3 Consumers may cancel their Orders made via telephone or internet only for any reason until, but no later than:
7.3.1 the end of the 7th "working day" (days other than weekend days & public holidays) after the day of receipt of the Product &/or of the Service Order Confirmation (as applicable); or
7.3.2 the end of the 7th working day after the date when all such information required by law is supplied.
7.4 Consumers' right to cancel Software that is supplied on CD, DVD or other similar storage devices is also lost if the Software is unwrapped.
7.5 Consumers do not have the right to cancel as set out in 7.3 above if PC Help Centre Limited has commenced the supply of the Services ordered prior to the end of the period set out in 7.3.1 or 7.3.2 with the agreement of the Consumer.
7.6 On cancellation of Products Consumer is obliged to return the goods to PC Help Centre Limited in their original condition, undamaged & at the cost of Consumer. Consumer shall take reasonable care to ensure that the goods are not damaged whilst in transit using means arranged by Consumer. Whilst in possession of the goods Consumer shall be under a duty to take reasonable care of them. PC Help Centre Limited shall take action against Consumer for goods returned which have been made unfit for resale or damaged whilst in the possession of Consumer.
7.7 The provisions of Clauses 7.3, 7.4 & 7.5 do not apply to Product or Software that is damaged or defective.
7.8 On cancellation of the Order PC Help Centre Limited will refund the price paid, less the direct cost of recovering the goods (when applicable), within a period of 30 days from date of cancellation.
7.9 Notwithstanding anything herein to the contrary (including without limitation Clauses 3.3 & 3.4), Business Users may only reject Product for material non-conformity with the Product Description by providing written notice to PC Help Centre Limited within 7 days after delivery or otherwise shall be deemed to have accepted the Products.
8. Statutory Rights, Warranties, Repairs, Replacements & Provision of Services
8.1 PC Help Centre Limited will fulfil its legal obligations to repair &/or replace Products. These obligations are dependent upon proper use of Products & do not cover any parts of Products which have been modified or repaired without PC Help Centre Limited's prior written consent. PC Help Centre Limited may ask third party Software licensors to fulfil PC Help Centre Limited's and/or licensor's legal obligations relating to the supply of that licensor's software.
8.2 PC Help Centre Limited's obligations do not apply to the consumable components of consumable items (such as toner in printer cartridges) or if a defect is caused by an external cause such as fair wear & tear, software or hardware loaded onto or connected to Product by Customer where this software or hardware has not been supplied by PC Help Centre Limited, an accident, hazard, humidity control, electrical stress or other environmental conditions not commonly found in a safe home or office environment.
8.3 Bespoke Builds, or factory refurbishments and Products (excluding batteries) sold by PC Help Centre have a one year warranty unless otherwise stated in writing.
8.4 Parts not critical to Product function, including but not limited to hinges, doors, cosmetic features, and frames, are not serviced &/or repaired.
8.5 PC Help Centre Limited's obligations under its Service Offerings are as stated in the Descriptions for those Service Offerings. PC Help Centre Limited will use all reasonable endeavours to meet response times estimated in the Service Offerings, but actual timings may vary depending, among other factors, on the remoteness or accessibility of Customer's location, weather conditions & availability of components. PC Help Centre Limited will comply with all other terms of its Service Offerings. Notwithstanding the above, the following are excluded from Service unless stated otherwise in the Service Offering: local working hours, relocation, removal of non-PC Help Centre Limited supplied hardware or software, preventative maintenance, repairs to Products that are functioning within industry standards including without limitation defective pixels on monitors, transfer of data or Software and viruses. Customer is responsible for removal of non-PC Help Centre Limited supplied products.
8.6 PC Help Centre Limited does not provide PC Help Centre Limited Service Offerings for Third Party manufactured Software or Products but will pass to Customers, to the extent that it is permitted to do so, the benefit of any warranty or guarantee given by the manufacturer or supplier of Third Party Products.
8.7 Service may be provided via telephone (at the normal national rate) or Internet where appropriate. Telephone calls may be recorded for training purposes. Customer must provide PC Help Centre Limited with all reasonable courtesy, information & cooperation to enable PC Help Centre Limited to deliver the Services & shall be responsible for all telephone & postal charges in contacting PC Help Centre Limited.
8.8 PC Help Centre Limited makes repairs as required at law &, if applicable, under Service Offerings by using components which are new or used parts when new parts are not available due to the age of the part or product or equipment being repaired in accordance with industry standards and practice. Products or equipment will be repaired using parts which will work for the balance of the statutory entitlement period and/or the Service Offering period relating to the Product into which they are installed. If the part is installed into a Product for which this statutory entitlement period and/or the Service Offering Period (as applicable) has less than 90 days to run at the date of installation then the part itself will continue to work for at least 90 days after the date upon which it was installed.
8.9 PC Help Centre Limited owns any Product or parts that are removed during repair. PC Help Centre Limited may require Customer to return removed parts to PC Help Centre Limited for reconditioning, analysis or for environmental reasons.
8.10 If Customer does not return removed parts PC Help Centre Limited then may charge a fee of which Customer will be informed prior to charge. The fee will reflect the cost incurred by PC Help Centre Limited in retrieving the part(s), &/or the cost of procuring another component to recondition &/or arising from failure to comply with environmental obligations as a result of the Customer's failure to return the Product or part.
8.11 The charge referred to in 8.9 and 8.10 above will not apply to Consumers returning defective parts which have been replaced in accordance with statutory rights.
8.12 Products, Software & Services sold will correspond to their Description (except as stated in Term 3.4 above).
8.13 PC Help Centre Limited will comply with the WEE Regulations when it is legally obliged to do so.
8.14 Products sold will be suitable for general use in a domestic, non commercial, non research environment in a manner which is consistent with the specification, functionality & service standards described in the Product's Description. Fitness for use in any other manner or environment must be explicitly and clearly agreed (preferably in writing) with PC Help Centre Limited prior to purchase.
8.15 PC Help Centre Limited will repair, or in the event that repair does not occur, replace Product which is defective within a reasonable period & with reasonable care & skill. This may only be varied to the extent reasonably agreed with Consumer.
8.16 Business Users must satisfy themselves as to the suitability of the Description for their needs. PC Help Centre Limited does not warrant fitness for any particular purpose. Fitness for use in any particular manner or environment must be agreed in writing with PC Help Centre Limited prior to purchase.
8.17 Business Users are not automatically entitled to repair or replacement other than as described in a Service Description or as otherwise agreed by PC Help Centre Limited. PC Help Centre Limited shall have no liability or obligation for defects in Products or failure to remedy defects except as expressly provided under this Agreement.
8.18 Except as expressly provided herein, no warranty, express or implied, as to the condition, quality, performance, merchantability, or durability of Products is given or assumed by PC Help Centre Limited & all such warranties are hereby excluded.
9. Bespoke Build
9.1 Bespoke Build may be provided at the discretion of PC Help Centre Limited in accordance with the Customer’s instructions & technical specifications & subject to current PC Help Centre Limited requirements. The Customer will specify & provide Input Material or PC Help Centre Limited may obtain Input Material at Customer’s instruction. PC Help Centre Limited will indicate acceptance &/or validation of Input Material & then will integrate Input Material into Product(s), producing a Bespoke Build Product. PC Help Centre Limited may install Bespoke Build Product under Customer’s instruction or under PC Help Centre Limited technical advice, if agreed in writing. PC Help Centre Limited will not carry out Bespoke Build work if not technically feasible. PC Help Centre Limited shall not warrant the functionality or provide support for Input Material unless otherwise stated.
10. Frustration/Circumstances beyond the Parties' control ("Force Majeure")
10.1 Neither party is responsible for non-performance in case of circumstances beyond its reasonable control ("Force Majeure") including without limitation, strikes by non PC Help Centre Limited employees, terrorist acts, war, exchange fluctuations, governmental or regulatory actions, natural disasters, severe weather, unforeseeable transport or production problems affecting companies that supply PC Help Centre Limited, flood or fire at PC Help Centre Limited’s premises.
10.2 If a Force Majeure event occurs & PC Help Centre Limited cannot deliver within the period set out in the Order Confirmation, PC Help Centre Limited will & Consumer may act in accordance with the terms of clause 5.5 above.
10.3 If the Force Majeure event lasts longer than 60 days then PC Help Centre Limited shall have the right to terminate the Agreement by providing notice in writing to Consumer & returning all sums paid by Consumer under the Agreement. No compensation to Consumer will then be due in these circumstances.
10.4 The same provisions apply to Business Users as apply to Consumers in Clauses 10.1 & 10.3. Neither PC Help Centre Limited in respect of a Business User nor a Business User in respect of PC Help Centre Limited may use Clause 10.2.
11.1 PC Help Centre Limited accepts liability for any loss or damage to private property, death or personal injury caused by the Products & Services supplied, the negligence or deliberate misconduct of PC Help Centre Limited, or any employees, agents or subcontractors acting on PC Help Centre Limited's behalf, provided, however, that in all cases, except for death or personal injury or fraudulent misrepresentation(where there shall be no limit on liability), PC Help Centre Limited's liability for losses suffered by Customer will be assessed in accordance with the applicable terms of this Clause 11.
11.2 PC Help Centre Limited shall accept liability for reasonably foreseeable losses arising as a direct consequence of breach by PC Help Centre Limited of its statutory duty. However PC Help Centre Limited shall not be liable in certain circumstances for example where the causes or potential causes of the loss:
11.2.1 were not reasonably foreseeable by both parties; &/or
11.2.2 were known by Consumer to the exclusion of PC Help Centre Limited at the time that the Agreement was entered into; &/or
11.2.3 arose from the use of the Product &/or Services for purposes other than those contemplated in Clause 8.14.
11.2.4 were reasonably foreseeable & preventable by Consumer such as those arising from, but not limited to:
220.127.116.11 data or information loss caused by failing to keep back up copies of important data on separate media; or
18.104.22.168 virus damage; or
22.214.171.124 user inflicted problems such as those caused by failure to read &/or follow user instructions provided in writing or orally by a PC Help Centre Limited technician.
11.3 In claiming against PC Help Centre Limited for any such losses Consumer is expected to avoid losses occurring; &
11.3.2 taking reasonable precautions to avoid loss (such as contacting PC Help Centre Limited promptly upon becoming aware of an issue).
11.4 The provisions of Clauses 11.2 & 11.3 will also apply Business Users as if the word "Consumer" were replaced by the words "Business User" except that:
11.4.1 in all cases except for fraudulent misrepresentation, death or personal injury (where there will be no limit on liability) PC Help Centre Limited's liability for losses will not exceed a sum equal to 200% of the Price; and
1.4.2 PC Help Centre Limited will not be liable for:
126.96.36.199 use not consistent with clause 8.15 (rather than clause 8.13);
188.8.131.52 loss resulting from any defect or deficiency in Products or Services which PC Help Centre Limited shall have remedied within a reasonable period &/or consistently with the terms of a Service Description;
184.108.40.206 consequential losses such as loss of business profits, loss of reputation, salary, revenue, data or anticipated savings.
12. Intellectual Property & Software
12.1 PC Help Centre Limited Indemnifies Customer from all costs & liabilities arising from any claim that use of Product or Software infringes any third party IPR. PC Help Centre Limited may recall & exchange or modify Product or Software or refund Customer (minus depreciation in this event) or require Customer to install replacement or altered Software from a CD, DVD or an internet download.
12.2 PC Help Centre Limited retains all PC Help Centre Limited-owned IPR in Product. Customer must notify PC Help Centre Limited immediately of any infringing or unauthorised use of Product or IPR in it.
12.3 PC Help Centre Limited does not Indemnify Customer for:
12.3.1 Third Party Hardware or Third Party Software;
12.3.2 unauthorised modification or use of the Products or Software;
12.3.3 any claim caused by the use of Products or Software in conjunction with anything not supplied by PC Help Centre Limited. Customer must comply with the license conditions for any Software supplied.
12.4 Customer Indemnifies PC Help Centre Limited for any claim which arises due to Customer's own actions of which PC Help Centre Limited had no knowledge or could not reasonably be expected to have had knowledge.
12.5 PC Help Centre Limited is allowed to litigate, negotiate & settle claims & Customer must provide reasonable assistance if requested to assist PC Help Centre Limited if litigation is directly related to Products supplied to Customer.
12.6 Business Users additionally Indemnify PC Help Centre Limited, without limit, for any claim related to Input Material or IPR specified or owned by Business User & integrated into Product.
13. Data Protection
14.1 Each party must treat all information received from the other which appears to be confidential as it would treat its own confidential information generally, but at least, with no less than a reasonable degree of care. PC Help Centre Limited may be required to disclose Customer’s confidential information to such authority as required by law, if PC Help Centre Limited has a reasonable belief that a crime has been committed, or if ordered by any court of competent jurisdiction or other body or authority with jurisdiction over PC Help Centre Limited.
15.1 Either party may terminate this Agreement if the other:
15.1.1 commits a material or persistent breach of these Conditions; &
15.1.2 fails to remedy such breach within 30 days of written notice being given to it by the other part requiring a remedy.
15.2 PC Help Centre Limited may terminate this Agreement with immediate written notice if Customer:
15.2.1 fails, without good reason, to pay on time; or
15.2.2 breaches or PC Help Centre Limited reasonably suspects Customer has breached export control laws.
15.3 Either party may terminate if the other becomes insolvent or bankrupt or is unable to pay debts as they fall due. This provision shall not relieve PC Help Centre Limited of an obligation to complete the delivery of any Product that has been ordered and fully paid for by a Customer prior to that Customer becoming insolvent or bankrupt.
15.4 The following clauses of these Conditions shall survive any termination or expiration of these Conditions & shall continue to bind the parties & their permitted successors & assigns: clauses 4.2, 4.3, 4.4, 6, 7, 8.9, 8.10, 11, 12, 13, 14, 15 & 17.
16. Law & Jurisdiction
16.1 This Agreement is to be interpreted in accordance with English Law but may be subject for Consumers to the jurisdiction of the English, Welsh, Northern Irish or Scottish courts at the claimant's choice. For Business Customers the English courts shall have exclusive jurisdiction.
16.2 If any part of these Conditions are found to be unenforceable by a court, the rest are unaffected. All notices must be in writing & sent to each party, at the address provided on the invoice.
17. Assignment & Subcontracting
17.1 PC Help Centre Limited may assign, subcontract or transfer its obligations or rights to a competent third party in whole or in part & provided that the assignment, subcontract or transfer occurs without negatively affecting:
17.1.1 the provision of the Products &/or Services &
17.1.2 rights or remedies of the Consumer under the Agreement.
17.2 PC Help Centre Limited requires Consumer to inform it in advance of any assignment, subcontract or transfer on the Consumer's part.
17.3 PC Help Centre Limited may assign, subcontract or transfer its obligations or rights to a competent third party in whole or in part. Business Users may do so only with PC Help Centre Limited's written consent.
18.1 Customer shall keep PC Help Centre Limited fully indemnified against any claims, costs, demands, awards, compensation or other liability of any nature arising out of the termination of the employment rights (by way of redundancy or otherwise) or deemed transfer of any employment rights of any employees of the Customer or otherwise resulting from the entering into or termination of any Order, Services or this Agreement (in whole or in part) for whatsoever reason.
STANDARD TERMS & CONDITIONS.
FORM CS491 (4/2015)