Standard Terms of Business for New, Potential and Existing Clients

Standard Terms of Business for Outbound Solutions & Computing Ltd (Company Reg No. 04886977) t/a The Outbound Group. Relating to all potential and active business at post and pre-sale. These conditions are reviewed annually and run in addition to the terms above.

1. Definitions and Interpretation

In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

While any Contracts entered by the Supplier and Client will be treated individually these Contracts shall incorporate and be subject to these Terms of Business; any other terms which the Client shall seek to incorporate into the Contract are hereby expressly excluded. It is important that the client reads these terms of business carefully. The Supplier will assume that the client has read and understood these terms and would ask that they contact us should they have any queries prior to placing business.

1. Any documentation sent to the client for sales and marketing, including prices doesn’t constitute a contractual offer. This includes any correspondence on the website. These would be classed as example costs and services for illustrative purposes only.

2. No instruction from the Client placed with the Supplier (whether in response to a quotation or not) shall be binding on the Supplier unless and until it is accepted by the Supplier in writing. Unless otherwise agreed in writing the Supplier is not obliged to accept cancellation of accepted instructions and may require payment of a cancellation charge before accepting any cancellation.
3. All the terms of the Contract shall be those contained expressly or by reference in the Supplier’s letter of agreement together with these Terms of Business. The Contract, if applicable, may only be amended with the prior written agreement of both the Supplier and the Client. Any representations or warranty whether written or oral made prior to the date of the Contract are expressly excluded.

4. The Price for the Services and/or the Products shall be as set out in the Supplier’s letter of agreement, Statement of works or invoice.

5. The Client agrees that the Supplier has the right at any time before delivery of the Services and/or Products to withdraw any discount and/or to revise any Price quoted if, after the Supplier acceptance of any order, there is an increase or decrease in the cost to the Supplier of supplying the Services or Products whether by reason of exchange rate fluctuations, third party changes or otherwise. Any such withdrawal or revision will constitute a counteroffer and shall not be binding on the Client unless and until it is accepted by the Client in writing.

6. Prices quoted for Product, Proposals, Contracts and/or Services are excluding VAT and any other taxes

7. Supplier Invoices are payable in Pounds Sterling.

8. In the event of cancellation by the Client of pre-booked weekend work for which less than 5 usual working days’ notice has been given or pre-booked weekday work for which less than 2 usual working days’ notice has been given the Supplier will be entitled to charge in full for the work pre-booked.

9. The Supplier shall:
a. Supply the Products to attain the requirements of the specification set out or described in the relevant proposal, letter of agreement or statement of works, as a minimum; and
b. supply the Products in accordance with (i) all applicable laws including any applicable product safety, customer, consumer protection and environmental laws, (ii) good industry practice, and (iii) all reasonable instructions and directions given by Client.

10. Upon receipt of any goods the client will have a reasonable time of up to 14 days to inspect their goods. If any products are found to be DOA (dead on arrival) the client has the responsibility of advising the supplier within this time frame so a replacement can be obtained. Any latent defects found in any products will come under the items warranty and will only be relevant within that time frame. Once the warranty has expired the responsibility of any repair or replacement will become responsibility of the client. It is important to note that all warranty decisions are made by the manufacturer of the item and if no fault is found the supplier reserves the right to charge the client for any costs incurred for the investigation.

11. If any Products due to a genuine error has been supplied which do not meet the requirements of the relevant proposal, letter of agreement or statement of works, whether at the time of Delivery or subsequently (and regardless of whether the Products have been accepted), the Supplier will organise a replacement within 14 days of Client’s request. This timescale is dependent on supplies of the product.

12. The client has the right to reject delivery if a product is damaged on arrival. The client must inform the supplier of the damage and supply evidence i.e. photographs. They may return the goods to the supplier when the evidence has been provided and a collection has been agreed. Alternative products will only be supplied on receipt of the returned goods. The client has the right to decline further purchases because of damaged goods.

13. The Supplier Prices for Services shall, unless the contrary is agreed in writing, be calculated based on its hourly rates. Such hourly rates relate to a standard working day (Monday – Friday) from the hours of 9.00am to 5.00pm. Any work required outside this will incur additional charges which will be agreed in advance of the Contract or in advance of the work being carried out as the case may be,

14. If the Client purchases from the Supplier Support Contract Units such units must be used by the Client within 12 months of the date of purchase failing which they will expire and will not thereafter entitle the Client to further Services or Products.

15. The Supplier will use its reasonable endeavours to comply with any date or dates for delivery of Services and/or Products but unless the Contract expressly otherwise provides, time shall not be of the essence of the Contract and such date or dates shall constitute only statements of expectation and shall not be binding. If notwithstanding that the Supplier has used reasonable endeavours it fails to deliver the Services and/or Products by such date or dates, such failure shall not constitute a breach of the Contract and the Client shall not be entitled to treat the Contract as thereby repudiated or to rescind it or any related Contract in whole or in part or to claim compensation for such failure.

16. The Supplier shall retain control over the manner and means in which it shall perform Services including which staff and resources are allocated and in all respects its relationship with the Client is that of an independent contractor serving as a consultant and not that of employer and employee nor a partnership.

17. Services will be performed by the Supplier, its findings obtained, and its recommendations prepared in accordance with generally and currently accepted information technology consulting practices. Products will be sold with the benefit of the warranties offered by the relevant manufacturer details of which are available for any specific Product on request. These warranties are in lieu of all other warranties either express or implied

18. Any Services performed by the Supplier with be with reasonable care and skill, consistent with best practice and standards within the industry.

19. The Supplier will make every effort to complete Services on time however, they will not be held responsible for delays outside their control.

20. The Supplier shall be entitled to interest on any part of the Price not paid by its due date from the due date until payment at the rate of 5 per cent per annum above Santander Bank Base Rate prevailing from time to time during such period as well before as after judgement.

21. Clients with no trading history with the Supplier will be subject to a trade credit reference check. On large amounts the agreed Credit limit will be notified to the Client along with the Supplier’s initial trading policy.

22. The Client shall pay in full the invoiced amount of the Contract within the time frame listed below:
a. New Client with no credit history – Proforma will be issued rather than invoice– payment before goods/services ordered/work carried out.
b. New client with a recorded credit history -14days of the invoice date for all Services and in advance on date of order for all Products unless alternative terms of payment have been confirmed in writing by the Supplier.
c. Once Clients have a minimum of 3months good trading history – The supplier can issue terms of 30day of the invoice date for all Services and in advance on date of order for all Products unless alternative terms of payment have been confirmed in writing by the Supplier. The Suppler reserves the right to change these terms at any time based on payment and trading history.

23. If the Client exceeds their trade credit limit in accordance with section 22 the Supplier reserves the right to issue a proforma invoice in advance to cover the uninsured amount.

24. The Client hereby undertakes to pay to the Supplier (based on full indemnity) all reasonable costs, charges and expenses incurred by the Supplier in collecting or attempting to collect any indebtedness of the Client to the Supplier.

25. The Supplier hereby undertakes that it will not disclose to any person, firm or corporation, any confidential information regarding the Client, its business, directors, officers or employees save as agreed in writing with the Client or as required by law. The provisions of this clause shall survive termination or expiry of the Contract.

26. If the Client is insolvent or shall fail to pay any amount owing to the Supplier upon its due date the Client will be deemed to have repudiated all Contracts and all sums owing to the Supplier on any account shall become due and payable forthwith without any requirement for any notice to be given

27. The Client shall not be entitled to withhold payment of any amount due and payable to the Supplier under any Contract as a result of any dispute or claim by the Client in respect of faulty Services and/or Products or any other alleged breach of any other Contract nor shall the Client be entitled to any set-off or deduction whatsoever against any amount payable under any other Contract, or against any monies which are not then due and payable forthwith by the Supplier or in respect of which the Supplier disputes liability.

28. If the Client is in breach of any obligations under this Agreement (including payment obligations) which has not been directly caused by the actions of the Supplier, and such breach is not remedied within 14 calendar days, then Supplier shall have the right to suspend immediately any related Services if deemed reasonably necessary by Supplier to protect the proper interests of Supplier or its other Customers.

29. The Supplier shall not be liable for any loss of use or loss of profit, interruption of business or any other indirect, special or consequential loss of any type arising or alleged to have arisen out of any act or default of the Supplier in respect of its obligations under any Contract or these Terms of Business.

30. The Supplier aggregate liability to the Client hereunder or otherwise arising whether from negligence, breach of Contract, misrepresentation or otherwise shall in no circumstances exceed 80% of the cost of the defective or undelivered Services or Products which give rise to such liability as determined by the Price invoiced to the Client.

31. The Supplier shall not be liable in respect of any loss or damage caused by or arising out of any circumstances outside the Supplier reasonable control (including, without limitation, imposition of government regulations or orders, war, civil disorder, fire, flood, drought, tempest, theft, industrial dispute, delay by our suppliers, carriers or other sub-contractors or inability to obtain materials, labour or services from usual sources) howsoever caused or arising.

32. The Supplier hereby agrees if requested in writing by the Client to return to the Client upon completion of the Contract or Service or Product any confidential documents taken from the Client to facilitate the provision of Services.

33. All Contracts between the Supplier and the Client shall be governed by and interpreted in accordance with laws of England and Wales.

34. The Client shall assign a Project Co-Ordinator for any business entered with the Supplier. That person will be deemed to have suitable authority to act on behalf of and to bind the Client and be the primary point of contact for the Supplier.

35. Ownership of Products shall not pass to the Client until all payments are made in full, but the Client shall be under a duty to maintain the Products in full repair and condition.

36. Details on how confidential data is processed can be found on the website under Privacy notice www.outbound.group . The Data Protection Legislation means all applicable legislation in force from time to time in the United Kingdom applicable to data protection and privacy including, but not limited to, the UK GDPR (the retained EU law version of the General Data Protection Regulation ((EU) 2016/679), as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018); the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 as amended

37. The invalidity of any individual provision of any Contract shall not affect the validity of the remaining provisions.

38. Any notices served pursuant to any Contract shall be in writing and either hand delivered or sent by normal post to the usual business address of the other party.

39. Any complaints or compliance issues should be sent to info@outbound.group

Any further information on the above terms should be directed by email to legal@outbound.group