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POINDUS SYSTEMS UK LIMITED
TERMS & CONDITIONS FOR CUSTOMERS

The following terms and conditions (“Terms”) apply to all transactions with Poindus Systems UK Limited and shall apply to the exclusion of all other terms and conditions, irrespective of the date of any alternative terms and conditions which may be sent to Poindus Systems UK. These Terms shall become binding on the Customer on the earlier of: (i) An Order is accepted by Poindus Systems UK; (ii) The Customer signing or agreeing in writing to an Order; (iii) the Customer agreeing these Terms in writing (which may include email or acceptance through other agreed media); (iv) the Customer paying any amount towards any item specified in the Customer Schedule; (v) Poindus Systems UK delivering or installing (where applicable) any Product or Service; or (vi) the Customer using or accessing any Product or Service.

1.1    In these Terms, the following expressions shall have the meanings prescribed：

• “Poindus Systems UK” Poindus Systems UK Limited, (Registration No. 09805096 / VAT No:  GB 224705525) trading at:
  • Poindus Systems UK Ltd, 3 Devonshire Business Park, Basingstoke, Hampshire, RG21 6XN, UK,
  • 42 – 46 Station Road, Edgware, HA8 7AB, United Kingdom
• “Confidential Information” All information, technical data or know-how (whether written, oral or by another means and whether directly or indirectly) relating to the disclosing party (“Disclosing Party”) whether created before or after the Date of this Agreement including, but not limited to, research, products, services, customers markets, software, developments, inventions, processes, designs, drawings, engineering, marketing or finances, which is reasonably deemed to be confidential or proprietary. Confidential Information includes the information of a Third Party that is in the possession of one of the parties hereto and is disclosed to the other party hereto in confidence. Confidential Information does not include information, technical data or know- how which: (i) is in the possession of the receiving party (“Receiving Party”) at the time of disclosure, as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; or (ii) prior to or after the time the disclosure becomes part of the public knowledge or literature, not as a result of any inaction or action of the Receiving Party, or (iii) is expressly approved in writing for release by the Disclosing Party; or (iv) is independently developed by the Receiving Party without the use of any Confidential Information of the other party.
• “Consequential Loss” Without limitation, pure economic loss, loss of profit, loss of revenue, loss of data, loss of business and/or depletion of goodwill or anticipated savings, legal costs and any other indirect, consequential, special or punitive loss.
• “Consultancy Services” Specialist IT advisory and reporting work which Poindus Systems UK may undertake for the Customer from time to time as set out in an Order.
• “Customer” The person, company or other body purchasing the Hardware, Software and/or Services from Poindus Systems UK pursuant to an Order.
• “Customer Schedule” The document setting out the agreed charges and fees for Products and/or Services and all other information relevant to the Order, which may take the form of Customer Schedule, Quotation, Order or Services Proposal. “Hardware” The IT and communications hardware including, without limitation, computers, terminals, printers, screens, scanners to be supplied to the Customer by Poindus Systems UK, as set out an Order.
• “Intellectual Property” Rights of any nature whatsoever, whether registered or unregistered including, without limitation, any patent, right in a design, copyright, trade mark, utility model, services mark, database right and other intellectual property right whether or not capable of registration as may exist anywhere in the world or in the future.
• “Maintenance” The support and maintenance service(s) to be provided to the Customer by Poindus Systems UK as set out in the Order.
• “Order” A written or oral tender, offer, quotation, agreement, delivery relating to the supply of Products or the delivery of Services by or on behalf of Poindus Systems UK.
• “Products” Any Hardware or Software or other goods supplied by Poindus Systems UK to the Customer as set out in the Order.
• “Quotation” The written statement provided by Poindus Systems UK to the Customer summarising the specific details of the Products, services and/or Software to be supplied together with their price(s).
• “Services” The services to be supplied by Poindus Systems UK to the Customer pursuant to an Order, which may include without limitation, delivery, installation, implementation, maintenance and consultancy services.
• “Services Proposal” The written statement provided by Poindus Systems UK to the Customer summarising any specific terms of, or scope and price of Services to be provided.
• “Software” The pre-packaged software, electronic licence or digital content supplied to the Customer by Poindus Systems UK pursuant to an Order.
• “Third Party” Any person company or other body not being Poindus Systems UK or the Customer.
• “Working Day” Monday to Friday excluding public holidays in England and Wales or Poindus Systems UK seasonal closures.
• “Working Hours” The hours of 9.00 am. until 5.30 p.m. Mondays to Thursday and 9.00 a.m. until 4.30 p.m. Fridays.

2.1

• These Terms shall apply to but shall not become a binding contract until the Order is accepted by Poindus Systems UK.

2.2

• Until an Order has been accepted by an authorised representative of Poindus Systems UK, all prices are subject to change without prior notice.

2.3

• No Order which has been accepted by Poindus Systems UK may be cancelled by the Customer unless written agreement is obtained from an authorised representative of Poindus Systems UK, however the Customer shall remain liable for and shall indemnify Poindus Systems UK in full for any costs, damages, losses, charges and expenses incurred by Poindus Systems UK resulting from any cancellation of an Order.

2.4

• Poindus Systems UK may make any changes to the specifications of Products to conform with any applicable health and safety or legal requirement, or which do not materially affect their quality or performance.

2.5

• Poindus Systems UK’s policy is to supply Products and Services only to business customers (i.e. those who are not private consumers). In accepting these Terms, the Customer warrants that it is not purchasing the Products or Services as a private consumer.

2.6

• All descriptions, specifications, photographs, weights, dimensions, capacities, prices, performance ratings and other information quoted (whether online or in hard copy format) in Poindus Systems UK’s portfolio or included in any sales literature, quotation, price list, acknowledgement of order, invoice or other document are deemed approximate only (except where stated in writing to be exact) and shall not form part of the contract or Order or Services Proposal other than as approximations.

2.7

• Any typographical, clerical or other error or omission in any sales literature, portfolio, quotation, price list, acknowledgement of order, invoice or other document (whether hard or electronic copy) or information issued by Poindus Systems UK shall be subject to correction by Poindus Systems UK without liability.

3.1

• Poindus Systems UK shall use its reasonable endeavours to deliver the Products to the premises stated in the Order and to supply the Services by any delivery date estimated by Poindus Systems UK and for the avoidance of doubt the Customer acknowledges that such delivery date is not guaranteed or of the essence of the Contract and Poindus Systems UK shall in no circumstances be liable to the Customer for any losses, damages or charges (including but not limited to Consequential Losses) incurred by the Customer due to the late delivery of the Products or Services.

3.2

• The Customer agrees that it will inspect the Products immediately upon the earlier of delivery or collection and in all cases shall inform Poindus Systems UK within 24 hours of delivery of any damage, shortages, defects or non-delivery of the Products and any failure to do so shall be deemed to constitute acceptance by the Customer of the Products.

3.3 If the Customer fails to take delivery of the Products or fails to give Poindus Systems UK adequate delivery instructions at the time stated for delivery (save for circumstances beyond the Customer’s reasonable control or by reason of Poindus Systems UK’s fault) then without prejudice to any other rights or remedies available to it Poindus Systems UK may at its sole discretion;

• 3.3.1 store the Products until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage; or
• 3.3.2 sell the Products at the best price readily available and charge the Customer any shortfall below the price obtained under the Order.

4.1 Risk of damage to, or loss of, Products shall pass to the Customer at the earlier of：

• 4.1.1. the time when the Customer collects the Products from Poindus Systems UK’s premises; or
• 4.1.2 the time at which Products are delivered to the Customer; or
• 4.1.3 the time when Poindus Systems UK has attempted to deliver the Products to the Customer and any inability to complete such delivery is due to an inaction or action on the Customer.

4.2

• Notwithstanding delivery of the Products, title in the Products shall not pass to the Customer until Poindus Systems UK has received cleared and full payment for the price of the Products and all other Products and Services (if applicable) supplied to the Customer for which payment is then due.

4.3

• Until such time as title in the Products pass to the Customer the Customer shall keep the Products separate from the Customer’s other goods and those of any other third parties and properly stored, protected and insured and identified as the Company’s property.

4.4

• Until such time as title in the Products pass to the Customer, Poindus Systems UK shall be entitled at any time to require the Customer to deliver up the Products to Poindus Systems UK and if the Customer fails to do so immediately the Customer shall allow (or procure permission for) Poindus Systems UK or its agents or representatives to enter upon the Customer’s premises or any premises of any Third Party where the Products are stored and repossess the goods.

5.1

• The price payable by the Customer for the supply of Product(s) and/or Services shall be that which is set out and agreed between the Customer and Poindus Systems UK each time Poindus Systems UK accepts an Order placed by the Customer and specified in the Customer Schedule, Quotation or Services Proposal (unless varied by the Order and Poindus Systems UK’s acceptance).

5.2

• Any increase in price for the Services shall be applied no more often than once per year after the first anniversary of the Effective Date and shall not exceed the increase in the UK RPI or CPI (whichever is lower) calculated over the preceding 12 months. Poindus Systems UK shall notify the Customer in writing at least 90 days in advance of any increase in the price for the Services.

5.3

• Unless otherwise agreed between the parties, invoices will be raised and dated by Poindus Systems UK on the date of despatch of the Products or on commencement of the Services.

5.4

• The Customer shall pay each invoice in full (subject to a bona fide dispute) together with ay VAT at the appropriate rate and other expenses, to Poindus Systems UK within 30 (THIRTY) days of the date of a valid invoice (“due date”). The time of payment shall be of essence. These terms may only be changed when specifically agreed in writing by an authorised representative of Poindus Systems UK.

5.5

• If the Customer fails to pay any sums due by the due date or does not comply with an obligation imposed upon the Customer then, without prejudice to any other right or remedy available to Poindus Systems UK, Poindus Systems UK shall be entitled to withhold the supply of any Products and/or Services to be provided to the Customer by or on behalf of Poindus Systems UK until such payment is made.

5.6

• Poindus Systems UK reserves the right to charge interest to the Customer on any sums, fees or other charges which are not paid on the due date and that interest may be charged from the date such payment falls due at the rate of 4 (four) percent.

5.7

• Poindus Systems UK or its agent shall deliver the Products to any premises (whether in the United Kingdom or in any country) notified to Poindus Systems UK by the Customer and for the avoidance of doubt the Customer shall be liable for any costs incurred by Poindus Systems UK in relation to carriage, postage and packing and any other applicable taxes and duties.

5.8

• The Customer shall not be entitled to make a set-off or counter-claim or claim a lien in respect of any amounts owed by Poindus Systems UK and shall pay all amounts due without making a deduction of any kind.

6.1

• Poindus Systems UK normally allows Customers to return unopened Products, however all returns are at Poindus Systems UK’s sole and absolute discretion.

6.2

• Under no circumstances will Poindus Systems UK accept returns of opened Products unless those Products are faulty.

6.3

• In circumstances where return of Product(s) is permitted and refund has been agreed by Poindus Systems UK then Poindus Systems UK will issue a credit note on a Customer’s account so that the invoice for the relevant product is deemed cancelled. In the event a Customer has paid for goods in full, a refund will be granted.

6.4

• The refund of replacement of faulty or defective Products is subject strictly to individual manufacturer’s “Dead on Arrival” (“DOA”) policies.

6.5

• Individual manufacturer’s DOA policies may be obtained by the Customer by contacting Poindus Systems UK Technical Support Department.

6.6

• Where Poindus Systems UK is the authorised intermediary, the Customer must notify Poindus Systems UK of a defect in the Products within the time limit provided for in the applicable manufacturer’s DOA policy

6.7

• The Customer will be required to obtain a Returns reference number by contacting Poindus Systems UK. This reference number must be used on all correspondence and Poindus Systems UK will not accept delivery of any Product where a Returns reference number has not been issued. The Customer will be liable for any costs incurred by Poindus Systems UK in relation to carriage, postage and packing and any other applicable charges.

6.8

• In the case where it is established that Products are faulty or defective Poindus Systems UK’s Technical Support Department will arrange with the Customer to have the Products returned at the customer’s cost. In some instances, the manufacturer’s warranties require the Customer to contact the repair agent directly. If this is the case, the Customer will be so informed by Poindus Systems UK Technical Support Department.

6.9

• All parts and labour charges will be waived but the Customer is responsible for ensuring that the Products are returned to Poindus Systems UK in their original and undamaged packaging together with and without limitation associated disks, manuals and cables and accessories.

6.10

• The Customer will be liable for costs associated with and without limitation damage to goods incorrectly packaged for transit and missing or incomplete goods.

6.11 The Products will be tested on receipt：

• 6.11.1 If no fault is found the Products shall be returned to the Customer at the Customer’s cost. The Customer will also be charged the standard No Fault Found fee.
• 6.11.2 If a fault is found and an applicable manufacturer’s DOA period is exceeded, then the Product(s) will be repaired and/or replaced under the terms of the manufacturer’s warranty.

7.1 Nothing in these Terms shall limit Poindus Systems UK’s liability to the Customer for liabilities which cannot be limited or excluded as a matter of law including：

• 7.1.1 death or personal injury resulting from the negligence of Poindus Systems UK, its employees, agents or sub-contractors; and
• 7.1.2 fraud or fraudulent misrepresentation.

7.2

• Poindus Systems UK shall not in any circumstance be liable for Consequential Losses, even if a party has been advised of the possibility of such losses.

7.3

• The total liability which Poindus Systems UK shall owe to the Customer in respect of all claims under all Orders shall not exceed the purchase price paid by the Customer in respect of the Products to which the claim(s) relates or, in respect of any Services, the sum of £25,000

7.4

• No actions regardless of form arising out of these Terms may be brought by the Customer more than two years after the Customer becomes aware or should reasonably have become aware of the facts constituting the cause of the action.

7.5

• The Customer shall indemnify and keep Poindus Systems UK indemnified in respect of any losses, costs, damages, claims and/or expenses incurred by Poindus Systems UK due to any claims by any Third Party arising out of any use, access to or modification of the Customer’s computer systems/terminals/servers/back office by Poindus Systems UK on the Customer’s instructions and/or use of any materials supplied to Poindus Systems UK by the Customer. This indemnity shall survive termination or expiry of an Order to which it relates.

8.1

• Neither party shall be liable to the other party in any manner whatsoever for any failure or any delay or for the consequences of any delay in performing its obligations under these Terms (save in respect of any obligation to pay money) due to any cause beyond the reasonable control of the party in question which for the avoidance of doubt and without prejudice to the generality of the foregoing shall include governmental actions, war, riots, civil commotion, fire, flood, epidemic, labour disputes including labour disputes involving the work force or any party thereof of the party in question, restraints or delays affecting shopping or carriers, inability or delay in obtaining supplies of adequate or suitable materials, currency restrictions and acts of God.

9.1 Poindus Systems UK shall be entitled to terminate any Order and suspend all or any work on current or future deliveries and instalments of Products or the provision of any Services and on written notice to the Customer shall be entitled to cancel the undelivered or unperformed portion of the Order between Poindus Systems UK and the Customer and deem that the whole of the price payable under the Order or any other agreement shall be payable immediately in the event of：

• 9.1.1 any distress, execution or other legal process being levied upon any of the Customer’s assets;
• 9.1.2 the Customer entering into any arrangement or composition with its creditors, committing any act of bankruptcy or (being a corporation) an order being made or an effective resolution being passed for its winding up, except for the purposes of amalgamation or reconstruction as a solvent company, or a receiver, manager receiver, administrative receiver or administrator being appointed in respect of the whole or any part of its undertakings or assets;
• 9.1.3 the Customer ceasing or threatening to cease to carry on business;
• 9.1.4 any breach of these Terms by the Customer which it fails to remedy as required by Poindus Systems UK;
• 9.1.5 non-payment by the Customer of any amount due from it to Poindus Systems UK, or other material breach of these Terms;or
• 9.1.6 Poindus Systems UK reasonably comprehending that any of the events mentioned above is about to occur.

9.2

• In the event of such termination Poindus Systems UK shall, for the avoidance of doubt, be entitled to recover as damages from the Customer all reasonable costs which Poindus Systems UK may sustain due to such termination.

9.3

• In the event of such termination, should the Customer have failed to make payment in full for Software, Streaming Service or any associated provision, then the Customer shall immediately cease use of all Software. Streaming Service or any associated provision (and any updates of same) and at its own expense, remove from all computers and associated technologies under its control all copies of the Software. Streaming Services or associated provision and certify in writing to Poindus Systems UK that such removal/destruction has taken place.

9.4

• For a period of six months following termination of the Order, the Customer shall on not less than two days’ notice permit authorised representatives of Poindus Systems UK to enter its premises during normal business hours for the purposes of confirming that the Customer has complied with it post termination obligations.

9.5

• The exercise of the rights conferred by this Clause 9 shall be without prejudice to any other right enjoyed by Poindus Systems UK pursuant to these Terms or by law.

10.1

• If a provision in these Terms is held by any competent authority to be invalid or wholly or partly unenforceable such invalidity or unenforceability shall not in any way affect the remainder of these Terms.

11.1

• The Customer will not be entitled to assign the benefit or delegate the burden of the Order without the prior written consent of Poindus Systems UK which it may in its absolute discretion refuse.

11.2

• Poindus Systems UK will be entitled to assign the benefit or delegate the burden of the Order.

12.1

• Poindus Systems UK shall be free to sub-contract any or all of its rights and obligations under these Terms as it sees fit. The Customer will not be entitled to sub-contract all or any part of its obligations under these Terms without prior written consent of Poindus Systems UK. Poindus Systems UK will not withhold such consent unreasonably.

13.1 Each party agrees with the other in respect of all information of a confidential nature disclosed in the course of the supply of Products and/or Services or information as to the operation of the business of Poindus Systems UK and information relating to the Products and/or Services and for Poindus Systems UK, any information about the Customer’s business (“Confidential Information”)：

• 13.1.1 to keep the Confidential Information in strict confidence and secrecy;
• 13.1.2 not to use the Confidential Information save for complying with its obligations under these Terms;
• 13.1.3 not to disclose the Confidential Information to a Third Party; and
• 13.1.4 to restrict the disclosure of the relevant and necessary parts of the Confidential Information to such of its employees and others who of necessity need it in the performance of their duties as envisaged by the Order and in those circumstances to ensure that those employees and others are aware of the confidential nature of the Confidential Information.; provided however that where a part of the Confidential Information is already or becomes commonly known in the trade (except through a breach of the obligations imposed under these Terms and where Poindus Systems UK has confirmed such information as no longer confidential) then the foregoing obligations of confidentiality in respect of such part shall not apply or shall cease to apply (as the case may be).

13.2

• This obligation of Confidentiality shall survive the termination of any Order.

13.3

• Both Poindus Systems UK and the Customer must adhere to the Data Protection Act currently in force regarding the processing of information relating to individuals, including the obtaining, holding, use or disclosure of such information.

14.1

• The Customer will not solicit, induce to terminate employment, or otherwise entice away whether directly or indirectly through another firm or company, any employee of Poindus Systems UK professionally or otherwise directly associated with Poindus Systems UK during the term of the Order or for a period 12 months thereafter.

14.2

• For the avoidance of doubt, there is no restriction on the Customer employing any person who is employed or acting for Poindus Systems UK where that person responds to a bona fide public advertisement for employment.

15.1

• No amendment of these Terms shall be binding unless executed in writing and signed by an authorised representative of Poindus Systems UK and by an authorised representative of the Customer.

15.2

• The failure of Poindus Systems UK at any time to enforce a provision of these Terms shall not be deemed a waiver of such provision or any other provision of these Terms or of Poindus Systems UK’s right thereafter to enforce any such provision(s).

16.1

• Any demand, notice or other communication shall be in writing and may be served by hand or prepaid first-class post.

17.1

• No Third Party may enforce any provision of these Terms by virtue of the Contracts (Rights of Third Parties) Act 1999.

18.1

• These Terms (and any licence proffered by or on behalf of the owner of the Products and/or Software) supersede all previous written or other documents or agreements (written or oral) relating to the subject matter of these Terms.

19.1

• The formation, construction, performance validity and all aspects whatsoever of these Terms shall be governed by English Law and the parties hereby submit to the exclusive jurisdiction of the English courts.