Terms and Conditions of Sale

1. PRELIMINARY

Blue Cube Security Ltd. (BCS) contracts are subject to the terms and conditions set out below. No additions or modifications thereof shall form part of the contract unless accepted by BCS in writing. These terms and conditions shall override and take the place of other terms and conditions in any document or other communication of/with The Customer used in concluding any contract with BCS.

In these conditions the equipment means any equipment, machinery, parts, spares, software, services, and any other goods supplied by BCS.

Blue Cube Security Ltd - company number 07118478, VAT number GB 986 3811 75 has its registered office and trading address at Ratana House, Saint Hill Road, East Grinstead, West Sussex RH19 4JU.

Please visit here for contact information and directions to our offices.

2. TIME

(a) Any period or times stated for delivery or for compliance with any other contractual obligations of BCS are estimates only and as such BCS accepts no responsibility for loss or damage resulting from delay or failure to notify The Customer of any such delay.

(b) Changes in specification or additional work or revised instructions relating to any aspect of the contract will entitle BCS to vary any estimates of price and/or time for completion of the contract.

3. PRICES

Unless otherwise specified in a written offer to The Customer the prices offered to The Customer are for delivery at BCS's offices and as such BCS has the right to increase any price to take account of delivery charges, insurance costs, special handling charges (if any) and/or packaging charges (if any). BCS may also add to the costs quoted agreed changes in the Specifications or changes in any taxes, duties or levies charged on or in relation to the equipment or goods, materials or services used on or in relation to this contract and/or any extra costs or expense incurred by BCS as a result of site conditions, delays, interruptions, lack of information, changes in exchange rates and/or without limitation any other factors beyond BCS's control.

4. DESPATCH AND DELIVERY

(a) Unless otherwise agreed in writing delivery of the equipment will be ex-works.

(b) Where despatch is delayed through The Customer's unwillingness or inability to arrange carriage or to make any payment due prior to despatch BCS may affect delivery of the equipment by giving written notice that it is ready for despatch.

(c) If the equipment is stored by BCS at The Customer's request or after notice has been given that the equipment is ready for despatch The Customer shall reimburse BCS for all costs and expenses of storage (including any necessary transit costs and insurance).

5. SHIPMENT

(a) The Customer shall be responsible for inspecting the equipment on arrival and shall notify BCS immediately if there is any damage, discrepancy, or shortage or within 7 days after receipt of notice of despatch in the event of non-arrival.

(b) The Customer specifically authorises BCS to make any such contract of carriage and/or insurance on behalf of The Customer as BCS considers necessary and BCS will be under no obligation to notify The Customer thereof so as to enable The Customer to insure the equipment during transit (if any). The Customer shall be responsible for complying with all conditions and requirements of the carriers.

6. RETENTION OF TITLE

(a) BCS and The Customer expressly agree that until BCS has been paid in full for the equipment comprised in this or any other sales contract between them and that all outstanding amounts due to BCS from The Customer or any associated or subsidiary or holding company of The Customer or from any director or shareholder of The Customer or any other such company: -

(i) the equipment shall remain the property of BCS and The Customer, as bailees of them for BCS will store the same for BCS in a proper manner without charge and in such a way that the equipment is clearly identified as being the property of BCS, notwithstanding that the risk therein shall pass to The Customer as provided herein.

(ii) at any time BCS may recover from The Customer the equipment remaining in The Customer's possession, and for the purpose thereof may enter upon any premises of or occupied by The Customer or any third party (with the consent of that third party).

(iii) The Customer has the right to dispose of the equipment in the course of its business for the account of BCS and to pass good title to the equipment to their customers being bona fide purchasers for value without notice of BCS's rights.

(iv) in the event of such disposition The Customer, and its Director(s) (if a Limited Company) have the fiduciary duty to account to BCS for the proceeds thereof but may retain therefrom an excess of such proceeds over the amount outstanding to BCS under this or any other sales contract between them and for all outstanding amounts due to BCS from The Customer or any associated or subsidiary or holding company of The Customer or from any director or shareholder of The Customer of any other such company.

(b) The risk in the equipment shall pass to The Customer on despatch; thereafter The Customer shall be responsible for the satisfactory care and protection of the equipment.

7. PAYMENT

(a) Invoices will be sent via electronic delivery methods; they will be addressed to The Customer’s accounts department or other agreed email address as notified by The Customer.

(b) Invoices will be deemed to have been delivered on the day following their electronic delivery to the customer.

(c) Invoices will be deemed undisputed if no concern is brought to the attention of BCS within 7 days of delivery to The Customer.

(d) Unless otherwise agreed in writing, in advance the price (including VAT where applicable) for products and services provided by BCS will be subject to the following payment terms.

(i) for hardware and software products invoices must be paid within 14 days of the deemed date of presentation of an undisputed invoice. Dependent on manufacturers and manufacturers delivery times deposit invoices may be required and, in some cases, full payment may be required before delivery.

(ii) for professional services to customers who do not have pre purchase agreements (points) invoices will be submitted in advance of the professional services engagement and must be paid in full 2 working days prior to the commencement of the engagement.

(iii) for remote service and support contracts invoices will be sent on the first day of the service agreement and will be due for payment in full 14 days after deemed presentation.

(iv) for onsite service and support contract invoices will be sent 14 days prior to the first day of the service agreement and will be due for payment in full 2 working days prior to the commencement of support.

(e) In no case shall any dispute concerning any item or separate part of the equipment or work or any further contractual obligation of BCS to The Customer affect The Customer's obligation in respect of payments for other parts if any part or instalment of the price is not paid when due, or work on the equipment is held up for any reason attributable to The Customer, or The Customer incurs bankruptcy, insolvency, liquidation or the appointment of a Receiver, the full price of the equipment less any sums already paid in respect of the equipment and/or work done by BCS shall immediately become due and payable by The Customer and BCS may at its option cancel the contract or cancel or suspend dispatch.

(f) Without prejudice to any other right of BCS all overdue payments shall carry interest at the rate of four per cent above the then current Bank of England base lending rate per annum on the amount or amounts for the time being outstanding.

(g) In the event that The Customer does not take delivery of the whole quantity of the goods which are the subject of any contract to which these conditions apply on the date or within the time laid down by such contract then, without prejudice to any other remedy available to BCS, any discount or other allowance in respect of quantities of goods ordered which is or would be otherwise allowed to The Customer shall be recalculated to the level of goods or services actually accepted by The Customer.

8. WARRANTIES

(a) Equipment supplied by BCS is supplied with the benefit of any warranties provided by the manufacturer /producer of the equipment.

(b) If such a defect arises within the warranty period in respect of the equipment or one or more of its component parts BCS will at its option and subject to the manufacturers guidance, either repair or replace the defective equipment or component provided that: -

(i) BCS is notified of the defect within 14 days of the time The Customer becomes, or ought reasonably to have become aware of the defect, and in any event within the warranty period; and (where BCS elects to investigate the defect at its repair facility, as opposed to an on-site investigation),

(ii) The Customer obtains appropriate authorisation from BCS for the return of the relevant equipment, which BCS will issue if its technical support department has been unable to correct the defect remotely within 7 days of BCS receiving notification of a fault.

(iii) the risks and any cost of de-installation and transportation of the defective equipment to BCS’s repair facility shall be borne by The Customer, and any cost of return transportation and re-installation shall be borne by BCS. If BCS reasonably determines that the equipment is not defective The Customer shall reimburse BCS for any costs of transportation or re-installation and Services time spent on investigation.

(c) Software supplied by BCS is either the equipment manufacturer/producer’s own software, or third-party developer software. BCS does not warrant any software, and the only warranties which attach to it are those given by the producer/manufacturer or developer of the software.

(d) Disputes in quality or dimensions of any one delivery shall not be a ground for cancellation of the outstanding part of the order, agreement, or contract.

(e) The warranty given by BCS above shall not apply if: -

(i) The repair or replacement of a part or parts is required because of accident, neglect, or misuse of the equipment by The Customer or interference with the equipment by persons other than BCS's engineers, or

(ii) There are used in the equipment supplies from sources which have not been authorised by BCS.

(f) BCS:

(i) shall grant, and shall obtain the grant of, an irrevocable royalty free non-exclusive perpetual licence to The Customer to use any Hardware and/or equipment provided to The Customer by BCS under this Agreement.

(ii) warrants the receipt, use and onward supply of the Services and the Hardware by The Customer shall not infringe the rights, including any intellectual property rights, of any third party; and

(ii) shall indemnify The Customer against all actions, claims, demands, costs, expenses (including reasonable out of house legal costs) awards and damages suffered or incurred or paid by The Customer arising out of or in connection with any claim brought against The Customer for actual or alleged infringement of a third party's intellectual property rights arising out of, or in connection with, the receipt, use or supply of the Services and the Hardware to The Customer by BCS.

9. PERFORMANCE DATA

Any performance figures quoted or referred to in any specification or other document used in concluding a contract are estimates only, based on the manufacturers published performance data and that usage is in a well-managed environment with experienced, adequate and efficient operators and efficient services, and proper use of satisfactory materials.

10. SPECIFICATION

BCS reserves the right on the sale of any equipment to make before delivery any alteration to or departure from the specification or design of the equipment details overleaf provided that it shall not to a material extent adversely affect the performance of the equipment or the quality of the workmanship or the materials used. All specifications, drawings and technical documents issued by BCS either before, during negotiations or after conclusion of the contract are issued solely for The Customer's use in connection with the equipment and shall not be copied reproduced or communicated to any third party without express consent in writing. In the event a BCS technical documents is used without BCS’s permission, BCS reserves the right to charge for the time spent on the preparation of the document at its published Services rates.

11. FORCE MAJEURE

Either party shall: -

(i) in any event not be liable for loss or damage, and

(ii) be entitled to cancel or rescind the contract,

if the performance of its obligations under the contract is in any way hindered or prevented by any cause whatsoever, beyond its control including but not limited to the delays or defaults of suppliers or the default of any sub-contractor, war, act of God, strike, lock-out, trade dispute, flood, accident to plant or machinery, shortage of materials or labour.

12. CANCELLATION

In the event that cancellation is agreed for whatever reason The Customer shall indemnify BCS against all costs, claims, loss, and expenses occasioned thereby including any consequential loss and loss of profits. Cancellation charges applicable are detailed in clause 17.3.

13. EXCLUSIONS AND LIMITATIONS

13.1 BCS shall not be liable to The Customer in connection with or arising out of the subject matter of these conditions, expect to the extent that the loss or damage results from misrepresentation, the negligence of, or breach of contract or other default by BCS, its agents or contractors, in which case such liability shall be subject to the exclusions and limitations expressed in these conditions.

13.2 Nothing stated in this Clause 13 shall be construed or be deemed as operating to exclude or restrict either party’s liability in damages or otherwise:

13.2.1 For death or personal injury to the extent that such liability results from the negligence of BCS or its employees, agents, or contractors.

13.2.2 For breach of the obligations arising from Consumer Rights Act 2015 (as amended from time to time); or

13.2.3 Under the Consumer Protection Act 1987, but to the extent only that BCS is prohibited by law from seeking to restrict or exclude its liability thereunder.

13.3 BCS’s liability for any loss or damage which shall include without limitation costs and expenses related to any claim, however caused, in connection with or arising out of the subject matter of these conditions, will: -

13.3.1 in the case of direct physical damage to any tangible property (other than the equipment) to the extent it results from the negligence of BCS, or of its employees, agents, or contractors, be limited in respect of any one claim or series of claims arising out of the same event or circumstances, to the sum insured, details of which can be provided if required.

13.3.2 in the case of any other claim or series of claims arising out of the same event or circumstances these shall be limited to the amount of the price payable by The Customer pursuant to the Contract governed by these conditions (excluding VAT thereon).

13.4 Notwithstanding Clause 13.3 above, BCS shall not be liable to The Customer or to any other person for: -

13.4.1 loss of use, operating time, contracts, business, profits, goodwill, revenue, anticipated savings or any other like economic loss, however caused.

13.4.2 any indirect or consequential loss or damage however caused.

13.4.3 any loss or damage to any intangible property (including but not limited to loss of programmes or data) or for any inconvenience caused to The Customer, however caused.

13.5 The term “however caused” shall mean arising by reason of breach of contract, misrepresentation, negligence or other tort, breach of statutory duty or other wrongful act, omission (whether deliberate or not) or otherwise, however fundamental the result.

13.6 Notwithstanding any other provisions herein, all exclusions and limitations of liability contained in these Conditions shall apply to all liabilities of BCS under or in connection with or in relation to the subject matter of these conditions and regardless of whether or not the loss or damage was foreseeable, and of whether The Customer notifies BCS of the possibility of any greater loss or damage, and shall apply only so far as is permitted by law.

13.7 The Customer’s total liability and that of its affiliates, officers, employees, agents, resellers, distributors, suppliers, or licensors, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited to one hundred and fifty per cent (150%) of the total fees paid or payable by The Customer under this Agreement.

13.8 No representation of fact, oral or written, including but not limited to statements regarding the capacity, suitability for use or performance of the equipment, whether made by BCS, its employees or otherwise, shall be deemed to be a warranty by BCS for any purpose, or give rise to any liability of BCS whatsoever, unless made by BCS in writing.

13.9 Save as set out in these conditions, all other express or implied terms, conditions, and warranties (whether statutory or otherwise) including without limitation, terms as to satisfactory quality and fitness for purpose are hereby excluded to the fullest extent permitted by law.

13.10 Where any valid claim in respect of any of the equipment which is based on any defect in the quality or condition of the equipment or its failure to meet specification is notified to BCS in accordance with these conditions, BCS shall be entitled to repair or replace the equipment (or the part in question) free of charge or at BCS’s sole discretion, refund The Customer the price of the equipment (or a proportionate part of the price) but BCS shall have no further liability to The Customer.

13.11 The Customer acknowledges that it has had the opportunity to negotiate different terms of these conditions.

14. DATA PROTECTION ACT

14.1 Personal Data (as defined in the Data Protection Act 2018, or any amendment or re-enactment thereof) in respect of persons representing The Customer which is obtained in the course of any discussion, negotiations or Contracts to which these Terms and Conditions relate, will be held on BCS’s computer systems, and may be used by BCS for the purposes of assessing the level of credit which should be extended to The Customer. The information may also be used for the future marketing of related products and services unless the subject of the Personal Data gives BCS notice in writing to the contrary.

14.2 Personal Data will be used only for the purposes stated, and information held will not be disclosed to any third party, save where permitted by law or to protect against fraud or after obtaining The Customer’s consent.

14.3 These uses of Personal Data are covered by BCS’s registration under the Data Protection Act, and a Customer may obtain copies of the Personal Data held by BCS upon payment of the prescribed fee.

15. CUSTOMER RESPONSIBILITES

The Customer shall, at its expense, prepare and maintain the site where the equipment will be used in accordance with the published specifications for operating environment, and perform such tasks set forth in an Order for the equipment. Where title to the equipment remains with BCS, The Customer will arrange such insurances and guarantees as are necessary to safeguard BCS’s property whilst it remains on The Customer site.

16. LAW

This contract shall be subject to and construed in accordance with the laws of England in any respects as an English contract subject to the jurisdiction of the English Courts. The uniform laws of international sales shall not apply. The undersigned agrees to abide by the foregoing terms and conditions and has the authority to do so on behalf of their respective company.

17. PROFESSIONAL SERVICES INSTALLATIONS

17.1 Professional Services days when purchased and paid for in advance are valid for 12 months from the date of order, after which they expire. If a customer purchases a points maintenance package from BCS points remaining unspent after 12 months either expires or are renewed by the purchasing of additional points.

17.2 Expenses incurred during professional services engagements will be recharged at cost unless specifically stated otherwise in the quotation. Expenses might typically include (but are not limited to) travel, accommodation, and subsistence.

17.3 Should The Customer request a change or cancellation to the confirmed professional services date(s) at short notice, then the following charges will apply: If between 5 and 10 business days’ notice of any cancellation or postponement is given by The Customer, The Customer agrees to pay 50% of the professional services fees for the postponed/cancelled day(s). If fewer than 5 business days’ notice of any cancellation or postponement is given by The Customer, The Customer agrees to pay 100% of the professional services fees for the postponed/cancelled day(s).

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