Terms and conditions


  • Consumer t&cs
  • Business t&cs
  • support t&cs

Consumer terms & conditions

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These are the terms and conditions of sale of Jigsaw Systems Limited (Trading as Jigsaw24) whose registered office is at 40 High Church Street, New Basford, Nottingham, NG7 7JA (registered with company number 2682904 and registered for VAT purposes with number 610706674 (‘we’ or ‘us’). These terms will apply to all your purchases of Goods, including whether you are ordering online, by telephone or by mail. Please read this document carefully after printing it off or downloading it (if you are using the Internet) before placing your order.

We may change these terms from time to time. Please read and check them before you make another purchase. Nothing in these terms affects your legal rights. A summary of your key legal rights is set out below.

If you have any questions regarding the terms and conditions please contact us on 03332 400 888 or email us by clicking here.

1. General   Arrow

1.1 - In these conditions:-

  • 1.1.1 “Consumer” means any customer who is purchasing outside the course of his or her business or trade;
  • 1.1.2 “you” means the Consumer submitting an order for Goods;
  • 1.1.3 “Goods” means the computer and/or other equipment and Software to be supplied under these conditions;
  • 1.1.4 “Support Services” means the ‘Collect and Return Warranty’ support services which you may purchase from us in respect of certain Goods;
  • 1.1.5 “Party” means either you or us; “Parties” means you and us;
  • 1.1.6 “Software” means the computer programs to be supplied under these conditions as stated on our quotation or order acknowledgement, as appropriate.
  • 1.1.7 "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 check. You confirm that you are happy for us to carry out such 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, because 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, despatch 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.

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2. Warranty   Arrow

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 3 days of purchase (or delivery or installation). 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 which been caused by your mis-use 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 28 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.

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3. Limitation of Liability  Arrow

3.1 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.

  • 3.1.1 any losses which are not foreseeable by both Parties when the Contact is formed arising in connection with the supply of Goods and related services or their use by you;
  • 3.1.2 any losses which are not caused by any breach by us;
  • 3.1.3 business or trade losses; or
  • 3.1.4 any loss or costs of retrieval of data, as you should keep adequate back-up copies of data and programs held or used by you

3.2 Our entire liability in connection with the Contract will not exceed one and a half times the purchase price of the Goods and (if applicable) Support Services in question.

3.3 Nothing in this Contract means that our liability to you for death or personal injury resulting from our negligence or that of our employees, agents or subcontractors is limited.

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4. Price   Arrow

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.

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5. Payment   Arrow

5.1 Unless we agree otherwise in Writing, you must pay for Goods (and any Support Services) prior to the despatch 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 form time to time applicable until the sum due is paid.
  • 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.

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6. Delivery   Arrow

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, despatch 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 time scale 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.

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7. Risk and Title   Arrow

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 exolain the position and you have failed to do so satisfactorily.

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8. Damage or loss in transit   Arrow

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 7 days of the date of our invoice (so that we may comply with our carrier’s conditions of carriage).

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9. Installation and servicing   Arrow

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.

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10. Specification   Arrow

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.

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11. Your right to cancellation   Arrow

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. 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 here, 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 technical department on 0115 9165510 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 i.e. please do not write on or damage the box. The return address is:
 
Jigsaw24 Limited
40 High Church Street
Nottingham
NG7 7JA


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.

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12. Support Services   Arrow

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 the life of the relevant Goods;
  • 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 between the hours of 8:30am to 6pm Monday to Friday for the life of the relevant Goods;

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13. Delay or failure to perform   Arrow

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.

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14. Assignment   Arrow

We may freely assign, sub-contract or otherwise transfer in whole or in part the Contract PROVIDED THAT the quality of Goods supplied to you is not affected. You may not however do so without our written agreement (such agreement will not be unreasonably withheld, delayed or conditioned).

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15. Governing Law   Arrow

15.1 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.

15.2 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.

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16. Summary of your key legal rights   Arrow

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.

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July 2016


Business terms & conditions

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These conditions are the only contractual terms upon which Jigsaw Systems Limited (Trading as Jigsaw24) whose registered office is a 40 High Church Street, New Basford, Nottingham, NG7 7JA (registered with company number 2682904 and registered for VAT purposes with number 610706674 (“we” or “us”) is prepared to deal with its business customers and will govern all contracts for the supply of goods and/or software formed by our acceptance of a customer order or a customer’s acceptance of our quotation to the exclusion of any other contractual terms, including any which a customer attempts to introduce.

We may change these terms from time to time. Please check them before you make another purchase.

If you have any questions regarding the terms and conditions please contact us on 03332 400 888 or email us by clicking here.

1. General   Arrow

1.1 - In these conditions:-

  • 1.1.1 “you” means the person submitting an order for Products.
  • 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 to 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.

1.2 The contract for supply of Products and any Support Services (if applicable) (“Contract”) will be formed upon your acceptance of our quotation or our acceptance of your order. However we 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. Acceptance of an order by us can only be made in writing whether in hard form or electronically.

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 check. You confirm that you are happy for us to carry out such 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.

1.7 The 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: http://www.jigsaw24.com/support-offer-terms-conditions) to the exclusion of any other terms.

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

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2. Warranty   Arrow

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 levy a 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.

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3. Limitation of Liability  Arrow

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, 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:

  • 3.3.1 Any indirect, special or consequential loss or damage or loss of profits (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.
  • 3.3.2 Any loss or retrieval of data, it being your responsibility to keep adequate back-up copies of data and programs held or used by you or on your behalf.

3.4 Our entire liability in connection with the contract will not exceed one and a half times the purchase price of the Products and (if applicable) Support Services in question.

3.5 Notwithstanding any other term of these conditions we do not restrict our liability to you for:

  • 3.5.1 Death or personal injury resulting from our negligence or that of our employees, agents or subcontractors;
  • 3.5.2 Damage for which we are liable to you under part 1 of the Consumer Protection Act 1987;
  • 3.5.3 fraud or fraudulent misrepresentation.

is not limited save that this condition 3 shall not confer a right or remedy on you to which you would not otherwise be entitled.

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4. Price   Arrow

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.

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5. Payment   Arrow

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 on the outstanding amount (as well after as before judgement) on a day to day basis at the statutory rate from time to time applicable until the sum due is paid.
  • 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.

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6. Delivery   Arrow

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.

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7. Risk and Title   Arrow

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.

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8. Damage or loss in transit   Arrow

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).

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9. Apparent Defects   Arrow

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;
  • 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.

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10. Installation   Arrow

We may for 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.

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11. Specification   Arrow

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 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.

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12. Support / warranty services   Arrow

12.1 If you have ordered a Jigsaw 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 the reasonable life of the relevant Goods;
  • 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.

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13. Intellectual Property Rights   Arrow

No intellectual property rights in any of the Goods or Services 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.

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14. Cancellation   Arrow

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.

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15. Force Majeure   Arrow

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).

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16. Assignment   Arrow

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.

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17. Electronic Communications   Arrow

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.

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18. Governing Law   Arrow

18.1 These terms and conditions are governed by the laws of England and Wales and the English courts shall have the exclusive jurisdiction to resolve any disputes arising out of or under it.

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

18.3 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.

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July 2016


Support contract terms & conditions

Download as pdf

These conditions together with the provisions of the Agreement or a Scope of Work (SOW) are the only contractual terms upon which Jigsaw Systems Limited (Trading as Jigsaw24) whose trading address is 40 High Church Street, Nottingham NG7 7JA, and whose registered office is at 40 High Church Street, New Basford, Nottingham, NG7 7JA (registered with company number 2682904 and registered for VAT purposes with number 610706674) (“Jigsaw24” or “we” or “us”) is prepared to deal with its customers in connection with the supply, by us, of user support, hardware support, equipment support and network support. They shall govern all contracts for the supply of such support to the exclusion of any other contractual terms, including any which a customer attempts 
to introduce.

If you have any questions regarding the terms and conditions please contact us on 03332 400 888 or email us by clicking here.

1. Definitions   Arrow

All words and expressions undefined in these conditions will have the meaning given to them in the Agreement or SOW. The following words and expressions used in these conditions will have the following meanings:

Agreement An optionally associated agreement schedule taking the place of the SOW in forming part of the Contract.
Contract The contract for the provision by us of user support, hardware support, equipment support or network support formed by the Customer signing the Agreement or SOW which contract is governed by these conditions and the provisions of the Agreement or SOW.
Equipment Each item of equipment listed in the Equipment List but excluding, unless otherwise agreed in writing with us, any software, removable media or consumable items used in connection with the Equipment.
Equipment List A list of equipment supported.
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 In respect of the Support, the services provided by us by remotely accessing the Customer’s server or systems.
Statement of Work (SOW) The associated SOW forming part of the Contract in the absence of an Agreement.
Specification The description of the Support appended to the SOW or the Agreement.
User List A list of supported Customer users.
Working Hours Our working hours, namely the hours between 8:30 am and 6:00 pm (UK time) daily excluding Saturdays, Sundays and Bank, Public and Statutory Holidays in England and Wales.


2. Commencement and Duration   Arrow

The Contract shall (once the Agreement or SOW has been signed by the Customer) come into effect on the Start Date and subject to these conditions will continue in force for the period set out in the Agreement or SOW.

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3. All Support contracts   Arrow

3.1 In consideration of the payment of the charges in the associated Agreement or SOW we agree to provide the Support in accordance with the Specification and these conditions.

3.2 Where we have agreed with the Customer in writing to provide support services in respect of software, the terms of this support shall be governed by this Contract, subject to any special conditions set out in the Agreement or SOW.

3.3 Any support services over and above those referred to in condition 3.1, and over and above those conditions 4.2, 5.3 and 9 where these optional services are included in the Contract and specified in the associated Agreement or SOW, shall be:

  • 3.3.1 supplied to the Customer at our sole discretion at our standard charging rates as current from time to time;
  • 3.3.2 invoiced in the manner specified in the Agreement or SOW or, where not specified, in such manner determined by us; and
  • 3.3.3 payable within 30 days of the issue date of our invoice.

3.4 Unless specified otherwise in the associated Agreement or SOW, stated response times are calculated in Working Hours from the time that we receive notification from the Customer of any defect in the Equipment. We will keep a record of the time that we receive such notification and such record will be accepted by the Customer as conclusive proof of the time of such notification.

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4. Preventive and Emergency Hardware Maintenance  

4.1 This is an optional service component and is not included in all agreements and SOWs. If it is included as a component of the Specification in the accompanying Agreement or SOW, then the following Terms and Conditions under clause 4 apply.

4.2 In consideration of the payment of the maintenance charges and other charges set out in any Equipment List (the “Charges”) we agree to provide preventive and emergency maintenance of the Equipment (the “Support”) in accordance with the Specification and these conditions.

4.3 Payment of the Charges covers the provision by us of labour, replacement and loaned parts and all costs necessary for carrying out the Support.

4.4 Should the Customer purchase any additional equipment then we may extend the Support to such additional items upon payment of an additional charge for those additional products, commensurate to the additional services which we shall have to supply as a result of such additional products being used by the Customer.

4.5 The Customer may only request removal of Equipment from any Equipment List upon at least 90 days' notice of the expiry of the Initial Period (or any renewal). The Customer shall notify us of this in Writing and Support will no longer be provided in respect of this Equipment from the Expiry of the Initial Term (or any renewal).

4.6 We may review and increase or decrease the Charges on each anniversary of the Start Date.

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5. Emergency Onsite Maintenance  Arrow

5.1 This is an optional service component and is not included in all agreements or SOWs. If it is included as a component of the Specification in the accompanying Agreement or SOW, then the following Terms and Conditions under clause 5 apply.

5.2 Where Emergency Onsite Maintenance is included in the Agreement or SOW, we shall use our reasonable endeavours to ensure that an engineer arrives at the Customer Location within the appropriate response time set out in the Specification or otherwise agreed.

5.3 In consideration of the payment of the maintenance charges set out in any Equipment List (the “Charges”) we agree to provide preventative and emergency maintenance of the Equipment (the “Support”) in accordance with the Specification and these conditions.

5.4 The Support shall comprise:

  • 5.4.1 using reasonable endeavours to identify, diagnose and attempt to resolve defects in the Equipment;
  • 5.4.2 where hardware cover is purchased and a replacement part will, in our opinion, remedy such a defect and a part of the same or similar specification to the part to be replaced is in our then available stock, the provision and fitting such replacement part; and
  • 5.4.3 whilst we are complying with clause 5.4.1, loaning replacement equipment of the same or similar specification to that which we are attempting to repair provided that such replacement equipment is in our then available stock.

5.5 If under clause 5.4, replacement parts are fitted by us, such replacement parts shall become the property of the Customer at no additional cost and any parts removed under clause 5.4 shall become our property once the parts have been removed.

5.6 Emergency maintenance will only be carried out during Working Hours unless otherwise agreed. If any such maintenance is carried on outside Working Hours, the provision of such maintenance shall be subject to the availability of qualified engineers and the Customer shall pay our then current man-hour rate (as notified to the Customer) provided that any such charges shall be for a minimum of two hours per call per man. The time to be charged will include the necessary travel time to and from the Customer Location.

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6. Care and access to equipment  Arrow

6.1 During the continuance of the Contract, the Customer shall:

  • 6.1.1 provide us with full and safe access to the Equipment, devices and network links in connection with which Support or other services to be provided by us is to be provided;
  • 6.1.2 ensure in the interests of health and safety that our personnel or sub-contractors, upon or prior to entering the Customer’s premises, are made familiar with the Customer’s premises and safety procedures and have access, at all times while on those premises, to a member of the Customer’s staff familiar with the Customer’s premises and safety procedures;
  • 6.1.3 make available to us free of charge all facilities and services reasonably required by us to enable us to provide the Support;
  • 6.1.4 be responsible for the correct operation and use of the Equipment, devices, software and network links in material accordance with relevant user documentation and shall at all times comply with our and the manufacturer’s reasonable recommendations and advice for the use of the Equipment, devices, software and network links; and
  • 6.1.5 where an Equipment List has been completed, be responsible for promptly reporting to us in writing all defects in the Equipment which become apparent to it.
  • 6.1.6 Where an Equipment List has been completed, endeavour to ensure that proper environmental conditions are maintained for the Equipment as specified by the manufacturer and industry best practice and shall maintain in good condition the hardware, cables, fittings and electricity supply associated with the systems while ensuring the Equipment is cared for and operated in accordance with manufacturer’s recommendations.

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7. Limitations to the scope of our Support   Arrow

7.1 We shall be under no liability to:

  • 7.1.1 install, relocate or upgrade the Equipment or any part of it, unless specified otherwise in the associated Agreement or SOW.

  • 7.1.2 Install, transfer, upgrade or reconfigure software unless this is expressly agreed within the Agreement or SOW.
  • 7.1.3 provide, repair or replace consumable items for the Equipment including, without limitation, ink, batteries, magnetic tape media, disk packs, cartridges, typeheads or drums.
  • 7.1.4 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 Agreement or SOW.
  • 7.1.5 repair or replace any damaged or defective removable media on the Equipment.
  • 7.1.6 provide Support in respect of any faults, defects, damage or loss arising directly or indirectly from:
  • 7.1.6.1 accidental or malicious damage to, theft of or other misuse of the Equipment or software
  • 7.1.6.2 power failure or fluctuation, lightning, strikes or transportation of equipment;
  • 7.1.6.3 any breach by the Customer of the terms of the Contract;
  • 7.1.6.4 the use of the Equipment or software other than in accordance with relevant user manuals;
  • 7.1.6.5 operator error or, unless the software is included in the Specification, a failure or error in operational software;
  • 7.1.6.6 any failure by the Customer to copy data or provide restorable backup and/or security copies of data processed or stored on the Equipment; or
  • 7.1.6.7 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 sub-contractors.
  • 7.1.7 provide Support in respect of any Pre-Agreement Defect.

7.2 We will not be held responsible for any data corruption or loss, howsoever caused. Should any such data loss occur, we will make reasonable efforts to recover secured data only, but not for re-keying of data lost which has not been secured on restorable tape or disk. If third party specialist data recovery services are required, then it is the Customer’s responsibility to cover the cost for this.

7.3 When supplying the Remote Support:

  • 7.3.1 he Customer shall allow us access (whether through VPN access or otherwise) to its server, devices or Equipment in order to provide the services and we shall not be liable for any delay or failure to perform the Remote Support if, for whatever reason, we are unable to access such server, devices or Equipment;
  • 7.3.2 the Customer acknowledges that we shall have access to the relevant user’s computer desktop and other information during the course of the Remote Support and, whilst we will comply with clause 7.4, below, the Customer shall indemnify us in respect of any claims, costs or damages incurred from the provision of the Remote Support in accordance with the terms of the Contract;
  • 7.3.3 The Customer must ensure that it has backed up any and all data which we may come into contact with.
  • 7.3.4 The customer must ensure that it has encrypted any and all data which we may come into contact with.

7.4 Both we and the Customer shall treat as confidential all information obtained from the other pursuant to or in contemplation of the Contract, and shall not disclose such information to any person (except to its own employees and, in our case, its sub-contractors and then only to those employees or sub-contractors who need to know the same) without the other’s prior written consent. This obligation shall not, however, extend to any information which was rightfully in the possession of the receiving party prior to the commencement of negotiations leading to the Contract, which is already public knowledge or becomes so at a future date otherwise than as the result of a breach of this clause 7.4, or which is trivial or obvious.

7.5 We shall comply with all applicable data protection laws and regulations in respect of any personal data (as such expression is defined in the Data Protection Act 1998) controlled or processed by us in connection with the provision of the Support and any other service provided by us under the Contract

7.6 When supplying Software Support

  • 7.6.1 We retain the right to decide the appropriate course of action for each incident and will follow the necessary troubleshooting steps to diagnose and then resolve the incident.
  • 7.6.2 Depending upon the nature of the incident, we may have to impose a workaround to resolve the incident as opposed to a fix. Any workaround may be temporary prior to a more permanent solution being instigated or permanent if the customer decides not to proceed with a permanent fix. A workaround may be of a technical nature or may involve changing a manual business process performed by the Customer.
  • 7.6.3 We will always aim to return the affected software or operating system to an acceptable operational state, however depending on the nature of the problem this may not be possible or may require changes to the software by the manufacturer.

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8. Mature Equipment and software   Arrow

8.1 When supplying support 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 Support provided under this Contract. Accordingly if in our reasonable opinion the Equipment or software shall require such an overhaul then we shall notify the Customer in writing and provide a quotation for carrying out such overhaul. If the Customer does not within 28 days authorise the overhaul in writing, we 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 withdrawing support 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 us.

8.2 When supplying support 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:

  • 8.2.1 Where spare parts are no longer available from the manufacturer.
  • 8.2.2 Where the product in the opinion of Jigsaw24 has become unserviceable, including the circumstance where it has reached the end of its manufacturer’s stated life. In these circumstances we would notify the customer in writing and provide a quotation to refurbish or replace the product. If the Customer does not within 28 days authorise the overhaul in writing, we 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 us.

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9. Repair Specifications   Arrow

9.1 Where Repairs are included in the Agreement or SOW, we shall use all reasonable endeavours to ensure that an engineer arrives at the Customer Location within the appropriate response time set out in the Specification.

9.2 All repairs of Equipment shall be carried out in such a manner as to meet the manufacturer’s available technical specification, wherever possible.

9.3 Repairs shall only be carried out in respect of Equipment that has become unserviceable due to defects recognised by the manufacturer as a fault, or as an alternative, where we deem the Equipment to have such a fault.

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10. Payment   Arrow

10.1 The maintenance charge set out in the SOW shall be invoiced by us and paid by the Customer in advance of the Start Date. All sums due under the Contract shall be paid without any deduction or set off.

10.2 If any payment due under this Contract is not made by its due date then we may without prejudice to any other of our rights and remedies do any of the following:

  • 10.2.1 charge interest on the unpaid sum (whether before or after judgement) at the statutory rate of interest payable on late payments from time to time, such interest to accrue on a daily basis from the due date for payment until the date payment is made in full; and/or
  • 10.2.2 suspend the Support and all other services to be provided under the Contract until such a time as all sums due from the Customer to us (including interest) shall have been paid; and/or
  • 10.2.3 exercise a lien over all property of the Customer in its possession for any unpaid sums and interest thereon; and/or
  • 10.2.4 determine the Contract by notice in writing to the Customer.

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11. Determination   Arrow

11.1 We may terminate the Contract immediately by giving written notice to the Customer if the Customer:

  • 11.1.1 is in material breach of the Contract and such breach, if capable of remedy, is not remedied within 30 days of written notice of the material breach to the party in breach; or
  • 11.1.2 shall have a receiver, administrative receiver or administrator appointed over all or any part of its assets or undertaking, or shall enter into any arrangement with its creditors or pass a resolution for its winding up, or shall take or suffer any analogous action (except for the purpose of solvent amalgamation or reconstruction).

11.2 Termination howsoever occasioned shall not affect the accrued rights or liabilities of either party nor shall it affect the coming into or continuance in force of any provision of the Contract which is expressly or by implication intended to come into or continue in force on or after such termination.

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12. Care of and Access to the Equipment   Arrow

12.1 When supplying Support or maintenance of Equipment, no persons other than our employees or sub-contractors shall be allowed by the Customer to service, maintenance or repair or attempt to maintain/repair the Equipment save for those named members of the Customer’s staff which we have approved in writing may carry out such routine maintenance and cleaning of the Equipment as we may specify.

12.2 The Customer shall ensure that all operators and managers of the Equipment are properly trained and that the Equipment is used only in accordance with the manufacturer’s recommendations in respect of environment, media, ancillary equipment and operating procedures. The Customer has those matters under its control and accordingly the Company shall not be liable to provide Support where any defect has arisen through failure to observe such recommendations or through continued use of the Equipment after the Customer becomes aware of the defect or of a defect in any part of a system of which the Equipment forms a part.

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13. Liability   Arrow

13.1 Subject to the limitations upon its liabilities set out in this clause 13, we warrant to the Customer that we will perform the Support with reasonable care and skill. The Customer shall give notice to us as soon as it is reasonably able upon becoming aware of a breach of this warranty and subject to the Customer complying with this obligation and providing (where possible) a documented example of the relevant defect or failure, we shall remedy any breach of such warranty by the provision of remedial services free of charge. We shall have no liability or obligation under the said warranty or obligation other than to remedy breaches of the same in accordance with this clause.

13.2 Subject to clause 13.1, all conditions, warranties, terms and undertakings, express or implied, statutory or otherwise in respect of the provision of the Support or any other services under the Contract are excluded to the fullest extent permitted by law.

13.3 This clause 13 states our only liability to the Customer under or in connection with the Contract.

13.4 Without prejudice to clause 13.6, we will not be liable to the Customer by way of representation (unless fraudulent), common law duty or under any express or implied term of the Contract for:

  • 13.4.1 any indirect, special or consequential loss or damage or loss of profits (whether caused by our negligence or that of our employees agents or otherwise) arising in connection with the Support or any other services provided to you in connection with the Contract, or
  • 13.4.2 any loss or retrieval of data, it being the Customer’s responsibility to keep adequate back-up copies of data and programs held or used by the Customer or on its behalf.

13.5 Where not already defined in the Agreement, our entire liability under or in connection with the Contract shall not exceed one and a half times the Charges for the previous 12 months.

13.6 Notwithstanding any other term of these conditions our liability to Customer for death or personal injury resulting from our negligence or that of our employees, agents or subcontractors is not limited save that this clause 13.6 shall not confer a right or remedy on the Customer to which it would not otherwise be entitled.

13.7 We shall not be liable to the Customer or be deemed to be in breach of contract by reason of any delay in performing, or any failure to perform any of our obligations under the Contract if the delay or failure was due to any cause beyond our reasonable control, including but not limited to industrial action, war, fire, prohibition or enactment of any kind or any act or omission of the other party.

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14. General   Arrow

14.1 Paragraph headings used in these conditions are for convenience only and are not intended to affect the interpretation of this Agreement. Unless the context requires otherwise, the singular shall include the plural and vice versa. References to any statute in these conditions shall include any amendment, variation or replacement to the same.

14.2 The Contract shall be binding upon and endure to the benefit of the parties and their legal successors but shall not be assignable by the Customer without our prior written consent. We may license or sub-contract all or any part of its obligations under the Contract freely without the consent of the Customer.

14.3 No waiver by us of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.

14.4 If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected thereby.

14.5 The Contract shall be governed by the laws of England and the Customer agrees to submit any dispute arising in connection with it to the non-exclusive jurisdiction of the English courts.

14.6 The terms of the Contract constitute the entire agreement between the parties relating to its subject matter and supersedes all prior proposals, arrangements and understandings, whether oral or written. The provisions of The Contracts (Rights of Third Parties) Act 1999 are expressly excluded from the Contract.

14.7 No variation or addition to the terms of the Contract shall be binding upon us unless agreed in writing by one of our directors.

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July 2016


Jigsaw Support Services – Jigsaw24, 40 High Church Street, Nottingham, NG7 7JA.
Sales Tel 03332 400 100, www.Jigsaw24.com.
Registered in England and Wales 2682904. VAT Registration No. 610706674.

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