Terms and Conditions
1.DEFINITIONS AND INTERPRETATION
1.1. In these terms and conditions (these “Conditions”) the following words have the meanings given: –
“Business Day” means any day other than a Saturday, Sunday or a bank or public holiday in England, Wales, Scotland or Northern Ireland;
“Contract” means a contract for the purchase by the Customer of Products or Services from Revitalise Technology incorporating these terms and conditions and arising from the acceptance by Revitalise Technology of an Order;
CTO: Configure to Order, a custom-built machine.
“Customer” means the person, organisation or company ordering Products or Services;
DOA: Dead on Arrival means item did not work when received by the buyer.
“End User” means the Customer’s customer to whom Customer is selling Products or Services to in a resale transaction or resale transactions;
ERMA: Electronic Returned Materials Authorisation is the electronic version of a RMA
“Delivery” means when possession or control of the Products is offered or transferred to the Customer or its agent or upon delivery by Revitalise Technology or its agent to an address given by the Customer;
“Group” means in relation to any that company and every other company which for the time being is a subsidiary or holding company (as defined in the Companies Act 1985) of that company or subsidiary of such holding company;
“Hardware” means any computer hardware, networking equipment, or peripheral products supplied by Revitalise Technology to the Customer but not including any consumables;
“Intellectual Property Rights” means copyright, patent, trademark, service marks, registered designs, sui generis rights, know-how, confidential information, trade or business names or other similar rights together with applications for any of the foregoing;
“Licence Agreement” means any licence agreement relating to use of the Software;
“Order” means any written order for Products, or Products and Services, received by Revitalise Technology from the Customer;
“Party” means either Customer or Revitalise Technology individually as context requires and “Parties” means both Customer and Revitalise Technology collectively as context requires;
“Product” means the Hardware and/or Software ordered by the Customer from Revitalise Technology from time to time;
“Revitalise Technology” means Revitalise Technology Ltd or any of its subsidiaries or any such other company as Revitalise Technology Ltd may appoint as sub-contractor to provide the Services to the Customer;
“Services” means any consultancy, training, configuration or installation services provided by Revitalise Technology in conjunction with, or without, the supply of Products;
“Software” means any computer software supplied by Revitalise Technology, whether embodied in ROM, RAM, firmware or on disk, tape or other media.
“Vendor” means any original provider of Hardware offered by Revitalise Technology.
1.2. All other words and expressions are to be given their normal English meaning taken in the context of the Contract. Any dispute as to the meaning of a word is to be settled by reference to the Oxford English Dictionary.
1.3. Any reference to a clause shall mean a clause of these terms and conditions unless otherwise stated.
1.4. The use of headings in these terms and conditions shall be for convenience only and shall not affect the interpretation of these terms and conditions.
1.5. Reference to any statute or statutory provision or any other regulation includes any provision which subsequently supersedes it or re-enacts it (whether with or without modification).
2. CONTRACT FORMATION
2.1. All Orders submitted by the Customer to Revitalise Technology and accepted by Revitalise Technology shall be subject to these following terms and conditions which shall form part of and govern any Contract.
2.2. Acceptance by the Customer of any estimate or quotation for Products and/or Services issued by Revitalise Technology shall be deemed to be acceptance of these terms and conditions.
2.3. Any terms and conditions appearing in any Order or other document whatsoever issued by the Customer shall be void and of no effect and these terms and conditions shall override any previous agreements relating to the provision of Products or Services between the parties.
2.4. No waiver of or amendment to these terms and conditions shall be effective unless made in writing and signed by Revitalise Technology.
2.5. The Contract contains the entire agreement of the parties in relation to the supply of Products or Services by Revitalise Technology to the Customer and the Customer irrevocably waives any right it might have to claim for damages and/or to rescind a Contract because of any misrepresentation by Revitalise Technology (unless such misrepresentation was made fraudulently) or any warranty not contained in the Contract.
3. PRICE
3.1. All prices for Products or Services stated in any quote, estimate or acceptance of Order are those current at the time of the Customer’s enquiry. The price payable by the Customer for Products or Services will be the price quoted by Revitalise Technology to Customer at the time Customer places an Order for Products or supply of Services to the Customer and Revitalise Technology reserves the right to pass on to the Customer any increase in the price of Products or Services on future orders.
3.2. All prices for the Products are exclusive of Value Added Tax or other applicable sales tax whether in substitution or in addition which shall be paid by the Customer at the rate from time to time in force.
3.3. Unless otherwise agreed in writing by Revitalise Technology, all prices for the Products are exclusive of Revitalise Technology ’s charges for delivery, handling or Services which will be added to Revitalise Technology’s invoice for the Products.
4. DISCOUNTED PRICING
4.1. Revitalise Technology may offer the Customer a discount on the price of its Products and Services from time to time (Price Discount).
4.2. The amount of any Price Discount shall be set out in Revitalise Technology ’s acceptance of Order and shall reduce the price payable by the Customer to Revitalise Technology by such an amount.
4.3. By paying Revitalise Technology a discounted price for Goods and Services the Customer confirms that it is a qualifying institution and agrees to provide Revitalise Technology with all necessary evidence it may require to make an application to its Vendors to recover the Price Discount.
5. PAYMENT
5.1. Revitalise Technology may at its discretion offer credit terms to the Customer subject to the status of the Customer and completion by the Customer of a credit application form supplied by Revitalise Technology. Such credit terms shall be governed by separate terms agreed between Revitalise Technology and the Customer.
5.2. Subject to any credit terms agreed, the Customer shall pay all undisputed amounts under an invoice for Products or Services no later than 30 days following the date of Revitalise Technology ’s invoice. Services are provided on a pre-paid, call-off basis and therefore are payable in full upon invoice. The Customer has the right to offset any credits from Revitalise Technology or amounts owed by Revitalise Technology to the Customer against any outstanding invoices or amounts owed by the Customer to Revitalise Technology, without being held in default of any term of these Conditions.
5.3. If Products are delivered in instalments Revitalise Technology reserves the right to invoice each instalment as and when Delivery is made to the Customer in which case payment shall be due in accordance with clause 4.2 above notwithstanding non-delivery of other instalments or fulfilment of the entire order.
5.4. If any payments are overdue the Customer will be placed on credit hold. Repeated failure by the Customer to comply with Revitalise Technology ’s payment terms will result in permanent withdrawal of credit facilities.
5.5. If payment is not received by the relevant due date Revitalise Technology may charge the Customer interest on any overdue amount (on a daily basis) from the due date of payment to the date of actual payment (both dates inclusive) before judgement at the rate of three (3) per cent above the Nat West Bank PLC Base Rate or the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998 for the time being in force until payment is made in full. The foregoing charges shall not apply to amounts disputed in good faith pending the resolution or outcome of the dispute.
5.6. All payments made by the Customer to Revitalise Technology shall be in sterling.
6. TITLE
6.1. Title to and property in any Products purchased by Customer to fulfil a resale transaction shall pass to Customer upon delivery of Products. Title to and property in any Products purchased in a transaction for Customer’s own account will remain vested in Revitalise Technology until payment in full of the purchase price (together with any interest and VAT thereon) and in cleared funds has been received by Revitalise Technology in respect of: –
a) those Products; and
b) all other amounts payable by the Customer to Revitalise Technology (whether or not due for payment).
6.2. Until such time as title to and property in any Products passes to the Customer, the Customer will store those Products on its premises in conditions that adequately protect them and separately from the Customer’s own goods or those of any other person and clearly marked as Revitalise Technology ’s property, and the Customer shall redeliver the Products to Revitalise Technology on demand.
6.3. Until such time as in accordance with the above provisions, either the Customer shall have ceased to have the right to retain possession of any Product or shall have acquired title to and property in the Product the Customer is hereby authorised by Revitalise Technology to sell the same and to pass good title to its customers if they purchase the Product.
7. PERFORMANCE OF THE CONTRACT
7.1. Any dates quoted or mentioned by Revitalise Technology for Delivery of the Products or the provision of the Services whether verbally or otherwise are estimates only and Revitalise Technology will use its best efforts to meet such dates. Time will be of the essence in the Delivery of the Products or the performance of the Services. Revitalise Technology shall have no liability to the Customer if it fails to meet any requested, quoted, estimated or agreed date for Delivery of Products or the provision of the Services due to circumstances or events beyond its reasonable control.
7.2. Revitalise Technology shall be entitled to make a partial Delivery of the Products or Delivery by instalments.
7.3. Notwithstanding clause 5 above, the risk in any Product shall pass to the Customer on Delivery.
7.4. All illustrations or specifications contained in any catalogues or publicity material produced by Revitalise Technology are approximate only and are only intended to convey a general idea of the Products or Services and any non-material typographical, clerical or other error or omission in any literature/document or information issued by Revitalise Technology will be correctable without notice or any liability to the Customer.
8. INSPECTION
8.1. Where Products are delivered to the Customer, the Customer must inspect the Products upon their arrival to check whether: –
a) the Products have been damaged in transit; and
b) the Products are those, and in the quantity, specified in the Order.
8.2. Any discrepancy between the Products delivered and those specified in the Order and/or any damage to the Products in transit must be notified to Revitalise Technology in writing within thirty (30) Business Days of receipt by the Customer of the Products.
8.3. In the case of non-delivery of Products, the Customer must notify Revitalise Technology in writing within thirty (30) Business Days of receipt by the Customer of Revitalise Technology’s delivery note or invoice (whichever is earlier).
8.4. If the Customer requests Revitalise Technology to provide duplicate copies of any signed delivery notes, a charge of £12.00 (Twelve Pounds) per copy shall be made by Revitalise Technology and invoiced accordingly.
9. ACCEPTANCE
9.1. The Customer will be deemed to have accepted Products or Services as being in accordance with the Contract unless the Customer notifies Revitalise Technology in writing of any defect in materials, design, or workmanship or failure to comply with specifications or other data supplied by the Customer or any other failure of the Products or Services which would be apparent on reasonable inspection of the Products within one (1) year from the date of delivery of the Products or completion of the Services (whichever is later).
9.2. In the event of a valid claim by the Customer under Clause 9.1, Revitalise Technology shall upon return of the defective Product at its option replace the relevant Product or arrange for repair of the Product within a reasonable time at no cost to the Customer but otherwise shall have no liability for such non-compliance.
10. CUSTOMER OBLIGATIONS
10.1. The Customer shall be entirely responsible for: –
a) providing a suitable environment for the installation of the Products; and
b) unless otherwise agreed by Revitalise Technology, the installation of the Products.
c) using the Products in accordance with the manufacturer’s instructions and recommendations (including those contained in any Licence Agreement) in all material requests.
d) carrying out cleaning operations as recommended by the Product manufacturer or Revitalise Technology in writing at the time of delivery of the Product.
10.2. The Customer shall provide such access to its premises, personnel and facilities as Revitalise Technology shall reasonably require in order to provide the Services.
10.3. The Customer will provide Revitalise Technology with such information as it may reasonably need concerning the Customer’s operations and answers to queries, decisions and approvals which may be reasonably necessary for Revitalise Technology to undertake any Services within ten (10) working days. The Customer is responsible for ensuring that such information and answers are accurate and complete. Revitalise Technology will, to the extent reasonably practicable, give the Customer reasonable prior notice of any information or answers it requires in accordance with this clause 9 and will notify the Customer promptly in writing if it considers the Customer to have failed to provide information or answers in accordance with this clause 10 or if it has reason to suspect that any information is inaccurate or incomplete.
10.4. In the event the Services includes installation the Customer will provide, free of charge, the following facilities to authorised personnel of Revitalise Technology and its Sub-Contractors throughout the Customer’s normal business hours and at such other times as the Customer authorises after reasonable prior notice from Revitalise Technology (such authorisation not to be reasonably withheld or delayed):
a) access to and use of the Customer equipment and unloading equipment, access to the Customer’s employees, the products and the site;
b) all electric power, lighting, heating and air conditioning reasonably needed by the Revitalise Technology to perform the Services.
c) office space suitable for this purpose and the provision of normal office services including first aid, photocopying, telephone and facsimile facilities (but excluding any secretarial support, typing and photocopying facilities needed to produce any documentation for which Revitalise Technology is responsible), and such facilities may be used only for the purposes of providing the Services.
d) competent operators for the Products and any relevant Customer equipment.
10.5. The Customer shall also be responsible for ensuring that the Customer’s existing hardware and software is properly installed and is sufficient and suitable for its purpose and that any adjustments which may be required are carried out. Revitalise Technology will be responsible for connecting the Products to Customer’s existing hardware with the co-operation of the Customer.
10.6. Revitalise Technology agrees it will not hire or employ a subcontractor without Customer’s prior written consent. Revitalise Technology must dismiss any employee or subcontractor that, in Customer’s sole discretion, is not sufficiently performing Services and Revitalise Technology will replace such employee or subcontractor with an individual more suitable to Customer’s or End User’s needs.
10.7. Revitalise Technology understands and agrees that those warranties and representations indemnification, defence and hold harmless provisions set forth in agreements between Customer and the End User shall be deemed incorporated herein by reference as they relate to Revitalise Technology ’s performance of Services under a particular without any further action by either of the parties, except that Customer shall provide Revitalise Technology with a copy of any such obligations in the Customer’s agreement with End User to be brought down to Revitalise Technology.
11. CANCELLATION
11.1. Except as provided herein, the Customer shall not be entitled to return any Product or cancel any Orders which Revitalise Technology has accepted 48 hours prior to dispatch of Products or commencement of Services without Revitalise Technology ’s prior written agreement. Any Product returned must be accompanied by a reference to an RMA number issued by Revitalise Technology and being in stock condition, complete with all packing and appropriately boxed.
11.2. The Customer shall be responsible for the cost of carriage and insurance in respect of all Products returned to Revitalise Technology, which Products shall also be at the Customer’s risk until actual receipt by Revitalise Technology.
12. PRODUCT MODIFICATIONS
12.1. Revitalise Technology may modify the specification of any Product to be supplied by Revitalise Technology and/or substitute substantially conforming components provided the modifications and/or substitutions do not adversely affect the performance of the Product. Revitalise Technology will wherever possible advise the Customer of all such modifications or substitutions in advance of delivering the Product to the Customer.
13. WARRANTIES
13.1. Revitalise Technology, to the extent that it is permitted to do so, hereby assigns the benefit of any guarantee or warranty covering any defects in Products received by Revitalise Technology under an agreement with the manufacturer or supplier of the relevant Product to Customer and End User.
13.2. The warranty service provided my manufacturer or supplier (if any) will be that provided by the manufacturer or supplier (as the case may be) and any validation procedures relating to that warranty service are the responsibility of the Customer.
13.3. Revitalise Technology may in its discretion offer support or maintenance services with respect to Products and such services shall be governed by the terms in these Conditions and/or separate terms agreed between Revitalise Technology and the Customer. Revitalise Technology warrants that
a) it has the lawful right and authority to sell the Products;
b) it will transfer good and marketable title to the Products free and clear of any liens, claims or encumbrances;
c) the Products will correspond with their specifications in the applicable order at the time of delivery, will be merchantable, and will be fit for their intended purpose;
d) the Products will be free from defects in design, material, and workmanship for a period of one (1) year from the date of delivery;
e) except as otherwise expressly described in the order, the Products will be new in unopened boxes at the time of delivery; and
f) the Products will not infringe or misappropriate any patent, copyright, trademark, trade secret, or any other proprietary right or intellectual property right of a third party.
13.4. At no charge to the Customer, Revitalise Technology shall support its Products and any reasonable Customer efforts to sell the Goods or provide Customer a partner from whom it may obtain support for the Goods. Revitalise Technology shall also supply to the Customer, its employees, and its customer’s reasonable amounts of sales literature, advertising materials, and training and support in product sales. Revitalise Technology shall, at a minimum:
a) provide the Customer with timely updates, price schedules, data sheets, brochures, point-of-sale aids, technical information, instructional and other materials, online reviews, and relevant online information in regard to the product line;
b) keep the Customer timely informed of changes in Products, including upgrades, defects, incompatibilities, and other relevant matters;
c) provide training of sales and technical staff, upon request at no cost to the Customer;
d) provide the Customer, and its End Users where appropriate, reasonable product support by telephone or email.
13.5. Except as provided hereunder, all other terms or conditions whether express or implied concerning the
quality or fitness for purpose of Products and all such other terms and conditions are hereby excluded.
13.6. Revitalise Technology warrants that the Services will be carried out with reasonable care and skill and by suitably trained and qualified persons in a professional and workmanlike manner consistent with prevalent industry standards.
14. DATE COMPLIANCE
14.1. Revitalise Technology undertake that it will use all reasonable endeavours to obtain from the original manufacturer of the Products a warranty that the Products are Date Compliant, and to the extent that it is able, Revitalise Technology will transfer to the Customer the benefits of any such warranty. For the purposes of this clause, “Date Compliant” means that neither the performance nor the functionality of the Products shall in any way be affected by any date and that the Products will be capable of correctly processing all dates.
14.2. Revitalise Technology will be liable to the Customer for any losses, claims or damages whatever nature that the Customer may suffer as a result of the Products not being Date Compliant where due to Revitalise Technology ’s negligence or wilful misconduct or reliance upon a warranty Revitalise Technology passed through to Customer.
14.3. Except as provided for in these Conditions, all other express or implied warranties or conditions relating to quality or fitness for purpose (whether implied by statute or otherwise) are hereby excluded in so far as they might apply in the event of the Products not Date Compliant.
15. LIABILITY
15.1. The following provisions of this Clause 15 set out the total liability of Revitalise Technology under or in connection with each Contract and whether in contract, tort (including negligence) for breach of statutory duty or otherwise.
15.2. Nothing in these terms and conditions shall limit or exclude either Party’s liability:
a) for fraud; or
b) for death or personal injury resulting from negligence; or
c) to the extent not permitted by law.
15.3. Except for liability under Section 17 (Confidentiality), Section 33 (Indemnification), or Section 34 (Data Privacy and Security), the maximum liability of either party, regardless of the form of action, whether in contract, tort or otherwise, for any claim arising out of or related to these Conditions shall be limited to an amount equal to the higher of
a) £500,000 per claim or
b) an amount equal to the sums paid by the Customer under the Contract during the 12 months preceding the date the claim first arose.
15.4. Except for liability under Section 17 (Confidentiality), Section 33 (Indemnification), or Section 34 (Data Privacy and Security), in no event will either party be liable, whether in contract, tort or otherwise and even if foreseeable, for: –
a) any loss of profits, business, revenue, goodwill, data or anticipated savings; or
b) any special, indirect, or consequential loss arising from or relating to these Conditions.
15.5. The Customer acknowledges that the level of Charges has been calculated on the basis that Revitalise Technology ’s liability will be limited in accordance with this clause.
16. INTELLECTUAL PROPERTY RIGHTS
16.1. All Intellectual Property Rights in or in relation to the Products (including any manuals and operating documentation relating thereto) or in any materials (including Software) created or developed by Revitalise Technology during the course of providing the Services shall vest in Customer and Revitalise Technology shall have no title to or interest in any such Intellectual Property Rights, except for Revitalise Technology ’s rights to Revitalise Technology Property (as defined below). For purposes of these Conditions, “Revitalise Technology Property” shall mean all Intellectual Property Rights in or in relation to the Products or in any materials created or developed by Revitalise Technology prior to these Conditions or during the course of but separate from their performance of Services or provision of Products under these Conditions or any third party products or materials.
16.2. The Customer shall notify Revitalise Technology immediately if it becomes aware of any illegal or unauthorised use of any of Revitalise Technology Property and will assist Revitalise Technology and/or its suppliers, at Revitalise Technology ’s expense, in taking those reasonable steps necessary to defend the owners’ rights.
16.3. The Customer undertakes to execute and comply with the terms of any Licence Agreement relating to the use of any Software.
16.4. Where no Licence Agreement is used, the Customer is hereby granted a non-assignable, non-exclusive Licence to use any Software together with documentation accompanying such Software subject to payment by the Customer of the stipulated Licence fee.
16.5. Unless specifically authorised under a Licence Agreement, the Customer undertakes that it shall not (and that it shall not employ nor permit any third party) attempt to copy, adapt, amend, disassemble, de-compile or reverse engineer Software or any part thereof except to the extent allowed by English law.
16.6. The Customer further acknowledges that Software and all accompanying operating documentation and manuals are confidential and subject to the terms of clause 17.
17. CONFIDENTIALITY
17.1. Each party (the “Recipient”) shall treat as confidential all information obtained from the other which is specifically designated as confidential or propriety or which the Recipient of confidential information knew or should have known under the circumstances was confidential or proprietary information of the party disclosing information (the “Disclosing Party”) and shall not divulge such information to any person (except to such party’s own employees and the only to those employees who need to know the same) without the other party’s prior written consent. For purposes of these Conditions, “Confidential Information” shall mean any information (whether in oral, written or electronic form) regarding the business of the Disclosing Party and its suppliers or End Users, including technical, marketing, financial, employee, planning, and other confidential or proprietary information. All Customer materials and data will be considered the Confidential Information of Customer. The Recipient of confidential information will protect the Disclosing Party’s Confidential Information from unauthorised use, access, or disclosure in the same manner as the Recipient protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.
17.2. This clause shall not extend to any information which was rightfully in the possession of a party prior to the commencement of the negotiations leading to a Contract, which is already public knowledge or becomes so at a future date (otherwise than as a result of a breach of the clause), which becomes known to the Recipient through a third party who had the right to make such disclosure without any confidentiality restrictions, was independently developed by the Recipient without use of the Disclosing Party’s Confidential Information or which is trivial or obvious. In addition, the Recipient will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is (ï) approved in writing by the Disclosing Party, (ii) necessary for the Recipient to enforce its rights under these Conditions in connection with a legal proceeding, or (iii) required by law or by the order of a court of similar judicial or administrative body, provided that, if lawful, the Recipient notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s request and expense, in any lawful action to contest or limit the scope of such required disclosure.
17.3. Each party shall ensure that its employees are aware of and comply with the provisions of this clause.
18. TERMINATION
18.1. Without prejudice to any other rights or remedies a party might have against the other party, a party may terminate a Contract or suspend the performance of its obligations under a Contract forthwith by notice in writing to the other party if:
a) the Customer defaults in making payment for any of the Products or Services supplied by Revitalise Technology within seven days of its due date;
b) any steps are taken, or negotiations commenced by the other party or any of its creditors with a view to a kind of voluntary arrangement, compromise, or other arrangement between the party and its creditors; or
c) the other party is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 be unable to pay his debts or any steps are taken to wind up the other party, or an administrator, administrative receiver or receiver is appointed over the other party’s business or any part of its assets.
18.2. Upon termination of a Contract under clause 18.1, Revitalise Technology has the right to request Customer return any Product in which Revitalise Technology retains title to Revitalise Technology.
18.3. Upon termination of a Contract under clause 18.1, the Licence granted to the Customer under clause 15.4 shall terminate forthwith and Revitalise Technology may request written confirmation from Customer that it has removed any Software and all copies of the Software, or to request the Customer to return all copies of the Software, or to insist that the Customer destroys all copies of Software and certifies in writing that they have been destroyed.
18.4. Those clauses capable of surviving termination shall do so.
19. VARIATIONS
19.1. Each party reserves the right to modify these terms and conditions with the other party’s prior written consent. Any such modification will apply on the effective date specified in the said notice to all Orders which are accepted by Revitalise Technology on or after the date of notice.
20. ASSIGNMENT
20.1. A party shall not assign or otherwise transfer any of its rights or obligations under a Contract whether in whole or in part without the prior written consent of the other party.
21. PERSONNEL
21.1. The parties agrees that neither party will solicit or recruit as an employee any of the other party’s employees who are substantially involved in the provision of the services under a Contract during the period of the Contract and for a period of six (6) months after the termination or expiration of the Contract.
21.2. Notwithstanding the foregoing, this Section shall not be construed to prohibit either party from hiring any employee of the other party who has responded to a general solicitation of employment not specifically directed at such personnel.
22. INVALIDITY
22.1. If any provisions, or portions thereof, of a Contract are held to be invalid and unenforceable under any applicable statute or rule of law, they are to that extent to be deemed omitted and the validity and/or enforceability of the remaining provisions of the Contract shall not be impaired or affected by that omission.
23. FORCE MAJEURE
23.1. Neither party shall be liable for any delay of failure in performing any of its obligations under a Contract (except payment by the Customer of any sums due under a Contract) if such delay or failure is caused by circumstances beyond that party’s reasonable control, provided that such party will use its reasonable efforts to limit the resulting delay in its performance. If such force majeure continues to prevent or delay performance of such party for more than ten (10) days, either party may terminate these Conditions or the applicable Contract(s), effective immediately upon written notice to the other party.
24. NOTICES
24.1. All notices are required to be given hereunder shall be in writing and shall be sent to the registered address of the party in question.
25. EXPORT CONTROL
25.1. The Customer acknowledges that certain Products may be subject to export controls imposed by United Kingdom or other Governments and undertakes to apply for and obtain any applicable licenses or other consents that may be necessary to export or take any product (or any part thereof) out of the United Kingdom.
26. GENERAL
26.1. The parties to this Agreement do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.
26.2. Each of the parties hereto shall attempt to use reasonable efforts to mitigate loss, damages, costs or expenses that it may suffer or incur in respect of which it desires to make recovery in whole or in part from the other party by way of indemnity or otherwise.
27. LAW
27.1. All Contracts shall be governed by, and constructed in accordance with, English law and the parties submit to the exclusive jurisdiction of the English courts.
28. RETURNS – GENERAL CONDITIONS
28.1. Every Request for return of goods must be addressed in writing through the RMA online form here . If the RMA online form is incomplete or has insufficient information, then the RMA may be rejected.
28.2. Goods can only be returned once Customer Service has issued a valid RMA Number and provided a returns label. This label must be present on the outside of the box in order to be accepted for return.
28.3. An RMA number is valid for one working week after its issue by Customer Service; consequently, the concerned products must be returned to Revitalise Technology Ltd within this period of time. If goods are not received the RMA will be cancelled. If you still wish to return the goods a new return request must be submitted by the ERMA online form.
28.4. Only products purchased at Revitalise Technology Ltd can be returned. Verification will only be made by Invoice/Order number and in some cases the serial number will be required.
28.5. Returns will only be accepted if it is submitted via the RMA online tool within 30 days of receipt of goods. Return requests where the goods have been received more than 30 days ago will be automatically rejected. An exception to this is Adobe Volume Licences which can be returned up to 30 days after invoice
28.6. Custom Built Machines (CTO’s) cannot be cancelled or returned.
28.7. Returns are always subject to authorisation by Customer Services.
28.8. Revitalise Technology understands and agrees that, from time to time, the Customer, as a reseller, will accept Products from End User for customer satisfaction. Revitalise Technology agrees to accept all such returns for full credit or cash up to an amount equal to two percent (2.0%) of the aggregate gross Customer purchase of such Products from Revitalise Technology on a rolling twelve-month trailing basis. Credit or cash determination will be solely based on the determination of the Customer. Return Authorisation Numbers will be issued by Revitalise Technology for such Products up to one year from the date of resale to the End User.
29. RETURNS – SHIPPING
29.1. The cost of returning the items to us is your responsibility unless you are advised otherwise in your first response from Revitalise Technology Ltd or you are returning defective or DOA Products to Revitalise Technology.
29.2. The item is your responsibility until it is received by Revitalise Technology. Therefore, for your own protection we recommend that you send the parcel using a secure and traceable service.
29.3. Should Revitalise Technology Ltd organise a collection for your return and the collection fails, it will be your responsibility to return the item via a secure and traceable service and you may be charged for the failed collection.
29.4. Goods must be returned in good condition with the manufacturers seal still intact. If Goods do not meet this condition they will be returned to sender and the RMA will be closed.
29.5. Do not write directly onto packaging – any information should be attached with document wallets or labels. Writing on Packaging may result in the return being rejected.
30. DOA & WARRANTY REPAIRS
30.1. Revitalise Technology will accept Products that are in DOA conditions.
30.2. Revitalise Technology Ltd does not offer any warranty other than as provided herein or other than that granted by the Manufacturer to Revitalise Technology Ltd. Consequently, if Revitalise Technology CARE or CARE+ has been purchased the conditions of this care will be valid.
30.3. Apple warranty repairs must be submitted through Apple directly unless Revitalise Technology CARE or CARE+ has been purchased.
30.4. For details regarding Manufacturer’s warranty please visit the Manufacturers website and view their Terms and Conditions.
30.5. Please note point 30.4. does not apply to DOA and Warranty returns although all faulty goods should be securely packed and sealed for transit.
31. DAMAGED PRODUCT RETURNS
31.1. Return Requests for damaged goods must be logged via the online ERMA tool within 30 days of delivery. Any requests after this time will be automatically rejected except as provided hereunder or in Revitalise Technology ’s discretion. Please note this does not guarantee the return and replacement of damaged goods, it only registers the request. Revitalise Technology strongly advises that any parcels that arrive damaged must be either refused or the damage noted on the signature to the courier.
31.2. Damaged Product Returns are subject to inspection by Revitalise Technology. Should Revitalise Technology deem the fault to not be consistent with the quality control of the manufacturer or misuse of the courier then Revitalise Technology have the right to close the RMA Request and return the goods without credit.
31.3. Please note point 31.1 does not apply to damaged product returns although all damaged goods should be securely packed and sealed for transit.
32. EXCEPTIONS TO RETURNS
32.1. Please note the following products cannot be returned under any circumstance:
a) Apple Custom built machines (CTOs); these are a non-cancellation, non-returnable product.
b) No Electronic licenses can be returned for credit once issued by the manufacturer (with exception of Adobe).
c) Electronic AppleCare (Educational Version) are non-returnable.
33. INDEMNIFICATION
33.1. Revitalise Technology shall indemnify, defend, and hold harmless Customer and its affiliates, directors, officers, employees, agents, and its End User(s) (collectively, the “Indemnified Parties”) from and against any claim, liability, damage, cost or expense (including, without limitation, reasonable attorneys’ fees) incurred by any of the Indemnified Parties under any action, suit or proceeding based upon
a) infringement upon any registered or unregistered patent, copyright, trademark, trade secret or other intellectual property or proprietary right of any third party;
b) any material breach of Revitalise Technology ’s warranties in these Conditions;
c) Revitalise Technology ’s negligence or wilful or fraudulent misconduct, or
(d) any product liability claim relating to the Products.
34. DATA PRIVACY AND SECURITY
34.1. Revitalise Technology hereby agrees to (and shall ensure that its relevant employees, relevant agents and relevant subcontractors and suppliers agree to) the following terms and provisions (the “Privacy and Security Provisions”):
a) to take all appropriate technical and organisational measures necessary to ensure that “Personal Data” (as defined under applicable laws implementing the Data Protection Directive 95/46/EC as amended or replaced from time to time or equivalent legislation in other countries (“Data Protection Laws”)) are protected against loss, destruction and damage, and against unauthorised access, use, modification, disclosure or other misuse. Such technical and organisational measures will include, at a minimum, compliance with Customer’s policies as supplied and notified to Revitalise Technology from time to time;
b) to ensure that Revitalise Technology limits the access of Personal Data solely to those persons who need to know that information in order for Revitalise Technology to perform its obligations under these Conditions, and ensure that only persons authorised by Revitalise Technology have access to Personal Data;
c) to ensure the reliability of the persons who will be approved by Revitalise Technology to have access to any Personal Data;
d) to use the Personal Data obtained in connection with the obligations contemplated by these Conditions only for the purposes of performing Revitalise Technology ’s obligations under these Conditions;
e) to comply with the express lawful and reasonable instructions or reasonable directions of the Customer from time to time in connection with the use of such Personal Data and the requirements of the Data Protection Laws and such Personal Data shall be treated as confidential information of the Customer or its affiliates for the purposes of these Conditions;
f) to allow the Customer a general right of audit and access to Revitalise Technology ’s offices, employees and systems and to provide such information as is reasonably required by the Customer to verify Revitalise Technology’s compliance with its obligations under these Conditions; and
g) to not subcontract any of the obligations of Revitalise Technology under these Conditions or transfer any Personal Data to a recipient outside the European Economic Area without the express written consent in advance of the Customer.
34.2. Revitalise Technology hereby agrees to indemnify, defend, and hold the Customer harmless from and against any claims, demands, losses, liabilities, damages, costs, and expenses (including, but not limited to, reasonable attorneys’ fees) arising from or related to any violation by Revitalise Technology or its agents, employees, or subcontractors of the Privacy and Security Provisions set forth above.