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Terms and Conditions
Terms and conditions for the supply of goods and services
Application and entire agreement
1. These Terms and Conditions apply to the purchase of goods and/or the provision of the services detailed in our quotation (Goods/Services) by Cognition Secure Ltd a company registered in England and Wales under number 09139707 whose registered office is at Sugnall Business Centre, Sugnall, Stafford, Staffordshire, ST21 6NF (we or us) to the person buying the goods and/or services (you).
2. You are deemed to have accepted these Terms and Conditions when you return a signed copy of our Customer Account Application Form, or request an official quotation (whichever happens earlier) and these Terms and Conditions and our quotation (the Contract) are the entire agreement between us.
3. These Terms and Conditions and the quotation (together, the Contract) apply to the purchase and sale of any Goods and/or Services between us and you, to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
4. A “business day” means any day other than a Saturday, Sunday or bank holiday, and any reference to “regular business hours” denotes Monday to Friday, 9am – 6pm.
5. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
6. Words imparting the singular number shall include the plural and vice-versa.
7. The description of the Goods is set out in our sales documentation, unless expressly changed in our quotation. In accepting the quotation you acknowledge that you have not relied upon any statement, promise or other representations about the Goods by us. Descriptions of the Goods set out in our sales documentation are intended as a guide only.
8. We can make any changes to the specification of the Goods which are required to conform to any applicable safety or other statutory or regulatory requirements.
9. The price (Price) of the Goods is set out in our quotation current at the date of your order or such other price as we may agree in writing.
10. If the cost of the Goods to us increases due to any factor beyond our control including, but not limited to, material costs, labour costs, alteration of exchange rates or duties, or changes to delivery rates, we can increase the Price prior to delivery.
11. Any increase in the Price under the clause above will only take place after we have told you about it and a revised quotation will be issued to you.
12. You may be entitled to discounts. Any and all discounts will be at our discretion.
13. The Price is exclusive of fees for packaging and transportation / delivery.
14. The Price is exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
Cancellation and Alteration
15. Details of the Goods as described in the clause above (Goods) and set out in our sales documentation are subject to alteration without notice and are not a contractual offer to sell the Goods which is capable of acceptance.
16. The quotation (including any non-standard price negotiated in accordance with the clause on Price (above) is valid for a period of 15 days only from the date shown in it unless expressly withdrawn by us at an earlier time.
17. Either of us can cancel the order for any reason prior to your acceptance (or rejection) of the quotation.
Payment of Supply of Goods
18. We will invoice you for the Price either:
a. on or at any time after delivery of the Goods; or
b. where the Goods are to be collected by you or where you wrongfully do not take delivery of the Goods, at any time after we have notified you that the Goods are ready for collection or we have tried to deliver them.
19. You must pay the Price within 30 days of the date of our invoice or otherwise according to any credit terms agreed between us.
20. You must make payment even if delivery has not have taken place and / or that the title in the Goods has not passed to you.
21. If you do not pay within the period set out above, we will suspend any further deliveries to you and without limiting any of our other rights or remedies for statutory interest, charge you interest at the rate of 5% per annum above the base rate of the Bank of England from time to time on the amount outstanding until you pay in full.
22. Time for payment will be of the essence of the Contract between us and you.
23. All payments must be made in British Pounds unless otherwise agreed in writing between us.
24. Both parties must pay all amounts due under these Terms and Conditions in full without any deduction or withholding except as required by law and neither party is entitled to assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
25. We will arrange for the delivery of the Goods to the address specified in the quotation, or your order or to another location we agree in writing.
26. If you do not specify a delivery address or if we both agree, you must collect the Goods from our premises.
27. Subject to the specific terms of any special delivery service, delivery can take place at any time of the day and must be accepted at any time between 8 am to 8 pm.
28. If you do not take delivery of the Goods we may, at our discretion and without prejudice to any other rights:
a. arrange for the storage of the Goods and charge you for all associated costs and expenses including, but not limited to, transportation, storage and insurance; and / or
b. make arrangements for the redelivery of the Goods and will charge you for the costs of such redelivery; and/or
29. If redelivery is not possible as set out above, you must collect the Goods from our premises and will be notified of this. We can charge you for all associated costs including, but not limited to, storage and insurance.
30. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. We will not be liable for any delay in delivery of the Goods that is caused by a circumstance beyond our control or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
31. We can deliver the Goods by instalments (unless otherwise instructed by yourselves), which will be invoiced and paid for separately. Each instalment is a separate contract. Any delay in delivery or defect in an instalment will not entitle you to cancel any other instalment.
Inspection and acceptance of Goods
32. You must inspect the Goods on delivery or collection.
33. If you identify any damages or shortages, you must inform us in writing within 1 day of delivery, providing details.
34. Other than by agreement, we will only accept returned Goods if we are satisfied that those Goods are defective and if required, have carried out an inspection.
35. Subject to your compliance with this clause and/or our agreement, you may return the Goods and we will, as appropriate, repair, or replace, or refund the Goods or part of them.
36. We will be under no liability or further obligation in relation to the Goods if:
a. if you fail to provide notice as set above; and/or
b. you make any further use of such Goods after giving notice under the clause above relating to damages and shortages; and/or
c. the defect arises because you did not follow our oral or written instructions about the storage, commissioning, installation, use and maintenance of the Goods; and/or
d. the defect arises from normal wear and tear of the Goods; and/or
e. the defect arises from misuse or alteration of the Goods, negligence, wilful damage or any other act by you, your employees or agents or any third parties.
37. You bear the risk and cost of returning the Goods.
38. Acceptance of the Goods will be deemed to be upon inspection of them by you and in any event within 1 day after delivery.
Risk and title
39. The risk in the Goods will pass to you on completion of delivery, or when the Goods therein are transferred to the you, at which point the Goods are the buyers risk whether delivery has been completed or not.
40. Title to the Goods will not pass to you until we have received payment in full (in cash or cleared funds) for: (a) the Goods and/or (b) any Services that we have supplied to you in respect of which payment has become due.
41. Until title to the Goods has passed to you, you must (a) hold the Goods on a fiduciary basis as our bailee; and/or (b) store the goods separately and not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; and/or (c) keep the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.
42. As long as the Goods have not been resold, or irreversibly incorporated into another product, and without limiting any other right or remedy we may have, we can at any time ask you to deliver up the Goods and, if you fail to do so promptly, enter any of your premises or of any third party where the Goods are stored in order to recover them.
43. We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the respective quotation and ‘Statement of Works’ (SOW), including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.
44. We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the respective quotation and SOW; however, time shall not be of the essence in the performance of our obligations.
45. All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.
46. You must obtain any permissions, consents, licences or otherwise that we need and must give us with access to any and all relevant information, materials, properties and any other matters which we need to provide the Services.
47. If you do not comply with clause 10, we can terminate the Services.
48. We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations).
49. The fees (Fees) for the Services are set out in the quotation and are on a time and materials basis.
50. In addition to the Fees, we can recover from you a) reasonable incidental expenses including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, b) the cost of services provided by third parties and required by us for the performance of the Services, and c) the cost of any materials required for the provision of the Services.
51. You must pay us for any additional services provided by us that are not specified in the quotation in accordance with our then current, applicable daily rate in effect at the time of performance or such other rate as may be agreed between us. The provisions of clause 50 also apply to these additional services.
52. The Fees are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
Cancellation and amendment
53. We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have not started, within a period of 5 days from the date of the quotation, (unless the quotation has been withdrawn).
54. Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.
55. If you want to amend any details of the Services you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you.
56. If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party’s control), we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.
Payment for Provision of Services
57. We will invoice you for payment of the Fees either:
a. when we have completed the Services; or
b. on the invoice dates set out in the quotation.
58. You must pay the Fees due within 30 days of the date of our invoice or otherwise in accordance with any credit terms agreed between us.
59. Time for payment shall be of the essence of the Contract.
60. Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 5% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.
61. All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
62. If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you.
63. Receipts for payment will be issued by us only at your request.
64. All payments must be made in British Pounds unless otherwise agreed in writing between us.
Sub-Contracting and assignment
65. We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.
66. You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.
67. We can terminate the Sale of Goods and Services under the contract immediately if you:
a. commit a material breach of your obligations under these Terms and Conditions; or
b. fail to make pay any amount due under the Contract on the due date for payment; or
c. are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
d. enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
e. convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.
68. We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.
Liability and indemnity
69. Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this clause.
70. Subject to the clauses above on Inspection and Acceptance and Risk and Title, all warranties, conditions or other terms implied by statute or common law (save for those implied by Section
12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.
71. If we do not deliver the Goods, our liability is limited, subject to the clause below, to the costs and expenses incurred by you in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.
72. Our total liability will not, in any circumstances, exceed the total amount of the Price payable by you under the contract.
73. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:
a. any indirect, special or consequential loss, damage, costs, or expenses or;
b. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; or
c. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
d. any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or
e. any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.
74. You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.
75. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.
Circumstances beyond a party’s control
76. Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.
77. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
78. Notices shall be deemed to have been duly given:
a. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
b. when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
c. on the fifth business day following mailing, if mailed by national ordinary mail; or
d. on the tenth business day following mailing, if mailed by airmail.
79. Both parties are permitted to display each other’s corporate logo, and that of their respective end-customer and service provider on their respective websites.
80. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.
81. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.
82. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
Law and jurisdiction
83. These Terms and Conditions are governed by and interpreted according to English law. All disputes arising under these Terms and Conditions are subject to the exclusive jurisdiction of the English courts.
Website Terms & Conditions of Use
These terms and conditions apply between you, the User of this Website (including any sub-domains, unless expressly excluded by their own terms and conditions), and Cognition Secure Ltd, the owner and operator of this Website. Please read these terms and conditions carefully, as they affect your legal rights. Your agreement to comply with and be bound by these terms and conditions is deemed to occur upon your first use of the Website. If you do not agree to be bound by these terms and conditions, you should stop using the Website immediately.
In these terms and conditions, User or Users means any third party that accesses the Website and is not either (i) employed by Cognition Secure Ltd and acting in the course of their employment or (ii) engaged as a consultant or otherwise providing services to Cognition Secure Ltd and accessing the Website in connection with the provision of such services.
You must be at least 18 years of age to use this Website. By using the Website and agreeing to these terms and conditions, you represent and warrant that you are at least 18 years of age.
Intellectual property and acceptable use
1. All Content included on the Website, unless uploaded by Users, is the property of Cognition Secure Ltd, our affiliates or other relevant third parties. In these terms and conditions, Content means any text, graphics, images, audio, video, software, data compilations, page layout, underlying code and software and any other form of information capable of being stored in a computer that appears on or forms part of this Website, including any such content uploaded by Users. By continuing to use the Website you acknowledge that such Content is protected by copyright, trademarks, database rights and other intellectual property rights. Nothing on this site shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark, logo or service mark displayed on the site without the owner’s prior written permission
2. You may, for your own personal, non-commercial use only, do the following:
a. retrieve, display and view the Content on a computer screen
3. You must not otherwise reproduce, modify, copy, distribute or use for commercial purposes any Content without the written permission of Cognition Secure Ltd.
4. You acknowledge that you are responsible for any Content you may submit via the Website, including the legality, reliability, appropriateness, originality and copyright of any such Content. You may not upload to, distribute or otherwise publish through the Website any Content that (i) is confidential, proprietary, false, fraudulent, libellous, defamatory, obscene, threatening, invasive of privacy or publicity rights, infringing on intellectual property rights, abusive, illegal or otherwise objectionable; (ii) may constitute or encourage a criminal offence, violate the rights of any party or otherwise give rise to liability or violate any law; or (iii) may contain software viruses, political campaigning, chain letters, mass mailings, or any form of “spam.” You may not use a false email address or other identifying information, impersonate any person or entity or otherwise mislead as to the origin of any content. You may not upload commercial content onto the Website.
5. You represent and warrant that you own or otherwise control all the rights to the Content you post; that the Content is accurate; that use of the Content you supply does not violate any provision of these terms and conditions and will not cause injury to any person; and that you will indemnify Cognition Secure Ltd for all claims resulting from Content you supply.
6. You may not use the Website for any of the following purposes:
a. in any way which causes, or may cause, damage to the Website or interferes with any other person’s use or enjoyment of the Website;
b. in any way which is harmful, unlawful, illegal, abusive, harassing, threatening or otherwise objectionable or in breach of any applicable law, regulation, governmental order;
c. making, transmitting or storing electronic copies of Content protected by copyright without the permission of the owner.
7. You must ensure that the details provided by you on registration or at any time are correct and complete.
8. You must inform us immediately of any changes to the information that you provide when registering by updating your personal details to ensure we can communicate with you effectively.
9. We may suspend or cancel your registration with immediate effect for any reasonable purposes or if you breach these terms and conditions.
10. You may cancel your registration at any time by informing us in writing to the address at the end of these terms and conditions. If you do so, you must immediately stop using the Website. Cancellation or suspension of your registration does not affect any statutory rights.
Links to other websites
11. This Website may contain links to other sites. Unless expressly stated, these sites are not under the control of Cognition Secure Ltd or that of our affiliates.
12. We assume no responsibility for the content of such Websites and disclaim liability for any and all forms of loss or damage arising out of the use of them.
13. The inclusion of a link to another site on this Website does not imply any endorsement of the sites themselves or of those in control of them.
Availability of the Website and disclaimers
15. Any online facilities, tools, services or information that Cognition Secure Ltd makes available through the Website (the Service) is provided “as is” and on an “as available” basis. We give no warranty that the Service will be free of defects and/or faults. To the maximum extent permitted by the law, we provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality. Cognition Secure Ltd is under no obligation to update information on the Website.
16. Whilst Cognition Secure Ltd uses reasonable endeavours to ensure that the Website is secure and free of errors, viruses and other malware, we give no warranty or guaranty in that regard and all Users take responsibility for their own security, that of their personal details and their computers.
17. Cognition Secure Ltd accepts no liability for any disruption or non-availability of the Website.
18. Cognition Secure Ltd reserves the right to alter, suspend or discontinue any part (or the whole of) the Website including, but not limited to, any products and/or services available. These terms and conditions shall continue to apply to any modified version of the Website unless it is expressly stated otherwise.
Limitation of liability
19. Nothing in these terms and conditions will: (a) limit or exclude our or your liability for death or personal injury resulting from our or your negligence, as applicable; (b) limit or exclude our or your liability for fraud or fraudulent misrepresentation; or (c) limit or exclude any of our or your liabilities in any way that is not permitted under applicable law.
20. We will not be liable to you in respect of any losses arising out of events beyond our reasonable control.
21. To the maximum extent permitted by law, Cognition Secure Ltd accepts no liability for any of the following:
a. any business losses, such as loss of profits, income, revenue, anticipated savings, business, contracts, goodwill or commercial opportunities;
b. loss or corruption of any data, database or software;
c. any special, indirect or consequential loss or damage.
22. You may not transfer any of your rights under these terms and conditions to any other person. We may transfer our rights under these terms and conditions where we reasonably believe your rights will not be affected.
23. These terms and conditions may be varied by us from time to time. Such revised terms will apply to the Website from the date of publication. Users should check the terms and conditions regularly to ensure familiarity with the then current version.
25. The Contracts (Rights of Third Parties) Act 1999 shall not apply to these terms and conditions and no third party will have any right to enforce or rely on any provision of these terms and conditions.
26. If any court or competent authority finds that any provision of these terms and conditions (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of these terms and conditions will not be affected.
27. Unless otherwise agreed, no delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
28. These terms and conditions will be governed by and interpreted according to English law. All disputes arising under these terms and conditions will be subject to the exclusive jurisdiction of the English courts.
Cognition Secure Ltd details
29. Cognition Secure Ltd is a company incorporated in England and Wales with registered number 09139707 whose registered address is Sugnall Business Centre, Sugnall, Stafford, Staffordshire, ST21 6NF and it operates the Website cognitionsecure.com. The registered VAT number is GB 197057180.
You can contact Cognition Secure Ltd by email on [email protected].