MC Ware Legal Information

Part 1 - Sale of Goods

The following terms and conditions in this Part 1 apply to the sale of Goods by MC Ware Limited

1. Formation of Contract

1.1 MC Ware Limited will sell and the Customer will buy the Goods in accordance with MC Ware Limited's written quotation (if accepted by the Customer) or the Customer's written order (if accepted by MC Ware Limited) subject in either case to these Terms. No order submitted by the Customer is deemed to be accepted by MC Ware Limited unless MC Ware Limited confirm this in writing.

2. Accuracy of Order

2.1 The Customer is responsible for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Customer.

3. Software

3.1 All software, whether supplied, installed or implemented is provided within the terms and conditions and licence of the software provider.

3.2 If the software comprised in the Goods is not owned by MC Ware Limited then the Customer will be required to enter into an end-user licence agreement with the owner of the software concerned.

3.3 If any software has to any extent been written or developed by MC Ware Limited then subject to clause

3.2 above, MC Ware Limited hereby grants a non-exclusive, non-transferable licence for the use of such software by the Customer for the duration of this Contract and all copies of such software are the property of MC Ware Limited and notwithstanding clause 5.1 no title or ownership thereof will be transferred to the Customer.

4. Delivery

4.1 Delivery of the Goods will take place by MC Ware Limited delivering the Goods to the place agreed in writing with the Customer.

4.2 Any dates and times quoted for delivery are estimates only and unless otherwise agreed in writing, delivery times are not of the essence of the contract. MC Ware Limited will not be liable for any loss or damage (howsoever arising) to the Customer should MC Ware Limited be unable to deliver the Goods within the quoted period.

4.3 MC Ware Limited is entitled to make partial deliveries by instalments and these Terms will apply to each partial delivery.

4.4 If the Goods are to be delivered in instalments, each delivery will constitute a separate contract and failure by MC Ware Limited to deliver any one or more instalments in accordance with these Terms will not entitle the Customer to treat the Contract as a whole as terminated.

5. Transfer of Property and Risk

5.1 Risk in respect of the Goods passes to the Customer at the time of delivery but the title in the Goods will not pass to the Customer until MC Ware Limited has received payment in full of the price of the Goods and all other goods agreed to be sold or services to be provided by MC Ware Limited to the Customer for which payment is then due.

5.2 Until title in the Goods has passed to the Customer, MC Ware Limited will be entitled at any time to require the Customer to deliver up the Goods to MC Ware Limited and, if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods.

5.3 Until title in the Goods has passed to the Customer, the Customer will hold the Goods as MC Ware Limited's fiduciary agent and bailee, will not dispose of the Goods and will keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as MC Ware Limited's property.

6. Installation

6.1 Where MC Ware Limited's written quotation for the sale of the Goods or the Customer's written order for the Goods (if accepted by MC Ware Limited) specifies installation of the Goods or MC Ware Limited otherwise undertakes any such installation then the Customer will complete all necessary works that may be required to receive the installation of the Goods including all necessary IT infrastructure and suitable electrical supply. If MC Ware Limited is prevented or delayed from carrying out the installation through no fault of MC Ware Limited then MC Ware Limited is entitled to charge the Customer at MC Ware Limited's then current prices for any additional works carried out by or on behalf of MC Ware Limited to enable it to complete the installation and/or for compensation for any losses or costs incurred by MC Ware Limited by reason of such delay.

7. Warranty

7.1 The Goods supplied hereunder are warranted to be free from defects in materials and workmanship for a period of 90 days from the date of delivery by MC Ware Limited. The Customer must within the said period of 90 days notify MC Ware Limited in writing of any such defects and permit MC Ware Limited to inspect the Goods as required by MC Ware Limited. If the Customer does not so notify then the Customer will not be entitled to reject the Goods and MC Ware Limited will have no liability for such defect.

7.2 The above warranty only applies where the Goods have been properly used in accordance with the relevant manufacturer's specifications and any instructions by MC Ware Limited and does not apply to any Goods that have been repaired or modified by anybody other than MC Ware Limited.

7.3 If a valid claim is notified under clause 7.2 above then MC Ware Limited may at its discretion repair or replace the Goods free of charge or refund the price of the Goods (or a proportionate part) in which case MC Ware Limited will have no further liability to the Customer.

Part 2 - Provision of Service Contract Maintenance Services

The following terms and conditions apply to the maintenance service described in the Scope of Service to be provided for the Equipment specified in the Scope of Service ("the Service Contract Maintenance")

1. MC Ware Limited Responsibilities

1.1 MC Ware Limited will, subject to these Terms, provide the Service Contract Maintenance in accordance with the terms of the Scope of Service.

1.2 MC Ware Limited will use its reasonable endeavours to respond to a valid Call within the response time set out in the Scope of Service.

1.3 MC Ware Limited will use its reasonable endeavours to rectify defects or malfunctions in the Equipment on the telephone or by use of remote access where provided by the Customer.

1.4 If a defect or malfunction in the Equipment cannot be resolved on the telephone or by remote access, MC Ware Limited will use its reasonable endeavours to visit the Installation Address within the response times set out in the Scope of Service.

1.5 When carrying out work in accordance with these Terms, MC Ware Limited will use its reasonable endeavours to return the Equipment to service and, subject to these Terms, reinstate the Customer's applications.

1.6 MC Ware Limited may at its discretion provide a permanent replacement part for the Equipment, either new or refurbished, and on exchange that part becomes the property of the Customer, and the faulty part replaced becomes the property of MC Ware Limited.

1.7 MC Ware Limited may repair the Equipment away from the Installation Address when it considers it necessary to do so.

1.8 MC Ware Limited may at its discretion, lend the Customer temporary replacement equipment (as compatible as may be available) while repairs are carried out. Equipment loaned to the Customer remains MC Ware Limited's property and will be returned to MC Ware Limited on demand. The Customer is entirely responsible for such equipment and will indemnify MC Ware Limited in respect of any loss or damage to that equipment.

1.9 MC Ware Limited may make use of new releases, patches and updates of Third Party Software to rectify known problems where this is permitted under the applicable software licence agreement.

1.10 Where MC Ware Limited is required to carry out or does carry out work that is subsequently found to be outside Service Contract Maintenance, MC Ware Limited will be entitled to charge for that work at MC Ware Limited's then current rates.

2. Term

2.1 Service Contract Maintenance will commence on the date set out in the Scope of Service and, subject to these Terms, continue unless and until either party serves at least one month's prior written notice of termination on the other expiring on the date of expiry of the Initial Term or any anniversary thereafter.

3. Period of Availability

3.1 MC Ware Limited will only provide Service Contract Maintenance during the Scheduled Service Hours. If the Customer requests MC Ware Limited to carry out any Service Contract Maintenance outside the Scheduled Service Hours then, MC Ware Limited will use its reasonable endeavours to comply with this request but will charge the Customer for such services at MC Ware Limited's then current rates.

3.2 The time taken by MC Ware Limited to respond to a Call will only be measured during the Scheduled Service Hours.

These terms and conditions apply to the sale, licence and maintenance (as applicable) by MC Ware Limited of any computer hardware or software or other similar or associated items or materials. These terms are divided into three parts; Sales, Service Contract Maintenance. The General Terms apply to all contracts of MC Ware Limited. The remaining terms apply depending upon the service to be provided by MC Ware Limited.

4. Customer Responsibilities

4.1 The Customer will keep the Equipment in the environmental conditions recommended by the Equipment manufacturer and ensure that the external surfaces, cables and fittings of the Equipment are kept clean and in good condition.

4.2 The Customer will ensure that the Equipment is only used by properly trained staff in accordance with the manufacturer's user instructions, current computing practice and instructions issued by MC Ware Limited from time to time.

4.3 The Customer will ensure that only personnel authorised by MC Ware Limited adjust, modify, configure, maintain, repair, replace or remove any part of the Equipment.

4.4 The Customer will maintain adequate records of the use, maintenance and malfunction of the Equipment and will provide MC Ware Limited with such information and assistance concerning the Equipment, its application, use, location and environment as MC Ware Limited may reasonably require to enable it to carry out the Service Contract Maintenance.

4.5 The Customer will immediately notify MC Ware Limited if there is any failure of the Equipment and will allow MC Ware Limited full and free access to the Equipment and all documentation, software, materials and services necessary for the provision of the Service Contract Maintenance.

4.6 The Customer will ensure that relevant trained and experienced staff are available when required by MC Ware Limited to provide MC Ware Limited with information required by MC Ware Limited to diagnose and/or repair the Equipment.

4.7 Where MC Ware Limited provides remote diagnostic services in respect of the Equipment, the Customer will put and keep in place a remote access link to the Equipment which is acceptable to MC Ware Limited.

4.8 The Customer must tell MC Ware Limited in writing immediately that the Equipment or any part of it is changed.

4.9 The Customer will notify MC Ware Limited of change in the location of any part of the Equipment. Whilst any Equipment is being moved, all MC Ware Limited's obligations to provide the Service Contract Maintenance will be suspended. The Service Contract Maintenance will be reinstated following re-installation of the Equipment provided that the Equipment has not been damaged or affected during the move.

4.11 Unless specifically included in the Scope of Service, the Customer is responsible for the cost of any Third Party Software upgrades which MC Ware Limited advise are required.

4.12 It is the Customer's sole responsibility, in a manner acceptable to MC Ware Limited, to operate and verify a proper back up routine, maintaining all back up copies in a secure environment such that they can and will be provided to MC Ware Limited when required.

4.13 The Customer undertakes to put and keep in place adequate security measures to protect the Equipment and any other software or data from viruses, harmful code or unauthorised access.

4.14 The Customer is solely responsible for any connection charges, line rental charges and call charges in relation to any Equipment.

5. Proactive Support Visits

5.1 During each consecutive 12 month period of the Service Contract Maintenance, MC Ware Limited will provide to the Customer the number of support visits specified in the Scope of Service during Normal Working Hours, the purpose of which is to provide general support in respect of the operation of the Service Contract Maintenance.

6. System Audit

6.1 MC Ware Limited will, as often as MC Ware Limited thinks necessary and (save in the event of an emergency) upon reasonable notice carry out a System Audit within MC Ware Limited's Normal Working Hours to confirm that, in MC Ware Limited's opinion, the Equipment is in reasonable operating condition.

7. Service Exclusions

7.1 The Service Contract Maintenance does not extend to:

7.1.1 Any Equipment not specified or included in the Scope of Service including any part of the Equipment which is in any way changed from that included in the Scope of Service;

7.1.2 any Equipment which was, in MC Ware Limited's reasonable opinion, operating in an unstable or unsuitable manner prior to the commencement of the Service Contract Maintenance;

7.1.3 any work arising as a result of any breach by the Customer of any of its obligations under these Terms;

7.1.4 any work arising from any incident, wilful act or any error or omission in the operation of the Equipment or any other cause (except for wear and tear) which is not due to the neglect or default of MC Ware Limited;

7.1.5 any failure or defect caused by hardware or software not covered by these Terms;

7.1.6 failures or defects due to manufacture or design defects over which MC Ware Limited has no control;

7.1.7 refurbishment or repair of casings or outer surfaces;

7.1.8 any work to accessories, alterations, attachments or any other equipment that is external to the Equipment not identified within the Scope of Service;

7.1.9 reinstatement of customised versions of the standard desktop operating system;

7.1.10 reinstatement of the Customer's software and data not identified within the Scope of Service;

7.1.11 any consultancy, training or software or hardware MC Ware Limited may provide;

7.1.12 integration of the Equipment or any part thereof with other systems;

7.1.13 cleansing of viruses and spyware, or resolving the consequences of security breaches and incompatibilities in hardware and/or software.

7.1.14 upgrading the Operating Platform to be able to operate the Customer's selected software applications;

7.1.15 consumable supplies or accessories such as magnetic media, batteries, print heads, toner cartridges, ink, paper, and any other items identified as consumable by the Equipment manufacturer, unless listed in the Scope of Service;

7.1.16 any Equipment in respect of which a notice has been served by MC Ware Limited under clauses 8 or 9;

7.1.17 any work arising by reason of any maintenance or repair work carried out in respect of the Equipment by a third party not previously approved in writing by MC Ware Limited;

7.1.18 in respect of any personal digital assistants or other mobile solutions comprised within the Equipment anything other than support of the Third Party Software to enable synchronisation to such server of the Customer as is specified in the Scope of Service.

8. Beyond Reasonable Repair

8.1 MC Ware Limited will give the Customer written notice if, in its reasonable opinion, the Equipment (or any part of it) is identified as "end of life", becomes beyond reasonable repair or spare parts become not readily available, or if faults and/or its condition are such that overhaul or replacement is necessary at which point any obligations of MC Ware Limited to provide the Service Contract Maintenance in respect of such equipment will be suspended. If the Customer declines to have the Equipment overhauled or replaced at its expense within thirty days of such notification, MC Ware Limited may on written notice exclude such equipment from this Contract and refund to the Customer by way of credit note a fair proportion of any Charges which have been paid by the Customer in respect of such equipment from the end of the notice period and will remove any loan equipment relating to the said equipment from the end of the notice period.

8.2 The provisions of clause 8.1 will apply equally in respect of any software included within the Equipment which, in the reasonable opinion of MC Ware Limited, is no longer economically viable to maintain or requires upgrading or updating.

9. Pre Inspection

9.1 Prior to commencement of the Service Contract Maintenance, MC Ware Limited may during Normal Working Hours inspect the Equipment, or any part of it, at the Installation Address to confirm that it is, in MC Ware Limited's reasonable opinion, in full working order in accordance with the manufacturer's requirements. If work is required to put the Equipment in such full working order MC Ware Limited will notify the Customer accordingly. If the Customer declines to have such work carried out at its expense within thirty days of such notification, MC Ware Limited may on written notice exclude such equipment from Service Contract Maintenance and will refund to the Customer by way of credit note a fair proportion of any Charges which have been paid by the Customer in respect of such equipment from the end of the notice period.

Part 3 - General Provisions

The following terms and conditions apply to all Equipment sold or to be sold and/or Software licensed or to be licensed and/or Service Contract Maintenance provided or to be provided to the Customer.

1. General

1.1 These Terms may only be amended, or varied with MC Ware Limited's agreement in writing. The parties agree that these Terms will prevail notwithstanding any conflicting or additional terms or any orders or other notifications submitted by the Customer.

1.2 Words of a technical nature used in these Terms will (unless inconsistent with the context) be construed in accordance with general trade use in the computer industry in the United Kingdom.

1.3 Headings in these Terms are for convenience only and have no effect on the interpretation.

1.4 Failure by either party to exercise or enforce any rights, or the giving of any forbearance, delay or indulgence, will not be construed as a waiver of its rights under these Terms or otherwise nor will any single or partial exercise thereof preclude any further or subsequent exercise.

'Notwithstanding delivery and the passing of risk, property in and title to the goods shall remain with the seller until the seller has received payment of the full price of (a) all Goods and/or Services the subject of the Contract and (b) all other goods and/or services supplied by the seller to the buyer under any contract whatsoever. Payment of the full price shall include, without limitation, the amount of any interest or other sum payable under the terms of this and all other contracts between the seller and the buyer.