Terms & Conditions
The Customer's attention is specifically drawn to the terms of clause 12.
1.1. Defined Terms: The definitions below apply to these Conditions:
Business Day: Refers to a day when banks in the United Kingdom are open for business, excluding Saturdays, Sundays, and UK public holidays.
• Commencement Date: As defined in clause 2.2 of the Agreement.
• Conditions: These terms and conditions are occasionally subject to updates as per clause 2.7.
• Contract: The Agreement establishes the terms and conditions for the Supplier's supply of goods and/or services to the Customer.
• Customer: The individual or business that pays the Supplier for the Products and/or Services.
• Deliverables: The products included in the Order.
• Delivery Location: As defined in clause 4.2 of the Agreement.
• E-Delivery: Refers to software or a license key delivered via email without any physical form.
• Force Majeure Event: Carries the meaning stated in clause 15 of the Agreement.
• Goods: The items included in the Order, either in whole or part.
• Goods Specification: The specification for the Products that the Customer and the Supplier may agree upon in writing through quotations, purchase orders, and/or order acceptance.
• Intellectual Property Rights: Refers to patents, rights to inventions, copyright, and related rights, trademarks, business names, and domain names, goodwill, the ability to sue for passing-off, rights to designs, database rights, and all other intellectual property rights, whether registered or unregistered, including applications and rights to apply for and be granted renewals.
• Order: The Customer's written acceptance of the Supplier's quotation or, if applicable, the Customer's purchase order form, which details the Customer's request for the provision of Goods and/or Services.
• Services: Refers to the services the Supplier provides to the Client, along with the deliverables, as specified in the Service Specification.
• Service Specification: The written description or specification of the Services the Supplier provides to the Client.
• Supplier: Multiple Networks LTD., a registered entity in London, UK, with Registration # 12971820.
• Supplier Materials: As defined in clause 8.1 (g) of the Agreement.
• Customer Default: Carries the connotation described in clause 8.2 of the Agreement.
1.2. Construction. The following guidelines apply to these Conditions:
• The term "person" includes natural persons, corporate bodies, or unincorporated bodies, whether or not they have a separate legal personality.
• When referring to a party, it includes their personal representatives, successors, or authorized assigns.
• Any mention of a law or statutory provision refers to it in its most recent revised or reenacted form. Any subsidiary legislation passed per a statute or statutory provision, whether amended or reenacted, is referred to by its reference.
• The term "writing" includes faxes and emails. Any sentence introduced by the phrases "including," "have," "in particular," or any similar expression is to be understood as illustrative and shall not limit the interpretation of the words preceding those terms.
2. Contractual Grounds:
2.1. The Order constitutes a customer's proposal to purchase products and/or services under these conditions.
2.2. The Contract will come into effect only when the Supplier issues a written acceptance of the Order, marking the Commencement Date.
2.3. The entire agreement between the parties is documented in the Contract. The Customer acknowledges that it has not relied on any representations, assurances, guarantees, or warranties not explicitly included in the Contract and made by or on behalf of the Supplier.
2.4. Any samples, drawings, descriptive materials, or advertising provided by the Supplier, as well as any descriptions of the Goods, illustrations, or descriptions of the Services on the Supplier's website, are intended solely to provide a general understanding of the Services and Goods and are not considered part of the Agreement or have any legal effect.
2.5. The Contract is exclusively governed by the provisions of this clause, and all additional terms sought to be imposed or integrated by the Customer or implied by trade, custom, practice, or course of business are now excluded.
2.6. Unless explicitly stated as an offer and subject to stock availability, any quotation provided by the Supplier shall only be valid for the Business Day on which it is made.
2.7. All these conditions shall apply to the supply of goods and services, except where they are specifically applied to one or the other state.
3.1. The specific details of the Goods can be found in the provided quotation, Order, or Goods Specification.
3.2. The Supplier reserves the right to modify the Products Specification if required to comply with any relevant statutory or regulatory requirements.
4. Transfer of Goods
4.1. For each shipment of Goods, the Supplier ensures the inclusion of a delivery note containing vital details such as the Order date, relevant Customer and Supplier reference numbers, type and quantity of the Goods (including the Goods' code number, where applicable), and any special storage instructions, if applicable.
4.2. The Supplier will deliver the Products once they become available and may do so at any time following the Supplier's notification to the Customer. The delivery will occur at the specified Delivery Location in the Order or any other location agreed upon by both parties.
4.3. Delivery of the Goods is considered complete upon arrival at the designated delivery location.
4.4. The Customer must inspect the Items within 48 hours after the completion of delivery. Within the same timeframe, the Customer must promptly report any issues with the delivered Goods to the Supplier, such as incorrect quantity, faulty items, non-compliance with specifications, or visible damage upon delivery. Returns will be accepted following our return policy, provided all specific requirements are followed and necessary written notification is given to the courier for visibly damaged goods during receipt.
4.5. Any delivery dates provided for the Goods are estimates, and time is not considered critical. The Supplier will not be held responsible for delivery delays caused by Force Majeure Events or due to the Customer's failure to provide adequate delivery instructions or other essential instructions related to the provision of the Goods.
4.6. If the Supplier cannot deliver the Products, its liability shall be limited to the costs and expenses paid by the Customer in locating comparable replacement goods in the least expensive market, minus the Price of the Goods. The Supplier will not be held liable for delivery failures caused by a Force Majeure Event or due to the Customer's failure to provide necessary delivery instructions or other pertinent instructions related to the supply of the Goods.
4.7. The Supplier will make a maximum of two delivery attempts over 5 Business Days.
4.8. If the Customer fails to accept or take delivery of the Products within 5 Business Days of receiving notification from the Supplier that the Goods are ready, then, except in the case of Force Majeure Events or the Supplier's breach of its obligations under the Contract concerning the Goods:
• The Supplier will store the Goods until delivery takes place and charge the Customer for all associated costs, warehouse charges, and expenses.
• Delivery of the Goods shall be deemed to have occurred at 9:00 am on the first Business Day following the day the Supplier notified the Customer that the Goods were ready (including insurance).
4.9. If the Customer fails to accept delivery within 5 Business Days of the Supplier's notification, the Supplier may resell, return to the Manufacturer, or dispose of the Goods, as applicable. After deducting reasonable costs for storage, selling, delivery, postage, restocking, and administration, the Supplier will account for any excess amount over the Price of the Goods to the Customer or charge the Customer for any shortfall.
4.10. If the Supplier delivers more or fewer Goods than the Customer ordered, the Customer cannot reject them. However, if the Customer notifies the Supplier of the discrepancy in the quantity of Goods delivered, a pro-rata adjustment will be made to the order invoice.
4.11. The Supplier can supply the Goods in installments, each requiring separate invoicing and payment. Each installment will be treated as a separate contract, and the Customer is not entitled to cancel any other installment or withhold payment for any delivered installment due to delay in delivery or defect in any installment.
5. Quality of Goods:
5.1. The Supplier ensures that the goods adhere to the Sale of Goods Act 1979 requirements. Specifically, the goods must:
• Be of satisfactory quality.
• Conform in all material respects to their description and applicable Goods Specification.
• Be free from material design, material, and quality flaws.
• Be suitable for any purpose specified by the Supplier.
5.2. If the Customer discovers that some or all of the goods do not meet the warranty stated in clause 5.1, the Customer must notify the Manufacturer in writing within a reasonable period. The Customer should contact the Manufacturer directly to discuss fixing or replacing the defective goods. The Supplier must be given a reasonable opportunity to examine the goods, and if requested by the Supplier, the Customer should return the goods to the Supplier.
5.3. The Supplier will not be held liable if the products fail to meet the warranty outlined in clause 5.1 under the following circumstances:
• The defect arises from the Customer's failure to follow the Supplier's oral or written instructions regarding the storage, installation, commissioning, use, or maintenance of the Goods or (if there are none) good trade practices.
• The defect arises from the Supplier's adherence to any drawing, design, or Goods Specification supplied by the Customer.
• The Customer modifies the Goods in any way after giving notice as per clause 5.2.
5.4. Except as explicitly stated in this clause 5, the Supplier is not responsible for any failure of the Products to meet the warranty specified in clause 5.1.
5.5. Any repaired or replacement goods provided by the Supplier under section 5.2 shall be subject to the provisions of these Terms.
6. Title & Risk
6.1. Upon successful delivery, the Client will own the Items.
6.2. After the Supplier receives complete payment (in cash or cleared funds, including any interest and TAX) for the Goods for which payment has become due, title to the Goods will transfer to the Customer at that time.
6.3. The Customer must follow these obligations up until the title to the goods has passed to them: To ensure that the Goods are easily distinguishable as the Supplier's property, the Customer must:
- Store the Goods separately from all other goods held by the Customer;
- Not remove, deface, or obscure any identifying mark or packaging on or relating to the Goods;
- Not incorporate or affix the Goods to any other products, including software, ROM, RAM, hardware, or other media; and
- Keep the Goods in good condition and maintain insurance on the Sup for their total Price against all risks.
6.4. In cases where the Customer has been granted credit terms, the Customer may resell or use the Goods in the usual course of its business (but not otherwise) before the Supplier receives payment for the Products. But if the Customer sells the goods again before then:
The title to the Products will transfer from the Supplier to the Customer just before the moment the Customer resells them, and it does so as principal and not as the Supplier's agent.
6.5. Without limiting the Supplier's other rights or remedies, if any of the events specified in article 13.2 or failure to make payment for the goods following clause 9 occur before title to the goods passes to the Customer:
The Supplier may demand that the Customer deliver all Goods that have not been resold or irrevocably incorporated into another product. Suppose the Customer fails to do so promptly. In that case, the Supplier may enter any premises of the Customer or any third party where the Goods are stored to recover them, including dismantling any product.
7. Supply of Services:
7.1. The Supplier must carry out the Services for the Customer in all essential aspects specified in the Service Specification.
7.2. The Supplier will exert its best efforts to provide the Services by the dates indicated in the Order. However, it's important to note that these dates are merely estimates, and there is no strict deadline for completing the Services.
7.3. The Supplier reserves the right to implement any changes to the Services that may be necessary to comply with relevant legislation or safety requirements. Such changes, provided they do not significantly alter the nature or quality of the Services, will be communicated to the Customer in advance.
7.4. The Supplier assures that the Services will be delivered to the Customer with reasonable care and skill.
8. Customer’s Obligations:
8.1. The Customer's responsibilities are as follows:
• Confirming the accuracy and completeness of the terms stated in the Order and the Products Specification (if provided by the Customer).
• Collaborating with the Supplier to address any issues related to the Services.
• Granting access to the Supplier, its employees, agents, consultants, and subcontractors to the Customer's property, office space, and other facilities as reasonably required to provide the Services.
• Ensuring that all information provided to the Supplier is truthful and relevant and providing the Supplier with the necessary information and materials to carry out the Services.
• Making necessary arrangements to deliver the Services on the Customer's property.
• Obtaining and maintaining all required licenses, approvals, and consents before the Services' commencement date.
• Safeguarding the Supplier's materials, tools, records, and other property ("Supplier Materials") at the Customer's expense, maintaining them in good condition until returned to the Supplier, and using or disposing of them only according to the Supplier's written instructions or authorization.
8.2. In the event of a Customer Default, which refers to the Customer's failure to fulfill any relevant obligation:
• The Supplier may suspend the performance of the Services until the Customer rectifies the Customer Default. The Supplier may also rely on the Customer Default to excuse its obligations to the extent that it hinders or delays the Supplier's performance.
• The Supplier shall not be held responsible for any costs or losses incurred by the Customer due to the Customer Default.
9. Payments & Charges:
9.1. The cost of the goods will be as indicated in the Order or, if no price quote is provided, as per the Supplier's current published price list on the delivery date. The cost excludes packaging, insurance, shipping, delivery, and handling of the goods, which the Customer must separately pay when purchasing the goods.
9.2. Services will be invoiced based on time and materials:
• The Supplier's standard daily fee rates, as stated in the quotation and Order, will determine the costs.
• Service rates may vary depending on the nature of the Services, and the fees provided in the quotation and Order are estimates.
• The Supplier's standard daily charge rates are based on a seven-hour workday from 9:00 am to 5:00 pm on Business Days.
• A minimum of half a day's worth of services (3.5 hours) will be charged. If Services continue on subsequent Business Days, each Business Day will incur a minimum fee of half a day. Additional time spent by the Supplier on the same Business Day will be charged to the nearest whole hour based on a proportion of the daily fee rate.
9.3. The Supplier reserves the right to adjust the delivery date(s), quantity(s), or price of ordered goods and issue notice to the Customer before delivery to reflect any increase in the cost of the Goods to the Supplier caused by factors beyond the Supplier's control (e.g., foreign exchange fluctuations, taxes, labor, and material costs).
9.4. Following clause 9.5, the Supplier shall invoice the Customer for the Items at the time of shipment or upon completion of delivery. After completing the Services, the Supplier will invoice the Customer for the Services.
9.5. The Supplier may invoice the Customer for certain Items upon receiving the Order and request immediate payment.
9.6. The Customer must pay each invoice presented by the Supplier within the specified credit terms, which will be the essence of the Contract.
9.7. The Supplier may, at its discretion, extend credit terms to the Customer based on credit checks and submitting a credit application form. The Supplier reserves the right to revoke credit if timely payments are not made.
9.8. Once the credit is extended, the Customer must pay all supplier invoices to a designated bank account within the specified credit terms, in full and clear.
9.9. The Supplier has the right to invoice the Customer in installments for Items delivered in installments. If payment is not received on time, exceeds the credit limit, or is received late, the Supplier may withhold or suspend delivery of the remaining installments of the Products.
9.10. The Customer is responsible for paying any applicable added TAX charges related to taxable supplies made by the Supplier under the Contract. Payment is due upon receipt of a valid TAX invoice from the Supplier.
9.11. If the Customer fails to make timely payments, they shall pay interest at 3% per year above the Bank of England's base rate from the due date until the late sum is paid, as per the Contract terms.
9.12. Except as law requires, the Customer must pay all amounts owing under the Contract without any setoff, counterclaim, deduction, or withholding. The Supplier may offset any amount owed to the Customer against any sum owed by the Supplier to the Customer without prejudice to its other rights and remedies.
10.1. The Supplier has the discretion to refund a customer for their purchased goods, subject to section 5. If the Supplier chooses to issue a refund, the following rules in clauses 10.2 and 10.3 shall apply.
10.2. In the case where the Products are usually held in stock by the Supplier or are sold from the store, the Supplier will provide a refund for the total value of the goods (excluding any delivery or other fees) less a £25 administration fee if the goods are still sealed. Suppose the goods have been opened but are in their original packaging and resalable condition. In that case, the Supplier may refund up to 80% of the value of the goods, considering the condition of the goods and packaging, as well as their resale value.
10.3. When the Customer orders goods on their behalf, and the Supplier does not typically keep them in stock, any reimbursement will be determined based on whether the goods are still sealed, in their original packing, and can be returned to the Supplier. The refund amount will be assessed accordingly.
11. Intellectual Property Rights:
11.1. All intellectual property rights related to, resulting from, or associated with the Services shall be exclusively owned by the Supplier.
11.2. The Customer acknowledges that any utilization of intellectual property rights owned by third parties in connection with the Services is subject to the Supplier obtaining a signed license from the relevant licensor, permitting the Supplier to grant the Customer access to those rights.
11.3. The Provider retains full ownership of all materials provided in the Services context.
12.1. Any confidential technical or commercial know-how, specifications, inventions, processes, or initiatives that have been disclosed by one party (the disclosing party) to the other party (the receiving party), along with any additional confidential information about the disclosing party's business, products, and services that the receiving party may come across, must be treated with the utmost confidentiality. The receiving party shall ensure that its employees, agents, and subcontractors who require access to such confidential information to fulfill their contractual obligations are bound by the same confidentiality obligations as if they were a party to the Contract. However, the receiving party may disclose such confidential information of the disclosing party following the Contract's terms or if required by law.
13. Limitation of Liability: The Customer’s Attention Is Particularly Drawn to This Closure:
13.1. These Terms shall not limit or affect the Supplier's responsibility in cases of death or personal injury resulting from its negligence or the negligence of its employees, agents, or subcontractors; fraud or fraudulent misrepresentation; breach of the terms implied by sections 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); violation of the terms implied by sections 12 of the Sale of Goods Act 1979 (title and quiet possession); or defective goods as defined by the Consumer Protection Act of 1987.
13.2. If clause 13.1 applies:
• The Supplier shall not be liable to the Customer, whether in Contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit or any indirect or consequential loss arising under or in connection with the Contract. The Supplier's total liability to the Customer for all other losses arising under or in connection with the Contract, whether in Contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the Price amount.
13.3. The provisions referred to in sections 13 through 15 of the Sale of Goods Act 1979 and sections 3 through 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
13.4. This clause 12 shall remain in effect even if the Contract is terminated.
14.1. Either party may terminate the Contract immediately by providing written notice to the other party in the following circumstances:
• The other party commits a material breach of the Contract and fails to remedy the breach (if it can be fixed) within five days of receiving written notice to do so.
• The other party suspends or threatens to suspend the payment of its debts, becomes insolvent, initiates discussions regarding debt rescheduling, or enters into any compromise or arrangement with its creditors unless it is part of a solvent amalgamation or reconstruction plan.
• A winding-up petition, resolution, or order is issued against the other party (if it is a company), or bankruptcy proceedings are initiated against the other party (if it is an individual).
• The other party's assets are seized or taken into possession by a creditor or encumbrancer, and the attachment is not released within 14 days.
• An administrator is appointed or applied for concerning the other party (if it is a firm).
• The other party becomes eligible to appoint or has appointed an administrative receiver due to a qualifying charge over its assets.
• A receiver is appointed or gains the right to be named over the other party's assets.
• Any similar occurrence or action occurs in any jurisdiction affecting the other party as described in clauses 13.2 to 13.2(i).
• The other party ceases, threatens to end, or suspends its business operations.
• The Supplier reasonably believes that the Customer's financial position jeopardizes its ability to effectively perform its obligations under the Contract.
• The other party (if an individual) passes away, becomes a patient under any mental health law, or becomes incapable of managing their affairs due to disease or infirmity.
14.2. If the Customer fails to pay on time under the Contract, the Supplier may terminate the Contract by giving written notice without prejudice to any other rights or remedies available to the Supplier.
14.3. In case of non-payment, if the Customer experiences any events mentioned in clause 13.2, or if the Supplier has a good faith belief that such events are imminent, the Supplier may suspend the supply of Services or future deliveries of Goods under this Contract or any other contract with the Customer.
14.4. Upon termination of the Contract for any reason:
• The Customer must immediately settle all outstanding invoices and interest owed to the Supplier. For Services provided but not invoiced yet, the Supplier shall issue an invoice, and the Customer must pay it immediately upon receipt.
• The Customer shall return all Materials and Deliverables provided by the Supplier for which full payment has not been received. The Supplier may reclaim these items from the Customer's premises if necessary. Termination shall not affect the parties' accrued rights and remedies, including the right to seek damages for any pre-termination breaches, and any clauses expressly or implicitly surviving termination shall remain in effect. The Customer shall be solely responsible for the safekeeping of the Materials and Deliverables until they are returned and shall not use them for any purposes unrelated to the Contract.
15. Force Majeure:
15.1. In this Contract, a "Force Majeure Event" refers to circumstances beyond the Supplier's reasonable control. Such events may include accidents, burglaries, riots, war, civil disturbances, labor disputes (involving the Supplier's workforce or any other party), utility service or transportation network failure, acts of God, war, riots, civil unrest, and malicious damage.
15.2. If a Force Majeure Event occurs, causing the Supplier to delay or be unable to perform its obligations under this Contract, the Supplier shall not be liable to the Customer for such delays or failures.
15.3. If a Force Majeure Event prevents the Supplier from providing any of the Services and/or Products for a period exceeding two weeks, the Supplier reserves the right, without limiting any other rights or remedies, to terminate this Contract immediately by providing written notice to the Customer.
16.1. Dealings and Assignments:
• The Supplier retains the right to assign, transfer, mortgage, charge, subcontract, or otherwise deal with all or any of its rights under the Contract at any time. Additionally, the Supplier may subcontract or assign any portion of its obligations under the Contract to a third party.
• The Customer may not deal with its rights or obligations under the Contract in any manner, including assignment, transfer, charge, subcontract, declaration of trust, or otherwise, without the Supplier's prior written consent.
• All notices or communications concerning this Contract must be in writing and addressed to the respective party at its registered office (if a company), principal place of business (if not a company), or any other address specified in writing by that party.
• Notices may be delivered personally, sent by prepaid first-class mail, delivered by a next-working-day delivery service, faxed, or emailed.
• A notice or communication will be deemed received when delivered personally or on the second Business Day following mailing or commercial courier delivery. It will be considered received one Business Day after transmission for faxes or emails.
• Legal proceedings or documents served as part of a legal action are exempt from the notice, as mentioned in earlier rules.
• If any clause or part of a clause in the Contract is found invalid, unlawful, or unenforceable, it will be modified to the extent necessary to make it valid, lawful, and enforceable. The relevant provision or part-provision will be removed if modification is not feasible. The legality and enforceability of the remaining provisions will not be affected by such change or removal.
• The parties will negotiate in good faith to amend any provision or part-provision of the Contract that is unlawful, invalid, or unenforceable and, to the fullest extent possible, achieve the original provision's intended commercial effect.
• Any waiver of a right under the Contract or the law must be in writing to be effective and does not extend to future breaches or defaults. The failure or delay by either party in exercising a right or remedy granted by the Contract or by law does not constitute a waiver of that or any other rights or remedies, nor does it prevent or restrict that party from exercising those rights or remedies later on. The exercise of a right or remedy in full or in part will not preclude or limit the exercise of that right or remedy or any other rights or remedies.
16.5. No Agency or Cooperation:
• The Contract does not create a partnership or joint venture between the parties, nor does it establish any party as an agent of the other. No party can bind the other party or act as its agent.
16.6. Third-Party Rights:
• The provisions of the Contract are not enforceable by any third party who is not a party to the Contract.
• No modifications to the Contract, including new terms and conditions, will be valid unless agreed upon in writing and signed by a Director of the Supplier, except as otherwise provided in these Conditions.
16.8. Governing Law: • The law of England and Wales governs this Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation, including non-contractual disputes or claims.
• Each party agrees that any dispute or claim arising out of or in connection with this Contract or its subject matter or formation will be exclusively brought before the courts of England and Wales, including non-contractual disputes or claims.