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1.SCOPE & APPLICATION
1.1 These
conditions apply to all purchases of products (including, without
limitation, hardware and/or software) ("products") or services ("services")
which are sold through this website ("site") by:
(a) Us, the Seller, Keygold
Secure Limited, (registered in England under Company Number 06242230) having
a place of business at Keygold House, 10 Stoke Road, Walton on
Thames, Surrey, KT12 3DD, United Kingdom (references to "us", "we" or "our" being
construed accordingly) to
(b) you, the purchaser (references
to "you" or "your" being construed accordingly).
1.2 By placing an order on this
site you agree to abide by these conditions. If you are a 'consumer'
(purchasing outside the scope of your business), then these conditions
do not affect your statutory rights where these cannot be limited
or excluded by applicable law.
1.3 As a consumer, you will have
a legal "cooling off period" during which you may cancel
your order for any reason without penalty.
This period is:
1.3.1 For products: up to seven
(7) working days after the date of delivery of the products
1.3.2 For services: up to seven
(7) working days after the date of us accepting your order.
1.4 Such right to cancel:
1.4.1 Where you order services,
terminates if those services commence with your agreement before
the cooling off period expires.
1.4.2 Where you order software,
terminates if you unseal or use the software.
1.4.3 Does not apply to bespoke
or customised products made specifically to your order.
1.5 All cancellation notices
must be in writing (including email) and addressed: for the attention
of: General Manager, Keygold Secure Support, Keygold Secure Limited, Keygold
House, 10 Stoke Road, Walton on Thames, Surrey, KT12 3DD United
Kingdom Phone:
+ 44 ( 0 ) 845 634 1465 Email cancellation@keygoldsecure.com The
notice will be treated as given on the day it was delivered to
the above address (by hand); date of posting (if sent by post);
date of fax transmission (if sent by fax); date of email to the
above address.
1.6 If you exercise the above
right to cancel, you must take reasonable care of any product(s)
in your possession and (at your cost) either: return them to us
(or our authorised representatives) or make them available to be
collected (as requested). If you have paid in advance, you will
be refunded within 30 days of giving the cancellation notice.
1.7 This applies in addition
to any rights you have under the applicable returns policy on this
site and the conditions below. If you require more information
on your rights, you should contact customer support.
2. OFFER, ACKNOWLEDGMENT AND ACCEPTANCE
2.1 Any prices, quotations and
descriptions made or referred to on this Site are subject to availability,
do not constitute an offer and may be withdrawn or revised at any
time prior to our express acceptance of your order (as described
below).
2.2 While we make every effort
to ensure that items appearing on the Site are available, we cannot
guarantee that al items are in stock or immediately available when
you submit your order. We may reject your order (without liability)
if we are unable to process or fulfill it. If this is the case,
we will refund any prior payment that you have made for that item.
2.3 An order submitted by you
constitutes an offer by you to us to purchase Products or Services
on these Conditions and is subject to our subsequent acceptance.
2.4 Prior to such acceptance,
an automatic e-mail acknowledgement of your order may be generated.
Please note that any such automatic acknowledgement does not constitute
a formal acceptance of your order.
2.5 Our acceptance of your order
takes effect and the contract concluded at the point where such
offer is expressly accepted by us dispatching your order/commencing
Services and accepting your credit card or other payment ("Acceptance").
2.6 We may keep records of orders
received, acknowledgements, acceptances and other contract records
for a reasonable period after Acceptance. We may be able to provide
you with copies on written request; however you must make sure
you print a copy of all such documents and these Conditions for
your own records.
3. YOUR REPRESENTATIONS
3.1 You represent that information
provided by you when placing your order is up-to-date materially
accurate and is sufficient for us to fulfill your order. You also
represent that you have legal capacity to enter into a contract.
3.2 You are responsible for maintaining
and promptly updating your account information with us for accuracy
and completeness and keeping such information (and any passwords
given to you for the purposes of accessing the Site and/or purchasing
Products) secure against unauthorised access.
3.3 Unless agreed otherwise or
required by applicable law, any warranties provided in relation
to Products or Services only extend to you on the understanding
that you are a user and not a reseller of those Products or Services.
3.4 No warranty, commitment or
any other obligation should ever be assumed by you on our behalf
or on behalf of a Product manufacturer, licensor or supplier without
our express prior written consent.
4. PRICE AND TERMS OF PAYMENT (NOTE:
WE CANNOT CONFIRM PRICES PRIOR TO ACCEPTANCE OF YOUR ORDER)
4.1 Prices payable for Products
or Services are those in effect at the time of dispatch or delivery,
unless otherwise expressly agreed. Prices may be indicated on the
Site or an order acknowledgement but the authoritative price in
the event of any discrepancy, is the price that is notified to
you on our Acceptance.
4.2 Prices (unless stated otherwise)
are in the currency quoted on the Site and remain valid for 30
days.
4.3 We have the right at any
time prior to our Acceptance to withdraw any discount and/or to
revise prices to take into account increases in costs including
(without limitation) costs of any materials, carriage, labour or
the increase or imposition of any tax, duty or other levy and any
variation in exchange rates. We also reserve the right to notify
you of any mistakes in Product descriptions or errors in pricing
prior to product dispatch. In such event if you choose to continue
with fulfillment of the order, you acknowledge that the Product
or Service will be provided in accordance with such revised description
or corrected price.
4.4 The places that we deliver
to are listed on the Site ("Territory"). Unless otherwise
specified, prices quoted are
4.4.1 exclusive of the costs
of shipping or carriage to the agreed place of delivery within
the Territory (charges for which are stated on the Site); and
4.4.2 exclusive of VAT and any
other tax or duty which (where applicable) must be added to the
price payable; You agree to pay for shipping or carriage of Products
as such costs are specified by us at the point of purchase.
4.5 Payment shall be made prior
to delivery and by such methods as are indicated on the Site (and
not by any other means unless we have given our prior agreement).
4.6 Except as expressly provided
elsewhere in these Conditions or the Site, payment may be taken
in full notwithstanding any claim for short delivery or defects.
4.7 We will charge credit or
debit cards on dispatch of the Product or commencement of Services.
We reserve the right to verify credit or debit card payments prior
to Acceptance.
4.8 Where the payment is invoiced,
each invoice shall be due on and made in full within thirty (30)
days of the date of relevant invoice. If at any time you fail to
pay any amount due on the relevant due date, we may by notice declare
all invoiced amounts unpaid at that date to be immediately due
and payable.
4.9 No counterclaim or set-off
may be deducted from any payment due without our written consent.
We may also take action against you for the price of Products at
any time after payment has become due even though property in those
Products may not yet have passed to you.
4.10 Any extension of credit allowed to you may
be changed or withdrawn at any time. Interest shall be chargeable
on overdue amounts accruing on a daily basis at the maximum amount
permitted under applicable law from the due date for payment until
our receipt of the full amount (whether before or after judgement).
You shall indemnify us on demand against any out of pocket expenses
incurred in relation to recovery of any overdue amounts.
5. TERMINATION
5.1 If you commit an act of bankruptcy
or enter into a deed of arrangement with creditors or a court order
for winding-up is made against you or you take or suffer any similar
action in consequence of debt or we have cause to believe that
you are unable to pay your debts as they fall due; or you fail
to pay any amount by the due date or breach any of these Conditions
then, without prejudice to any of our other rights, we may:-
5.1.1 stop any Products in transit;
and/or
5.1.2 suspend further Product
deliveries; and/or
5.1.3 stop or suspend provision
of Services; and/or
5.1.4 by written notice to terminate
your order and all or any other contracts between us and you.
6. DELIVERY AND RISK
6.1 Delivery timescales/dates
specified on the Site, in any order acknowledgement, acceptance
or elsewhere are estimates only. While we endeavour to meet such
timescales or dates, we do not undertake to dispatch Products and/or
commence Services by a particular date or dates and shall not be
liable to you in respect of delays or failure to do so.
6.2 Delivery shall be to a valid
address within the Territory submitted by you and subject to Acceptance
("Delivery Address"). You must check the Delivery Address
on any acknowledgement or acceptance we provide and notify us without
delay of errors or omissions. We reserve the right to charge you
for any extra costs arising from changes you make to the Delivery
Address after you submit an order.
6.3 If you refuse or fail to
take delivery of Products provided in accordance with these Conditions,
any risk of loss or damage to the Products shall nonetheless pass
and without prejudice to any other rights or remedies we have:-
6.3.1 We shall be entitled to
immediate payment in full for the Products or Services delivered
and either to effect delivery by whatever means we consider appropriate
or to store Products at your risk;
6.3.2 You shall be liable pay
on demand all costs of Product storage and any additional costs
incurred as a result of such refusal or failure to take delivery;
6.3.3 We shall be entitled 30
days after the agreed date for delivery to dispose of Products
in such manner as we determine and may set off any proceeds of
sale against any sums due from you.
6.4 Except to the extent required
as a result of any mandatory rights you have as a consumer under
applicable law, you shall not be entitled to reject the Products
in whole or in part by reason of short delivery and shall pay in
full notwithstanding short delivery or non-delivery unless you
notify us in writing of any claim within 7 days of the latest of
the date of receipt of the relevant invoice or delivery whereupon
you shall pay for the quantity actually delivered.
6.5 Where we deliver Products
by installments, each installment constitutes a separate contract
and any defect in any one or more installments shall not entitle
you to repudiate the contract as a whole nor to cancel any subsequent
installment.
6.6 Save as otherwise provided
in these Conditions, risk of loss of or damage to the Products
passes to you on delivery or when placed in your possession or
that of any carrier or transport provided by you, whichever shall
occur first.
7. REJECTION, DAMAGE OR LOSS IN TRANSIT
7.1 You are responsible for checking
Products upon delivery and verifying that they are in satisfactory
condition, in accordance with their description and complete. You
may return purchased Products in accordance with these Conditions
or any applicable Returns Policy referred to on the Site.
7.2 Except as set out above or
under the applicable Returns Policy and subject to any rights you
have under applicable law that cannot be excluded or limited by
these Conditions:
7.2.1 we shall not be liable
and you shall not be entitled to reject Products or Services, except
for:
(a) damage to or loss of Products
or any part thereof in transit (where the Products are carried
by our own transport or by a carrier on our behalf) where notified
to us within 5 working days of receipt of the Products;
(b) defects in Products (not
being defects caused by any act, neglect or default on your part)
notified in writing to us within 30 days of receipt of the Products.
(c) defective performance of
Services (not being defects caused by any act, neglect or default
on your part) where notified in writing to us within 5 days of
such defect becoming apparent.
7.2.2 we shall not be liable
for any damage or losses arising from defective installation of
the Products; from the use of the Products in connection with other
defective, unsuitable or defectively installed equipment; your
negligence; improper use or use in any manner inconsistent with
the manufacturer's specifications or instructions.
7.2.3 where these is a shortage
or failure to deliver, or any defect in or damage to a Product
or Service, we may at our option:
(a) (in the case of Product shortage
or non-delivery) make good any such shortage or non-delivery and/or
(b) in the case of failure to
perform or defective performance of a Service, make good such failure
or defective performance; and/or
(c) in the case of damage or
any defect(s) in the Product and in accordance with any applicable
Returns Policy:
(i) Replace or repair the Product
upon you returning the Product; or;
(ii) Refund the price paid in
respect of any Products found to be damaged or defective.
8. SOFTWARE 8.1
Where any Product supplied is or includes software ("Software"),
this Software is licensed by us or by the relevant licensor/owner
subject to the relevant end-user license agreement or other licence
terms included with Software ("License Terms") and/or
the Product. In addition:
8.1.1 Such Software may not be
copied, adapted, translated, made available, distributed, varied,
modified, disassembled, decompiled, reverse engineered or combined
with any other software, save to the extent that
(i) this is permitted in the
License Terms, or
(ii) applicable law expressly
mandates such a right which cannot legally be excluded by contract.
8.1.2 Save to the extent provided
for in any applicable License Terms, your rights of return and/or
to a refund under these Conditions and any applicable Returns Policy
do not apply in the event that you open the Software shrink-wrap
and/or break the license seal and/or use the Software.
8.1.3 Except to the extent expressly
provided by us in writing or under relevant License Terms, Software
is provided 'as is' without any warranties, terms or conditions
as to quality, fitness for purpose, performance or correspondence
with description and we do not offer any warranties or guarantees
in relation to Software installation, configuration or error/defect
correction. You are advised to refer to any License Terms with
regards to determining your rights against a manufacturer, licensor
or supplier of the Software.
9. LIABILITY LIMITATION
9.1 TO THE MAXIMUM EXTENT LEGALLY
PERMITTED, OUR AGGREGATE LIABILITY (WHETHER FOR NEGLIGENCE, BREACH
OF CONTRACT, MISREPRESENTATION (EXCEPT, IF FRAUDULENT) OR OTHERWISE)
SHALL IN NO CIRCUMSTANCES EXCEED THE COST OF THE DEFECTIVE, DAMAGED
OR UNDELIVERED PRODUCTS OR SERVICES (DETERMINED BY NET PRICE INVOICED/CHARGED
TO YOU) IN RESPECT OF ANY SINGLE OCCURRENCE OR SERIES OF OCCURRENCES.
EVEN IF ADVISED OF THE SAME, WE SHALL NOT BE LIABLE FOR:
9.1.1 SPECIAL, PUNITIVE, INCIDENTAL,
INDIRECT, OR CONSEQUENTIAL DAMAGES; OR
9.1.2 YOUR INABILITY TO MAKE
ORDERS OR LOSS OF INCOME, REVENUE, PROFITS, CONTRACTS, DATA, GOODWILL
OR SAVINGS.
9.2 SUBJECT TO ANY EXPRESS PROVISIONS
TO THE CONTRARY SET OUT IN THESE CONDITIONS, ALL TERMS, CONDITIONS,
WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED BY STATUTE,
COMMON LAW OR OTHERWISE) ARE HEREBY EXCLUDED. WE SHALL NOT BE LIABLE
FOR ANY LOSS, DAMAGE OR INJURY WHETHER RESULTING FROM DEFECTIVE
MATERIAL, FAULTY WORKMANSHIP, OR OTHERWISE HOWSOEVER ARISING AND
WHETHER OR NOT CAUSED BY OUR (OR OUR EMPLOYEES' OR AGENTS' NEGLIGENCE)
EXCEPT TO THE EXTENT THAT APPLICABLE LAW PROHIBITS EXCLUSIONS OR
LIMITATIONS OF LIABILITY FOR INTENTIONAL TORTS OR GROSS NEGLIGENCE
OR OTHER 'WRONGS'.
9.3 WE DO NOT EXCLUDE LIABILITY
FOR
(1) DEATH OR PERSONAL INJURY
CAUSED BY OUR NEGLIGENCE (OR THAT OF OUR EMPLOYEES OR AUTHORISED
REPRESENTATIVES)
OR
(2) FRAUD. THE FOLLOWING ADDTIONAL
CONDITIONS APPLY TO 'CONSUMERS' (PURCHASING PRODUCTS OTHERWISE
THAN IN THE COURSE OF A BUSINESS):
9.4 NOTHING IN THESE CONDITIONS
SHALL OR BE CONSTRUED AS LIMITING OR EXCLUDING OUR LIABILITY OR
A MANUFACTURER'S, LICENSOR'S OR SUPPLIER'S LIABILITY TO YOU, WHERE
UNDER MANDATORY LAWS APPLICABLE IN YOUR TERRITORY, SUCH LIABILITY
CANNOT BE EXCLUDED OR LIMITED BY CONTRACT.
9.5 THESE CONDITIONS DO NOT AFFECT
YOUR STATUTORY RIGHTS UNDER APPLICABLE CONSUMER LAWS. YOU MAY ASSERT
SUCH RIGHTS AT YOUR DISCRETION.
10. RETENTION OF TITLE
10.1 Title to Products in any
one order shall not pass from us to you until payment in full of
the price in respect of such order (including any interest or other
payments due in respect of those Products). Until payment has been
made in full for any Products, you shall have possession of those
Products as our agent and shall (subject to the provisions of Condition
10.2 below) store the Products in such a way as to enable them
to be readily identified as our property, and keep proper and accurate
records to enable us to distinguish Products for which payment
has been made in full from those Products for which payment is
outstanding.
10.2 If you sell any Products,
to the fullest extent permitted by law, you shall hold (on a fiduciary
basis) all proceeds of such sales in trust for us and in a separate
account. You undertake immediately upon being so requested by us
to assign to us all rights in respect of those proceeds and that
separate account and/or all rights and claims which you may have
against any customers arising from such sales until payment is
made in full as aforesaid and not to assign such rights and claims
to any third party without our prior written consent.
10.3 We reserve the right (subject
to applicable law) to repossess any Products in respect of which
payment is overdue, declined or lapses and thereafter to re-sell
the same and for this purpose, you hereby grant us an irrevocable
right and licence to our servants and agents to enter upon your
premises during normal business hours. This Condition shall continue
in force notwithstanding termination of the contract howsoever
caused.
11. THIRD PARTY RIGHTS
11.1 You shall indemnify us against
any and all liabilities, claims and costs incurred by or made against
us as a direct or indirect result of us performing Services or
carrying out any work on or to the Products where this has been
done to your (or your representative's) specific requirements or
specifications causing an infringement or alleged infringement
of any proprietary rights of any third party.
11.2 To the fullest extent permitted
by law and save where expressly set out in any License Terms or
elsewhere, we shall have no liability to you in the event of the
Products or Services infringing or being alleged to infringe the
proprietary rights of any third party. In the event that the Products
are or may be the subject of patent, copyright, database right,
registered design, trade mark or other rights of any third party,
you should refer to the relevant terms of the Product manufacturer
and/or licensor/owner. We shall be obliged to transfer to you only
such right or title as we have.
12. WARRANTY
12.1 All Product specifications,
illustrations, drawings, particulars, dimensions, performance data
and other information on the Site or made available by us are intended
to represent no more than a general illustration of the Products
and do not constitute a warranty or representation by us that the
Products will conform with the same. You must refer to the manufacturer's
specifications or warranty documentation to determine your rights
and remedies in this regard.
12.2 You will have the benefit
of the manufacturer's, licensor's or supplier's warranty with the
Products supplied and should refer to the relevant documentation
supplied with the Product in this regard. (If applicable, a Returns
Policy may also set out procedures applicable to repairs or replacement
of defective Products delivered.)
12.3 Your rights of repair or
replacement of any Products or any part or parts thereof which
are found to be defective will (except where agreed otherwise)
be negated or rendered void where:
12.3.1 Products have been repaired
or altered by persons other than the manufacturer, us or any authorised
dealer; and/or
12.3.2 defective Product or Products
have not been returned together with full details in writing of
the alleged defects within 30 days from the date on which such
Products were delivered; and/or
12.3.3 defects are due (wholly
or partially) to mistreatment, improper use or storage or maintenance
or installation, or failure to observe any manufacturers' instructions
or other directions issued or made available by us in connection
with the delivered Products.
13. CONSENTS, CUSTOMS DUTIES & EXPORT
13.1 If any licence or consent
of any government or other authority is required for the acquisition,
carriage or use of the Products by you, you shall obtain such licence
or consent at your own expense and if necessary produce evidence
to us on demand. Failure so to do shall not entitle you to withhold
or delay payment of the price. Any additional expenses or charges
incurred by us resulting from such failure shall be met by you.
13.2 Products licensed or sold
to you under these Conditions may be subject to export control
laws and regulations in the Territory or other relevant jurisdiction
where you take delivery or use them. You shall be responsible for
complying with those laws and will not do anything to breach them.
13.3 Items entering the European
Economic Area (EEA) from outside over a certain value may be subject
to customs charges (e.g. where costs are in excess of your personal
import allowance). You may be subject to customs charges, import
duties and taxes, levied when the Product reaches your specified
destination. Any such additional charges for customs clearance
or import duties or taxes must be met by you, since we have no
control over what these charges are. You should contact the local
customs office in the relevant jurisdiction for further information
on customs policies or duties.
14. NOTICES
14.1 Any notice or other communications
in relation to our contract may be given by sending the same by
hand delivery, pre-paid post, fax or e-mail to the latest address
and contact that one party has notified in writing to the other.
This will also be the address for service of legal proceedings
in the manner prescribed by law. Except as set out above in relation
to cancellation of consumer orders, such notices or communications
(where properly addressed) shall be considered received:
14.1.1 In relation to hand delivery,
on the date of delivery at the relevant address (or, if this is
not a working date, the first working date thereafter);
14.1.2 If posted, 5 working days
after the date of posting;
14.1.3 If by fax, on the date
of the transmission as evidenced by a successful transmission contact
report (or, if this is not a working date, the first working date
thereafter).
14.1.4 If sent by email, on the
earliest of
(i) the email being acknowledged
by the recipient as received;
(ii) receipt by the sender of
an automated message indicating successful delivery or the email
having been opened; or
(iii) the expiry of 48 hours
after transmission, provided that the sender has not received notification
of unsuccessful transmission.
15. PERSONAL INFORMATION AND YOUR PRIVACY
15.1 We will observe applicable
data protection laws and will not use information that does or
can be used to personally identify you ("Personal Data")
you other than as set out in our Privacy Statement ("Privacy
Statement"). By submitting your Personal Data in relation
to your order, you consent to such Personal Data being processed
to fulfill your order and in accordance with such Privacy Statement.
15.2 In relation to security
of orders that you place with us:
15.2.1 Our secure-server software
encrypts all your Personal Data including credit or debit card
number and name and address. This means that the characters that
you enter are converted into pieces of code that are then securely
transmitted over the Internet.
15.2.2 If your bank or card issuer
holds you liable for the charges in relation to unauthorised use
of your debit or credit card, we will cover your liability up to £49.99
(UK sterling) provided that the unauthorised use of your credit
or debit card was not caused by your own fraud or negligence (or
someone acting with your authority).
16. GENERAL
16.1 You shall not assign, transfer,
charge or make over or purport to assign transfer charge to make
over your rights under these Conditions
16.2 We shall not be liable to
you nor held in breach of contract for any loss or damage which
may be suffered as a direct or indirect result of us being prevented,
hindered or delayed in the performance by reason of any circumstances
beyond our reasonable control including (but not limited to) any
act of God, war, riot, civil commotion, government action, explosion,
fire, flood, storm, accident, strike, lock-out, trade dispute or
labour disturbance, breakdown of plant or machinery, interruption
in the supply of power or materials and in such event we may elect
to cancel your order and refund any payments made.
16.3 You acknowledge that these
Conditions supersede and cancel all previous contracts, agreements
and working arrangements whether oral or written, express or implied,
between us. These Conditions prevail over any other terms or conditions
contained in or referred to elsewhere or implied by trade, custom
or course of dealing. Any purported terms or conditions to the
contrary are hereby excluded to the fullest extent legally permitted.
To the fullest extent permitted under applicable law, we reserve
the right to modify these Conditions without notice.
16.4 No relaxation, forbearance,
delay or indulgence by either you or us in enforcing any of these
Conditions or the granting of time by either party to the other
shall prejudice or restrict such rights and powers.
16.5 No waiver of any term or
condition of these Conditions shall be effective unless made in
writing and signed by us. The waiver of any breach of any Condition
shall not be construed as a waiver of any subsequent breach or
condition.
16.6 If for any reason we determine
or a court of competent jurisdiction finds that any provision or
portion of these Conditions to be illegal, unenforceable, or invalid
under applicable law in a particular jurisdiction:
16.6.1 these Conditions will
not be affected in other jurisdictions to the extent that such
determination or finding has no application; and
16.6.2 in the relevant jurisdiction,
the remainder of these Conditions (to the fullest extent permitted
by law) will continue in full force and effect.
17. GOVERNING LAW AND JURISDICTION
17.1 The construction validity
and performance of these Conditions shall be governed by English
Law and the parties submit to the exclusive jurisdiction of the
English Courts in London in the event of legal proceedings arising
from any dispute.
17.2 The language of any dispute
resolution procedure or any proceedings will be English.
17.3 The above Conditions 17.1
and 17.2 shall not apply to the extent that applicable law in your
country of residence requires application of another law and/or
jurisdiction and/or language and this cannot be excluded by contract.
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