Please read these Terms and Conditions carefully.

An offer from you to buy goods online from SystemActive Ltd is conclusive evidence of your acceptance of the Terms and Conditions set out below.

DEFINITIONS

a) The terms "we", "us", "our", and "ours" refer to SystemActive Ltd
b) The terms "you", "your", and "yours" refer to the Customer.
c) "Acceptance Document" means a document or other communication issued by us to indicate our acceptance under these Terms of your request for Products or Services.
d) "Agreement" means the legally binding contract which is made between you and us in respect of an Order.
e) "Customer" means the person, firm or corporation identified as such on a relevant Acceptance Document or in an Order.
f) "Delivery" means the process by which Products are transferred by us to you.
g) "SystemActive" means SystemActive Limited, registered in England number 04134644 and whose registered office is at Napier House, Crown Technical Centre, Burwash Road, Heathfield, East Sussex, TN21 8QZ.
h) "Order" means a request for specific Products and/or Services placed by you and accepted by us either by the delivery of Products or by the issue of an Acceptance Document.
i) "Products" means goods, including but not limited to, computer hardware and software items to be provided by us to you.
j) "Software products" means software, including but not limited to, physical packaged product, licenses, downloads, electronic software, key codes, activation keys, software services.
k) "Terms" means these standard contractual terms, as revised from time to time.
l) "Third Party Software" means all software owned by or licensed to the Customer from a third party owner (whether or not supplied by the Company) and which comprises part of the Products.

1. The Contract between us

1.1 Each order for goods submitted by you will be treated as an offer to buy them subject to these Terms and Conditions.
1.2 We must receive payment of the whole of the price, including delivery, for the goods that you offer to buy before your offer can be accepted. Once payment has been received by us we will confirm that your offer has been accepted by sending an e-mail to you at the e-mail address you provided in your order form. Our acceptance of your offer brings into existence a legally binding contract between us which is subject to these Terms and Conditions.
1.3 You are responsible for the selection, use and management of Products and the results obtained there from as well as the combination of such items with each other and any other equipment, programs or services. We will not be liable in respect of any loss or damage caused by or resulting from any variation for whatever reason in the manufacturer's specifications or technical data and will not be responsible for any loss or damage resulting from curtailment or cessation of supply following variation.
1.4 The terms, as revised from time to time, will remain in effect for all future orders.

2. Price

2.1 The prices payable for the goods that you order are as set out in our website.
2.2 You may be required to pay extra for delivery and it might not be possible for us to deliver to some locations. Our delivery charges are set out in our website.
2.3 We reserve the right to amend a mistake in pricing.

3. Non-acceptance of order or cancellation by us

3.1 We reserve the right not to accept your offer to buy or to cancel the contract between us if:

3.1.1 we have insufficient stock to deliver the goods you have ordered;
3.1.2 we do not deliver to your area; or
3.1.3 one or more of the goods you ordered was listed at an incorrect price due to a typographical error or an error in the pricing information received by us from our suppliers.

3.2 If we do not accept your offer to buy or we cancel your contract we will notify you by e-mail and will re-credit to your account any sum deducted by us from your credit card as soon as possible but in any event within 30 days of your order. We will not be obliged to offer any additional compensation for disappointment suffered.

4. Delivery of goods to you

4.1 We will deliver the goods ordered by you to the address you give us for delivery at the time you make your order.
4.2 Delivery will be made as soon as possible after your order is accepted and in any event within 30 days of your order.
4.3 If delivery cannot be made within 30 days of your order we will contact you to discuss alternative arrangements. You may cancel the contract if delivery is not made within 30 days of your order.
4.4 You will become the owner of the goods you have ordered when they have been delivered to the address nominated by you. Once goods have been delivered to that address they will be held at your own risk and we will not be liable for their loss or destruction.
4.5 You must check the packaging thoroughly for damage/quantity of boxes and sign the couriers receipt stating that there is damage or shortage if any is found. If you don't sign as 'unchecked' you shall forfeit your right to return the items due to damage/shortage in transit. You must keep any damaged packaging and contents for inspection.
4.6 If we cannot supply the Goods ordered by you, we reserve the right to offer alternative Goods of equal or superior quality. Any such changes will be detailed in the Order Confirmation. In such cases, if you do not wish to accept the alternative Goods offered, you may cancel the Order and require the refund of any money paid to us in respect of that Order, including carriage charges. This shall be your sole remedy.
4.7 We make every effort to supply the Goods as advertised but reserve the right to supply the Goods subject to minor variations in actual dimensions and specifications where these are changed by the manufacturer. Any such minor variation will not give you the right to cancel or rescind any Order or Contract made with us. Images of Goods are provided for illustrative purposes only and the actual Goods you receive may differ from the image displayed in the catalogue or on our website, especially with generic products.
4.8 You are required to be able to accept the Goods when they are ready for delivery within 9am to 5pm on a Working Day.
4.9 If you cannot accept delivery, we may re-arrange delivery provided that we reserve the right to charge you for any delivery costs incurred.
4.10 Any dates quoted for delivery of products are approximate only and may be delayed or postponed due to circumstances beyond our control. In no event shall we be liable for any damages or penalty for delays in delivery.

5. Liability

5.1 If the goods we deliver are not what you ordered or are damaged or defective or the delivery is of an incorrect quantity, we shall have no liability to you unless you sign the couriers receipt to that effect and notify us within 24 hours.
5.2 If you do not receive the goods ordered by you within 30 days of the date on which you ordered them, we shall have no liability to you unless you notify us in writing at our contact address of the problem within 40 days of the date on which you ordered the goods. If you notify a problem to us under this condition, our only obligation will be, at your option:

5.2.1 to make good any shortage or non-delivery;
5.2.2 to replace or repair any goods that are damaged or defective; or
5.2.3 to refund to you the amount paid by you for the goods in question in whatever way we choose.

5.3 Save as precluded by law, we will not be liable to you for any indirect or consequential loss, damage or expenses (including loss of profits, business or goodwill) howsoever arising out of any problem you notify to us under this condition and we shall have no liability to pay any money to you by way of compensation.
5.4 You must observe and comply with all applicable regulations and legislation, including obtaining all necessary customs, import or other permits to purchase the goods from our site. The importation or exportation of certain of our goods to you may be prohibited by certain national laws. We make no representation and accept no liability in respect of the export or import of the goods you purchase.
5.5 Notwithstanding the foregoing, nothing in these Terms and Conditions is intended to limit any right you may have as a consumer under applicable local law or other statutory rights that may not be excluded nor in any way to exclude or limit our liability to you for any death or personal injury resulting from our negligence.

6. Notice

6.1 Unless otherwise expressly stated in these Terms and Conditions, all notices from you to us must be in writing and sent to our contact address at Napier House, Crown Technical Centre, Burwash Road, Heathfield, East Sussex. TN21 8QZ, and all notices from us to you will be displayed on our website from time to time.

7. Events Beyond Our Control

7.1 We shall have no liability to you for any failure to deliver goods you have ordered or any delay in doing so or for any damage or defect to goods delivered that is caused by any event or circumstance beyond our reasonable control including, without limitation, strikes, lock-outs and other industrial disputes, breakdown of systems or network access, flood, fire, explosion or accident.

8. Intellectual Property Rights

8.1 Subject to any pre-existing rights of any third party, any and all intellectual property rights in or with respect to any process or system developed or provided by us to facilitate the fulfilment of our obligations to you under any agreement shall belong to and remain with us.
8.2 In the event that any claim is made against you by reason of any products or services supplied by us having infringed a patent, design registration, design right in original designs, moral right, copyright or any other intellectual property right effective in the United Kingdom, we shall indemnify and defend you and your employees against all loss, damages, costs, and expenses awarded against or agreed to be paid by you in settlement of the claim provided that you:-

8.2.1 promptly notify us in writing of any such claim; and
8.2.2 give us full control of any proceedings or notifications in connection with any such claim; and
8.2.3 except pursuant to a final award, undertake not to pay or accept any such claim, or compromise without consent, such consent not to be unreasonably withheld; and
8.2.4 undertake not to do anything which might vitiate any policy of insurance which you may have in relation to such infringement (this indemnity shall not apply to the extent that you recover any sums under such policy, which you shall use your best endeavours to do); and
8.2.5 without prejudice to any of your duties at common law, takes, at our expense, such steps as we may reasonably require to mitigate or reduce any loss, damages, costs or expenses for which we are liable to indemnify you under this clause.

8.3 We shall not be required to indemnify you, nor be held liable to any third party, for the infringement of any patent, design registration, design right in original designs, moral right, copyright or any other intellectual property right effective in the United Kingdom if this is caused by any default on your part.

9. Termination for Cause

9.1 Notwithstanding any provisions contained elsewhere in their terms or in any acceptance document, any or all agreements may be summarily terminated by written notice:

9.1.1 By us if you fail to pay any sums due hereunder by the due date;
9.1.2 By either party if the other is in breach of any provision hereunder and remains in breach thirty days after receipt of written notice, and a request to remedy, the breach;
9.1.3 By either party if the other ceases to trade, or make any voluntary arrangements with its creditors or becomes subject to an administration order or, being an individual or firm, becomes bankrupt or, being a company, goes into liquidation, other than for the purpose of amalgamation or reconstruction, or has a receiver or manager appointed over all or any part of its asset's or generally becomes unable to pay its debts within the meaning of current insolvency laws.

9.2 Any termination pursuant to this clause shall be without prejudice to any other rights or remedies either party may be entitled to hereunder or at law.

10. Liability for Loss and Damage

10.1 We shall not be liable for any loss or damage or for failure to perform our obligations hereunder if this arises as a result of a failure by you trying to fulfil any of your obligations hereunder.
10.2 We shall not be liable for any loss or damage or for failure to meet our obligations hereunder if this arises as a result of reliance upon any written information provided by you, or your authorised representative, if such information is inaccurate or incomplete, unless you advise us that this is the case at the time the information is provided.
10.3 You shall indemnify and defend us and our employees in respect of any claim by a third party which is occasioned by, arises from, any performance, or non-performance, by us pursuant to your instructions or authorised representative.
10.4 Neither party shall be liable to the other, whether in contract, tort, or otherwise, for any consequential or indirect loss or damage, howsoever arising, and of whatever nature, including, but not limited to, loss of profit or loss of contracts, suffered or incurred directly by either party except as otherwise provided in these terms.

11. Force Majeure

Neither party shall be responsible for failure to fulfil its obligations hereunder to the extent that this is due to acts of God, war, insurrection, government regulations, embargoes, strikes, labour disputes, illness, fire, explosion, flood, tempest, or any other cause beyond its reasonable control.

12. Errors and Omissions

12.1 We make every effort to ensure that all prices and descriptions quoted on our website are correct and accurate. In the case of a manifest error or omission, we will be entitled to rescind the contract, notwithstanding that we may already have accepted your Order and/or received payment from you. Our liability in that event will be limited to the return of any money that you have paid in respect of the Order.
12.2 In the case of a manifest error in relation to price, you will be entitled to purchase the Goods or Services by paying the difference between the quoted price and the correct price, as confirmed in writing by us after the manifest error has been discovered. A 'manifest error', as the term is used in this clause, means, in relation to an incorrect price, a price quoted in error by us which is more than 10% less than the price that would have been quoted had the mistake not been made.

13. Dispute Resolution

13.1 All disputes or questions of interpretation concerning products and services and relating to infringements or alleged infringements of any patent, design registration, design right in original designs, moral right, copy right or any other intellectual property right effective in the United Kingdom shall be submitted to the exclusive jurisdiction of the English courts.
13.2 All other disputes or questions of interpretations arising out of or relating to or in connection with any concluded or anticipated transactions to which these Terms apply, including any antecedent statements or representations, shall be referred to arbitration in the United Kingdom by a single arbitrator to be agreed between the parties. Alternatively, in default of agreement, within 14 days after either party has given to the other a written request to concur in the appointment of an arbitrator, an arbitrator is to be appointed on the request of either party by the President for the time being of the Law Society in accordance with the provisions of the Arbitrations Act 1950 and 1979. Such arbitrator shall be a practicing English or Scottish barrister with not less than ten (10) years qualified experience, and whose practice has afforded him or her relevant experience in the Information Technology industry.
13.3 The arbitrator shall have power to determine any issue as to his or her own jurisdiction, including any objections with respect to the existence or validity of this arbitration agreement. This arbitration clause shall therefore be treated as an agreement independent of the other terms of the contract. A decision by the arbitrator is null and void shall not result in the invalidity of the arbitration clause as a matter of law.
13.4 Any decisions of the arbitrator shall be binding on the parties hereto.

14. Warranty

14.1 SystemActive sell, license, distribute software products and hardware products with the benefit of the manufacturer's limited warranty.
14.2 Products are supplied in accordance with the manufacturer's standard specifications.
14.3 Warranties are offered by the manufacturer directly to the end user. Software and hardware terms and conditions are subject to the manufacturer terms and conditions.
14.4 If any hardware products should prove defective in materials or workmanship, such Products shall be replaced or repaired only in accordance with any warranty cover and terms, or any balance thereof, provided directly to the end user by the manufacturer of the Products with whom direct contact should be made in the event of a warranty claim. In the event of a software warranty claim direct contact should be made with the manufacturer of the software product.
14.5 Any warranty cover will be nullified in the event that any defect has been caused due to wilful or accidental damage, negligence, abnormal working conditions, misuse or unauthorised modification or repair of the Products.
14.6 Subject as may be expressly provided in these Terms, and except where the Customer is a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
14.7 Where the Products are sold under a consumer transaction, the statutory rights of the Customer are not affected by these Terms.

15. Returns

15.1 Return of any Products, whether correctly or incorrectly supplied, or whether faulty or damaged, may only be made with our prior written authorisation discretion.
15.2 We will normally only consider any request by you for a returns authorisation if this is made within thirty calendar days of the original date of the invoice.
15.3 Any returns authorisations given by us shall be valid for fourteen working days from the date of issue. Products which are the subject of a returns authorisation which has time expired may only be returned subject to the issue of a new returns authorisation which will be given at our absolute discretion.
15.4 We reserve the right to charge you for handling and administration in respect of any Products that are accepted for return which have been correctly supplied to you by us.
15.5 Return of software products that have been correctly supplied by us to you in accordance with your order will not normally be accepted.
15.6 Software cannot be accepted for return if the seal is broken, the wrapping of physical packaged product is opened or damaged, the box damaged, or software registered, activated or not returned in resaleable condition.
15.7 Returns of software, will not normally be accepted and will only cover manufacturer "current versions of product, unopened, not activated".
15.8 If the product being returned is a desktop, laptop, server or hardware system, it must be returned in its original packaging, complete and returned to its 'factory default' state before it is returned.
15.9 We reserve the right to refuse a request for return should our terms not be met.
15.10 All returns shall be governed by our current Returns Policy, as modified from time to time.

16. Governing Law

The contract between us shall be governed by and interpreted in accordance with English Law and the English Courts shall have jurisdiction to resolve any disputes between us.

17. Entire Agreement

These Terms and Conditions, together with our current website prices, delivery details, contact details and Privacy Policy, set out the whole of our agreement relating to the supply of the goods to you by us. Nothing said by any sales person on our behalf should be understood as a variation of these terms and conditions or as an authorised representation about the nature or quality of any goods offered for sale by us. Save for fraud or fraudulent misrepresentation, we shall have no liability for any such representation being untrue or misleading.