"The Contract" means any contract for goods or services to which these terms and conditions apply.
"The Company" means Paradise Computing Ltd.
"The Client" means any other party to the contract.
"The Invoice" means any invoice issued by the Company to the Client in pursuance of the Contract.
"Commercial Software" means software developed by a manufacturer other than the Company for purposes of commercial supply.
"Bespoke Software" means software developed by the Company for the specific requirements of the Client.
"Goods" means any product supplied by the Company.
"Services" means professional services provided by Paradise staff or subcontractors for specification of bespoke software development or other professional statement of works.
These terms and conditions shall apply to any contract for the supply of Goods or Services by the Company to any other party unless expressly excluded by prior written agreement between the parties. No other terms or conditions shall apply unless otherwise agreed in writing between the parties.
3. BASIS OF THE SALE
The Company shall sell and the Client shall purchase Goods and Services in accordance with any quotation of the Company that is accepted by the Client or any order of the Client which is accepted by the Company subject to these conditions which shall govern the Contract.
The Company's employees or agents are not authorised to make any representations concerning the Goods/Services unless confirmed by the Company in writing. In entering into the Contract the Client acknowledges that it does not rely on and waives any claim for breach of any such representations which are not so confirmed.
Any advice or recommendation given by the Company, by its employees or agents, to the Client or its employees, is followed or acted upon entirely at the Client's own risk. Under no circumstances shall the Company be liable for any loss or damage arising from:
Failure of the Client to implement recommendations made by the Company.
The incapability or failure of the Client to comprehend or to implement efficiently the Company's instructions.
The Client shall be responsible to the Company for ensuring the accuracy of the items of any order and or statement of works.
The quantity, quality and description of the Goods and Services shall be those given in the Company's quotation (if accepted by the Client) or the Client's order (if accepted by the Company).
No order that has been accepted by the Company may be cancelled by the Client except with the agreement of the Company. The Client may be charged for any loss, costs, damages charges and expenses incurred by the Company as a result of the cancellation.
If work is suspended at the prior request of or delayed by the Client, the Company shall be entitled to:
Immediate payment for all work carried out and materials specially ordered.
Extend any agreed delivery date proportionate to the length of such delay.
Payment for any lost working time.
The Company shall, prior to the commencement of the development of bespoke software, provide the Client with a Statement of Works for the software. By not raising issues with this Statement of Works for the bespoke software the Client agrees that the Statement of Works is complete, accurate and in accordance with the Client's requirements and the Company shall not be liable for any omissions or inaccuracies in the Statement of Works which have not been reported by the Client to the Company.
The Company reserves the right to amend the Statement of Works after placement of order for the purposes of improving the deliverable and will notify the Client where this is necessary or desirable and of the reasons therefor.
The Company shall be entitled to assume that any person signing a delivery note in respect of any Goods delivered to the Client shall in fact have the authority to do so.
Any dates quoted for the delivery of the Goods or Services are approximate only and the Company shall not be liable for any delay in delivery of the Goods or Services howsoever caused.
4. TRAINING - BASIS OF SALE CONTINUED
The Company reserves the right to cancel a training course if it is unable to provide the service at the agreed time as a result of any unforeseen circumstances beyond the Company's reasonable control including but not limited to sickness or disability or an insufficient number of enrolled delegates to make the training classes viable. The Company shall rearrange the course or refund the amount paid by the Client for the training concerned. The Company shall not be liable for any loss or damage that arises as a result thereof.
5. PAYMENT GENERAL/SERVICES
An extra charge may be made for major corrections, amendments, and alterations in style, content or functionality of any work carried out that vary from the Statement of Works.
Completion of a Training Booking Form, Paradise Sales Order or receipt of a client’s Purchase Order constitutes agreement by the Client to pay in full for the goods or service.
All hardware to be paid in full, in advance of delivery.
Each time the Company has a requirement to invoice the Client an email will be sent to the email address the Company has listed as the primary accounts contact at the Client with a link to our administration area where the Client may register and download any invoices and statements relevant to the Client account.
If the Client fails to make full payment of an invoice by the invoice due date then the Company shall be entitled to cancel the contract or suspend any further deliveries of Goods or Services to the Client; and to charge the Client with all costs and expenses involved in collecting the overdue payment together with interest on the amount unpaid at the rate of 6% above HSBC bank base rate, a part month being treated as a full month, until the debt is paid in full.
6. PAYMENT TRAINING
All invoices for Training Services MUST be paid in advance of the date of the training course, unless the Client has purchased training in advance and training is deducted from their credit balance.
Training credits are valid for two years from the date of purchase.
The Client may cancel a training course reservation by notification to the Company prior to the commencement of the training course. If the Client does so, liability for payment in respect of that reservation shall be reduced to 50% of the full course fee or (if cancellation is notified more than five working days prior to commencement of the training course).
If the Client notifies the Company of a cancellation less than 5 working days before the commencement of the training course, the Company reserves the right to receive payment of the full course fee.
7. WARRANTIES AND LIABILITY
Where the Company does not manufacture the majority of goods or software being the subject of business between the Company and the Client, all warranties and liabilities for equipment or software supplied falls to the manufacture's or publisher's warranty.
While the Company shall obtain any hardware or commercial software for supply to the Client from a supplier believed by the Company to be reputable it gives no special warranty or guarantee in respect of such hardware or software.
Except in respect of personal injury caused by the Company's negligence the Company shall not be liable to the Client for any loss or damage, costs, expenses or other claims for consequential compensation whatsoever (whether caused by the negligence of the Company, its employees, agents or otherwise) which arise out of or in connection with any goods or services provided by the Company.
The Company shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of the Company's obligation in relation to goods or services if failure was due to any cause beyond the Company's reasonable control.
The Company reserves the right by giving notice to the Client at any time before delivery to increase the price of the goods to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company.
The prices quoted to the Client are exclusive of VAT and delivery costs.
Any special offer cannot be used in conjunction with any other discount or promotional offer.
9. PROPERTY, TITLE AND RISK
Property of any Goods the subject matter of the Contract shall not pass to the Client until payment in full has been received by the Company.
Where the Company is in possession of any property belonging to the Client, whether at the Client's or the Company's premises or in transit, or in the possession of a third-party for the purpose of repair or maintenance or for any other purpose, the risk shall always remain with the Client.
The Client undertakes to comply with any license requirements on software supplied by the Company, which are imposed by the Supplier or by any third party from whom the software has been originally licensed.
10. COPYRIGHT GENERAL/SERVICE
Copyright in bespoke software developed for the Client by the Company, whether stand-alone or running under a commercial software product, shall remain vested in the Company, including all programs, modules and machine-readable codes and any documentation pertaining thereto.
11. COPYRIGHT TRAINING
Copyright in all manuals, exercises, training materials, data, provided to the Client for training purposes whether documentary or on disk shall remain vested in the Company.
12. FORCE MAJEURE
The Company reserves the right to cancel, vary or suspend the operation of the Contract if events occur which are in the nature of force majeure including (without prejudice to the generality of the foregoing) fire, floods, storm, plant breakdown, strikes, lockouts, riot, hostilities, non-availability of materials or supplies or any other event outside the control of the Company; and the Company shall not be held liable for any breach of contract resulting from such events.
The law applicable to the Contract shall be the law of England and Wales.