TERMS AND CONDITIONS

1. Definitions

The Company means Mobile Content Management Solutions Limited. Registered number 5196800.
These conditions shall apply to and be incorporated into every agreement between The Company and any person, firm or company (“the Customer”) under which The Company supplies goods or services at the request of the Customer, unless specifically excluded.
These conditions shall supersede all earlier standard terms and conditions of sale of The Company.
These conditions shall take precedence over any of the conditions of the Customer and shall not be varied without the written consent of a Director of The Company.
The Equipment referred to shall include all goods, services, accessories, tools and fittings and all additions and renewals made to the Equipment with the consent of The Company.

2. General

All orders are accepted and goods supplied by The Company subject to the following express terms and conditions and (so far as permitted by statute) all other conditions, warranties and representations, express or implied and statutory or otherwise, except as to title, are hereby excluded. The Company reserves the right to change these Terms and Conditions at any time.

3. Orders

The Company reserves the right (without prejudice to any other remedy) to cancel any uncompleted order or to suspend delivery in the event of any of the Customer’s commitments with The Company not being met. If an order is cancelled by The Company in the aforementioned circumstances, or is cancelled by the Customer then the Customer shall indemnify The Company against all loss, cost (including the costs of all labour and materials used and overheads incurred), damages, charges and expenses arising out of the order and the cancellation thereof, (The Company giving credit for the value of any such materials sold or utilised for other purposes).
In the event of the Customer wishing to reschedule any order or part of an order, this can only be agreed by a duly authorised representative of The Company, and a minimum notice period of thirty days must be given for any reschedule to be considered.

4. Extra Cost

In the event of any suspension of work through the Customer’s instructions or lack of instructions, the contract price(s) shall be increased to cover any extra expense thereby incurred by The Company. This does not apply to Support Contracts.

5. Dispatch Dates

Any times quoted for dispatch shall be treated as an estimate only. Whilst every endeavour will be made to meet these estimated times for dispatch The Company shall not be liable for failures to dispatch within the time quoted. Any times quoted for dispatch are to date from the receipt by The Company of a written order to proceed and of all necessary information and drawings to enable the work to be put in hand. In all cases, whether a time for dispatch be quoted or not, the time for dispatch shall be extended by a reasonable period if delay in dispatch is caused by instructions, or lack of instructions, from the Customer or by industrial dispute or by any cause whatsoever beyond the reasonable control of The Company.

MCMS cannot guarantee delivery by the end of the Financial Year should the order be placed within 45 days of the end of the current Financial Year, as defined by HMRC (Her Majesty’s Revenue & Customs). Goods may be delivered after this date.

6. Storage

If The Company does not receive forwarding instructions to enable dispatch of the goods within fourteen days after the date of notification that they are ready for dispatch, the Customer shall take delivery or arrange the storage. If the Customer does not take delivery or arrange for storage, The Company shall be entitled to arrange storage either at its own works or elsewhere on behalf of the Customer and all charges for storage, insurance or for demurrage shall be payable by the Customer.

7. Carriage, Delivery, Risk and Title

The risk of loss and/or damage to the goods supplied by The Company shall pass to the Customer when they are delivered to the Customer or other person to whom The Company has been authorised by the Customer to deliver the goods whether expressly or by implication by the carrier at the destination specified by the Customer or otherwise and The Company shall not be liable for the safety of the goods thereafter (and accordingly the Customer should insure the goods thereafter against such risks as may be commercially prudent).
Any damage to the goods in transit should be notified to the carrier and The Company within two days of receipt. The packing and contents are to be held for inspection. If the goods are not received by the Customer within six days of date of invoice the carrier and The Company should at once be informed. Claims not made within the said period(s) will not be entertained.
Notwithstanding the provisions of paragraph (b) above, the legal and beneficial ownership of the goods shall remain with The Company (which reserves the right to dispose of them) until payment has been made in full and has been received by The Company in accordance within the relevant terms.
So long as The Company shall remain the owner of the goods the Customer shall store the same so that they are clearly identifiable as the goods of The Company and in particular will not remove from such goods any labels or other identifying marks placed thereon by The Company. If payment in full is not made in accordance with these conditions of sale The Company shall have the right (without prejudice to the obligation of the Customer to purchase the goods) to retake possession of the whole or any part of the goods and for that purpose to enter any premises occupied by the Customer and to sever the goods from anything to which they are attached without being liable for any damage caused thereby and without prejudice to any other remedy that may be available to The Company.
If the Customer (who as between itself and any third part sub-purchaser shall be deemed to act on its own account and not as an agent for The Company) shall sell the goods prior to making payment in full for them, the beneficial entitlement of The Company therein shall attach to the proceeds of such sale or to the claim for such proceeds and the Customer shall hold such proceeds of sale on separate account for The Company absolutely.

8. Payment

All accounts are strictly net and payable 30 days from the date of invoice unless explicitly stated otherwise in the relevant MCM Solutions Quotation document.
If any sum due is delayed The Company shall be entitled (without any prejudice to any other rights or remedies) to charge interest at 4% per month over the Lloyds Bank plc. base lending rate for the period that payment is delayed.
All costs and expenses reasonably incurred by The Company in recovering monies due to it will be charged to and be payable by the Customer.

9. Product Warranty

The Company will at its option repair or replace defects which under proper use appear in the goods within a period of 12 calendar months from delivery. Such warranty liability will be in lieu of any warranty or condition implied by law as to the quality or fitness for any particular purpose of the goods.
In the case of defects or faulty workmanship in products or any parts thereof supplied but not manufactured by The Company, the Customer shall not be entitled to receive any greater benefit hereunder than shall be received by The Company under any guarantee or warranty given to The Company by the manufacturers or suppliers thereof.
All returns for repair are subject to the extant returns procedure of The Company. Products returned for repair shall be subject to an evaluation charge of £250.00, which shall be discounted, should the MCM SOLUTIONS repair estimate be accepted and a Purchase order placed on the basis of the repair estimate.

10. Contingencies

The Company shall not be responsible for non-performance in whole or in part on its obligations nor under any liability to the Customer in respect thereof if such non-performance is due to act of God, war, insurrection, Government regulations, embargoes, strikes, labour disputes, illness, flood, fire, tempest or any other cause beyond the control of The Company.

11. Liability

Subject to clause 9 above, The Company will not (to the extent permitted by law) be liable for any loss or damage unless caused by the negligent act or default of The Company with a maximum liability of £500,000 per incident or series of connected incidents. The Company shall not in any event be liable for indirect or consequential loss.

12. Financial Conditions

If, in The Company’s judgement, the Customer’s financial condition does not justify the terms of payment specified, The Company may cancel any unfulfilled orders unless the Customer shall, upon written notice, immediately pay for any goods delivered or shall pay in advance for all goods ordered but not delivered or both at The Company’s option.

13. Assigns

The contract to which this document relates shall be binding upon and inure to the benefit of the successors and assigns of the entire business and goodwill of either The Company or the Customer or of that part of the business and goodwill of either used in the performance of such contract, but shall not be otherwise assignable.

14. Acceptance of Terms on the End-user Statement

The Customer must accept the terms detailed in the End-user Statement in order to purchase and use the solutions provided by The Company.

15. Legal Construction

These Conditions and the contract to which this document relates shall in all respects be construed and operate in accordance with English Law, and the parties hereby submit themselves to the jurisdiction of the English Courts.
Headings do not affect the interpretation of this agreement.

16. Copyright, Patents, Trade Marks and Intellectual Property Rights

Intellectual Property Policy Number: ISE00135284 – Unique Market Reference: B0618FB15A642A

The Customer acknowledges that rights in respect of trademarks, trade names, copyrights, patents and other intellectual property rights connected to the goods do not pass to the Customer.
The Customer agrees to indemnify The Company against all liabilities, costs and expenses which The Company may incur as a result of work done in accordance with the Customer’s specifications which involves infringement of any patent or other property right.

17. Software

The software licence thereby granted shall continue until or unless either party gives to the other party one months prior written notice of termination whereupon and before expiry of which the Customer has undertaken to either return or destroy the software as The Company shall direct PROVIDED THAT The Company shall exercise its right to terminate if continued use or possession of the software by the Customer infringes the developer’s third party rights or The Company is forced to do so by law.

The Company shall terminate the software licence forthwith if the Customer fails or has failed to comply with any terms and conditions herein contained including but not limited to breach of copyright, patent or confidentiality.
The Customer undertakes not to copy (other than for normal equipment operation), reproduce, translate, adapt, vary or modify the software, nor to communicate the same to any third party without The Company’s prior written consent.
The Customer uses any software at their own risk. The Company makes no warranties as to performance, merchantability, fitness for a particular purpose, or any other warranties whether expressed or implied. No oral or written communication from, or information provided by The Company shall create a warranty. Under no circumstances shall The Company be liable for direct, indirect, special, incidental or consequential damages resulting from the use, misuse, or inability to use any software, even if The Company has been advised of the possibility of such damages.
Where 3rd party software is provided, or embedded within The Company’s products The Company shall not be liable under any circumstances for any loss or damage caused to the Customers, or subsequent parties installations or business for the failure of that software outside of what would be provided by the original software suppliers warranty.
The Company does not accept liability for damage caused by or resulting from viruses or other malware that may have been transmitted during data recovery or escaped detection.

18. Trials

Free trials last for 30 days. Please note only 1 trial per person for each of our products.

19. Cancellations and Permanent Returns

Credit will not be issued on any goods returned without authorisation by The Company. A Customer Returns Note number must be obtained in advance. All such goods must be returned in packaging appropriate for their protection and be complete with all accessories, cables, manuals or other documentation. MCMS reserves the right to charge a restocking fee of up to 75% for the goods returned.
The Company reserves the right to charge the Customer where there are incomplete returns or the goods are damaged in any way.

20. Prices

Once The Company has accepted the Customer’s Purchase Order, then it is deemed that any Support price quoted is fixed for the duration of the support unless at the Customer’s specific request in writing for the terms of the support to be changed.
Without prejudice to the generality of the foregoing where a price is quoted and an order accepted for a product which is being imported from outside the United Kingdom, The Company reserves the right to increase the quoted price should the exchange rate vary by more than 2.5% from that in existence at the time the order was accepted.
Unless otherwise specifically stated, all prices are quoted on an “ex-works” basis exclusive of VAT, taxes, excises, delivery or other charges.

21. Suppliers

The Buyer hereby orders and the supplier, by accepting the purchase order, agrees that it will supply the Goods specified above upon and subject to these conditions which shall govern the Contract to the exclusion of any other terms and conditions, unless agreed in writing otherwise. The supplier agrees to supply software licenses any licensed software purchase, for the full term requested and for a further ten-year period beyond the buyer’s most recent purchase for.