1.1 In these terms and conditions:
“EXE” means Tithe10 Ltd (14473211);
“Customer” means the persons or entity purchasing from EXE;
“Client” means the persons or entity using services providedby EXE;
“Order” means an agreement with EXE whether it be goods orservices;
“Data Controller” has the same meaning as set out in the DataProtection Act 1998 and the General Data Protection Regulation;
“Data Processer” has the same meaning as set out in the DataProtection Act 1998 and the General Data Protection Regulation;
“Specifications” means the technical specifications anddescriptions of the Goods including design and physical composition;
“Legislation” means all legislation, laws, and regulationsapplicable to the Goods and/or Services;
“ITAD” means Information Technology Asset Disposal;
“RMA” means Return Merchandise Authorisation;
“RTB” means Return to Base;
“Date of Delivery” means the date on which the goods inquestions were delivered to the customer; verifiable by courier;
“Assets” means the assets to belonging to the Client;
“Goods” means the goods to be supplied by EXE to theCustomer;
“Services” means the services to be provided by EXE to theClient;
“Facility” means the location where EXE holds and/or treatsGoods;
“Party” means EXE and/or the Customer and/or the Client (asappropriate) and “Parties” shall mean both/all;
“VAT” means value added tax;
“Statement of Work” means the contractual agreement between EXEand the Client that details the services to be provided by EXE;
“Force Majeure” means an event that is beyond the control ofthe Parties, and which prevents compliance to these terms and conditions;
“Working Day” means a day other than Saturday or Sunday butshall exclude all United Kingdom Bank Holidays and Public Holidays;
“As Per Order” means the terms agreed between EXE and theCustomer/Client documented on an Invoice and/or Statement of Work.
1.2 These terms and conditions apply within and outside ofEngland and Wales, irrespective of the residence or domicile of the Parties toany Order/agreement(s) and irrespective of the place where theOrder/agreement(s) is formed or should have been enforced.
1.3 In these terms and conditions, unless the contextexplicitly otherwise requires:
1.3.1 the word ‘including’ shall be understood as meaning‘including without limitation.’
1.3.2 words used in the singular include the plural, theplural includes the singular, and the neuter gender includes the masculine andthe feminine;
1.3.3 the headings to the clauses are for information only anddo not affect the interpretation of this document.
1.4 If either Party inspects or could have inspected theseterms and conditions in a language other than English, and there is adifference of opinion about the interpretation of the text, the English versionshall prevail above the foreign language version unless EXE renounces thisexplicitly in writing.
2.1 All offers, estimates and quotations from EXE areentirely without obligation.
2.2 All statements provided by EXE in images, websites,publications, multimedia, folders, attachments, documentation or in any otherway must be regarded as approximation and provided without obligation.
2.3 All stock listings and email content created by EXEprovide an indication to the Goods on which Orders may be placed, however noOrder from the Customer shall be binding upon EXE unless it is confirmed by EXE.
2.4 EXE shall not be held liable for typographical errors onany invoices, company forms, written correspondence or on our website however EXEshall make every effort to ensure all information is correct.
2.5 Unless otherwise agreed in writing, EXE shall set aprice or rate in GBP (Pounds Sterling).
2.5.1 EXE may provide an exchange rate or currencyconversion on offers or in correspondence; this is intended for informationalpurposes only and is provided without obligation.
2.6 All amounts stated are exclusive of VAT which shall becharged at the prevailing rate upon invoice.
2.6.1 Those Goods that are sold under separate VAT schemeswill be stated accordingly and reflected upon invoice.
2.7 EXE retains the right to charge for collection and/orshipping costs.
2.8 The prices stated are based on various factorsincluding, but not limited to exchange rates, taxes, charges, shipping, etc.prevailing at that time.
3.1 All Orders determined with EXE shall only become bindingfor EXE after explicit written confirmation by EXE or because EXE has commencedperformance of the Order.
3.2 Any alterations or additions to Orders shall only becomebinding for EXE as far as they have been accepted by EXE and confirmed inwriting.
3.3 Only a Director of EXE and any person explicitlyauthorised by a Director of EXE for that purpose can conclude Orders on behalfof EXE.
3.4 Unless agreed explicitly otherwise in writing, EXE hasthe right at all times to arrange for part or all of the Order to be undertakenby third parties. In this case, these terms and conditions shall also work infavor of these third parties if necessary, on the condition that EXE authorisesthem. This does not create any obligations whatsoever to EXE.
3.5 EXE is free to choose whom it shall engage to supplyand/or provide Goods and/or Services to the Customer/Client. Unless agreedotherwise explicitly in writing, it is also free to choose to replace thisperson or persons and/or third party as it sees fit.
3.6 In the event that EXE supplies Goods to the Customer aspart of the Order and these Goods are the subject of licences granted to EXE bythird parties the Customer shall be subject to all of the provisions of thoselicences and shall indemnify EXE against all consequences from the use of thoseGoods that is in conflict with the provisions of those licences.
4.1 Upon agreement of an Order by both Parties, EXE willissue an invoice for the full amount payable.
4.2 All payment must be made in GBP (Pounds Sterling) unlessotherwise agreed in writing by EXE.
4.2.1 The amount payable may additionally be displayed inother currencies; this is for informational purposes only.
4.3 EXE reserves the right to withhold Goods until theinvoice has been paid in full.
4.4 All Goods remaining the property of EXE until theinvoice is paid in full.
5.1 EXE will not be in breach of these terms and conditionsor liable to the Customer/Client in any manner whatsoever for failure or delayin performing its obligations due to Force Majeure.
5.2 If either party is unable to adhere to its obligationsunder these terms and conditions due to Force Majeure, then it will give theother Party notice within ten working days of becoming aware of the ForceMajeure.
5.3 Neither Party will be entitled to payment from the otherParty in respect of additional costs incurred due to the Force Majeure.
6.1 EXE shall determine the method and means of transport ofGoods unless explicitly otherwise agreed in writing.
6.2 Upon receipt of the Goods the Customer must satisfyitself with the condition of the Goods.
6.2.1 By signing for the goods without lodging a protestagainst the proof of receipt, issued by EXE/the carrier, the other partydeclares that it has received the Goods in good condition.
6.2.2 If the Customer takes receipt of the Goods but failsto sign the proof of receipt issued by EXE/the carrier, the Customer declaresthat the Goods have been received in good condition.
6.2.3 Any damage or shortages must be explicitly reported inwriting to EXE within 48-hours of taking receipt of the Goods.
6.3 EXE shall aim to keep to estimated transportationtimescales wherever possible; if delays are incurred the Customer shall benotified as soon as possible.
6.3.1 EXE assumes no liability, nor does it create anyobligations to EXE if transportation is delayed or postponed.
7.1 Unless explicitly otherwise agreed in writing, EXEprovides warranty for the Goods it supplies.
7.1.1 Goods may also hold previous guarantees or warrantiesfrom manufacturers or other entities; this is not, in any way whatsoever,associated with EXE nor should it be confused with any warranty offered by EXE.
7.1.2 Warranty offered by EXE extends only to the originalCustomer.
7.2 EXE offer a fourteen-day (calendar days) RTB warranty onall Goods, unless explicitly otherwise agreed in writing, valid from theinitial Date of Delivery.
7.2.1 EXE may also offer extended warranty periods for anadditional fee, this is at the sole discretion of EXE; in this case the lengthof the warranty period will be clearly shown on the invoice.
7.3 Warranty provided by EXE shall cover all hardwarefunctionality and cosmetic condition of the Goods.
7.3.1 EXE shall, from time to time, supply Goods that arenot at a full working capacity and/or have missing and/or defective parts; thiswill be made explicitly clear by EXE to the Customer and a summary shown on aninvoice.
220.127.116.11 Warranty claims will be considered invalid andreturns immediately rejected if the Goods are As Per Order.
18.104.22.168 Warranty provided by EXE shall not cover faults ormalfunctions pertaining to software.
22.214.171.124 Warranty provided by EXE shall not coverincompatibility with other devices due to hardware and/or software, whetherthey be Goods supplied by EXE or otherwise.
7.3.2 During the warranty period, EXE will repair or replaceany defective parts to restore the product to its full working capacity.
7.3.3 Should the repair or replacement fail to restore fullfunctionality, it is at the discretion of EXE that a credit note be raised forthe full or partial value.
7.4 Shipping costs are not covered under warranty. TheCustomer is responsible for covering all costs associated with returning theGoods.
7.5 Claims made by the Customer regarding battery life willbe rejected if the battery holds for thirtyminutes or more when the device isin use.
7.6 EXE retain the right to reject any return and/or voidany warranty if there are indications of misuse and/or abuse or if anyone otherthan a EXE technician attempts to service the Goods without prior explicitwritten consent from EXE. This also includes any tampering or alteration of theGoods without prior explicit written consent from EXE.
7.7 EXE will not warrant any faults/issues/damages arisingfrom an act of God (lightning, flooding, etc.), electrical spikes or surges, orproblems arising out of hardware, software or additional devices added tocomplement any of the Goods from EXE.
7.8 EXE makes no other warranties, either express orimplied, including but not limited to implied warranties of merchantability,fitness for a particular purpose, or conformity to any representation ordescription.
8.1 Return Merchandise Authorisation (hereinafter referredto as: “RMA”) means the written permission from EXE to the Customer for Goodsto be returned by the Customer.
8.2 In order for Goods to be returned to EXE from theCustomer, the Customer must complete and submit a ‘Return MerchandiseAuthorisation’ form (hereinafter referred to as: “RMA form”) to EXE.
8.3 RMA forms that are incomplete and/or unreadable shallnot be accepted by EXE and EXE shall not in any way whatsoever be held liablefor this by and/or on behalf of the Customer.
8.4 It is at the discretion of EXE that an RMA will beapproved to the Customer.
8.5 When considering an RMA from the Customer, EXE mayrequest supporting evidence; failure to produce evidence may result inrejection of the RMA request.
8.6 If the Customer wishes to return Goods in relation toGoods supplied As Per Order due to an incorrect order and suchlike then thiscan only take place after the explicit approval of EXE and only by means of anRMA form and under the applicability of the RMA process.
8.7 Strictly only Goods approved for return by EXE may bereturned.
8.8 Returns will be rejected;
i. if the Goods are not returned in the same condition aswhich they were when dispatched by EXE;
ii. if the Goods are not packaged safely or if the method ofpackaging results or could have resulted in damage to the Goods;
iii. if the Customer does not fully complete the ReturnMerchandise Authorisation form and include a physical copy of this with thereturned Goods.
iv. the Goods are of the Specifications As Per Order.
8.9 If AC adapters/chargers were included in the originalorder, they must also be returned. A £20 per AC adapter/charger penalty will beapplied to any credit note(s) raised if they are not included with the return.
9.1 If the Customer/Client fails to comply with itsobligations with regard to one, multiple or all Goods and/or Services suppliedand/or provided by EXE, work undertaken and/or for any other reason, EXE hasthe right to suspend all or some of its obligations towards the Customer/Clientand/or to cancel/terminate the underlying agreement in full or in part without EXEbeing held liable in any way whatsoever by the other Parties.
9.2 EXE also has the right stated in 9.1 in the event thefollowing situations arise with regard to the other party; committing ofpunishable acts that affect the business relationship with EXE as well as thegood name and reputation of EXE, bankruptcy, suspension of payments,liquidation of legal form / business activities, seizure or, in the opinion of EXE,the threat of one or more of these situations. All claims by EXE against theCustomer/Client shall in that case become immediately due and payable withoutthe need for any breach notice and/or default notice being required.
9.3 If the Customer/Client wishes to terminate/cancel theOrder/agreement(s) it has concluded with EXE then EXE shall have the right todemand compliance with the concluded Order/agreement(s) or, at the discretionof EXE, the other party must pay cancellation/termination costs of at least 20%of the financial value of the agreement. EXE also has this right for thesituations stated in 9.1.
9.4 In all of the cases referred to in Article 9, EXE alsohas the right to recover from the other party all losses suffered or to besuffered by EXE and/or on its behalf in any way and/or in any form whatsoever.
9.5 In all of the cases referred to in Article 9 EXE cannotbe held liable in any way whatsoever by and/or on behalf of the other party forany direct or indirect consequences experienced as a result of any actions of EXEpursuant to this Article.
10.1 When engaging in Services with the Client;
10.1.1 EXE will bear the risk of loss or damage to theAssets during transportation and whilst the Assets are located at the Facility.
10.1.2 The Client will bear the risk of loss or damage tothe Assets while the Assets remain at the Client’s facilities or are beingtransported by the Client and/or the Client instructs a thirdparty to transportthe Assets.
10.1.3 The Client hereby warrants that it holds full titleto the Assets and that no third party has any interest in the Assets.
10.1.4 Title to the Assets will transfer to EXE upondelivery.
10.2 When supplying Goods to the Customer;
10.2.1 EXE will bear the risk of loss or damage to the Goodsduring transportation and whilst the Goods are located at the Facility.
10.2.2 The Customer will bear the risk of loss or damage tothe Goods while the Goods remain at the Customers’ facilities or are beingtransported by the Customer and/or the Customer instructs a third-party totransport the Goods.
10.2.3 Title to the Goods will transfer to the Customer uponfull payment of the invoice relating to the Goods in question.
11.1 All Parties will be individually responsible forcompliance with all relevant legislation relating to the storage and handlingof data.
11.2 The Client, as Data Controller has agreed for EXE to beit Data Processor and confirms that the Processing is conducted under theStatement of Work whilst also abiding to these terms and conditions.
12. Limitation of Liability
12.1 EXE shall not be held liable for any loss, eitherdirect or indirect, that is the result of failure of Goods and/or Servicesprovided by and/or on behalf of EXE unless this is the result of an intentionalact or gross negligence.
12.2 Insofar as the other Parties or a third party engagedby the other Parties is involved in the execution of a transaction between EXEand the other Parties on the basis of co-work and/or the provision ofassistance, EXE shall not in any form whatsoever be held liable for any damagecaused on the part of the other Parties and/or the third party that it engages;nor shall EXE be liable towards the other Parties’ ultimate client.
12.3 If for any reason EXE is held liable for compensation,the compensation owed shall always be limited to the original invoice amount(excluding VAT) in relation to the supplied goods.
12.4 A claim under these terms and conditions shall notsuspend the other Parties’ payment obligation to EXE.
13.1 If any of the provisions of these terms and conditionsbecome invalid or unenforceable for any reason by virtue of applicable law theremaining provisions shall continue in full force and effect and EXE willundertake to use all reasonable endeavours to replace any legally invalid orunenforceable provision with a provision which will promise to the Parties (asfar as practicable) the same results as were intended or contemplated by theoriginal provision.
14.1These terms and conditions and any non-contractual obligations arising out of or in connection with these terms and conditions shall be governed by and shall be interpreted in accordance with the laws of England and Wales.