Please read these Terms carefully, and make sure that you understand them, before ordering any products from our website. Please note that, before placing an order to buy products through our website, you will be asked to agree to these Terms. If you refuse to accept these Terms, you will not be able to place an order.
You acknowledge that, where we arrange for the sale to you by a third party of a licence to use a product, the relevant third party’s terms and conditions of sale will apply to that transaction. By submitting your order, you accept that third party’s terms and conditions.
These Terms were most recently updated on 28 October 2015.
1. Information about us and these Terms
1.1 We operate the website www.chromebooksforwork.com. We are Cloud Technology Solutions Limited, a company registered in England and Wales under company number 06738954 and with our registered office at Lowry House, 17 Marble Street, Manchester, M2 3AW.
1.2 You may contact us by telephoning us at 0161 871 0330 or by emailing us at [email protected] If you wish to give us formal notice of any matter in accordance with these Terms, please see Clause 14.
1.3 In these Terms:
1.3.1 the following terms shall have the following meanings:
“Contract” means the legal and binding agreement that is in place, on the basis of these Terms, for us to supply, or arrange the supply by a third party of, certain products to you once you have submitted to us an Order and we have issued to you an Order Acceptance. If you make more than one Order, each Order shall, if subject to an Order Acceptance, constitute a separate “Contract”;
“Breach of Duty” the breach of any: (i) obligation arising from the express or implied terms of a contract to take reasonable care or exercise reasonable skill in the performance of the contract; or (ii) common law duty to take reasonable care or exercise reasonable skill (but not any stricter duty);
“Business Day” any day other than: (i) a Saturday; (ii) a Sunday; or (iii) a day when the clearing banks in the City of London are not physically open for business;
“Charges” the charges payable by you to us for your purchase of any Products, as set out on the Website before you submit your Order;
“Event of Force Majeure” has the meaning given to it in Clause 13.1;
“Intellectual Property Rights” copyright and related rights, trademarks and service marks, trade names and domain names, rights under licences, rights in get-up, rights to goodwill or to sue for passing off or unfair competition, patents, rights to inventions, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
“Liability” liability in or for breach of contract, Breach of Duty, torts (including negligence and intentional torts), deliberate breach (including deliberate personal repudiatory breach), misrepresentation, restitution or any other cause of action whatsoever relating to or arising under or in connection with the Contract, including liability expressly provided for under the Contract or arising by reason of the invalidity or unenforceability of any term of the Contract (and, for the purposes of this definition, all references to a “Contract” shall be deemed to include any collateral contract);
“Order” the order submitted by you through the Website for the receipt of certain products from us;
“Order Acceptance” our written or electronic communication to you in which we accept your Order in accordance with Clause 3.7;
“Order Acknowledgement” our acknowledgement of receipt of your Order;
“Party” either us or you, and “Parties” shall mean both of us and you;
“Products” the hardware and software products listed on the Website as available for purchase by customers;
“Website” the website hosted at www.chromebooksforwork.com; and
“you” or “your” our customer who submits an order for the provision of products by us;
1.3.2 references to “Clauses” are to clauses of these Terms;
1.3.3 the headings are inserted for convenience only and shall not affect the interpretation or construction of these Terms;
1.3.4 words imparting the singular shall include the plural and vice versa. Words imparting a gender shall include the other gender and the neutral, and references to persons shall include an individual, company, corporation, firm or partnership;
1.3.5 reference to “written” or in “writing” includes the electronic form;
1.3.6 references to “includes” or “including” or like words shall mean without limitation; and
1.3.7 references to any statute or statutory provision shall include any subordinate legislation made under it, any provision which it has modified or re-enacted (whether with or without modification) and any provision which subsequently supersedes it or re-enacts it (whether with or without modification).
2.1 These Terms shall apply to all Orders and to all Contracts. When you submit an Order to us, this shall always constitute your unqualified acceptance of these Terms.
2.2 These Terms shall prevail over any separate terms put forward by you. Any conditions that you submit, propose or stipulate in whatever form and at whatever time, whether in writing or orally, are expressly waived and excluded.
2.4 You confirm that you have authority to bind any business on whose behalf you use the Website to submit an Order.
3. How the Contract is formed
3.1 You may only submit an Order if you are a business. You do not sell or resell Products to consumers. In submitting your Order, you warrant that you do so as, or on behalf of, a business and that you are authorised to submit an Order by that business.
3.2 By following the instructions on the Website, you will be able to select those Products in relation to which you would like to submit an Order.
3.3 Before submitting an Order, you will be shown a webpage listing the Products you have selected together with the Charges payable for those Products. You will be given an opportunity to correct any errors in your selections prior to submitting your Order. All Charges are payable in the applicable currency stipulated on the Website at the time you submit your Order, or as otherwise agreed by us in writing from time to time.
3.4 The Charges are payable at the time you place your Order. You can pay the Charges by MasterCard, Visa or American Express. We will ask you to provide details of a payment card, and you must be fully entitled to use that card or account. That card or account must have sufficient funds to cover the payment(s) to be made to us.
3.5 When you submit an Order to the Website, you agree that you do so subject to these Terms current as at the date on which you submit your Order. It is your responsibility to review the latest Terms each time you submit an Order.
3.6 You Order is an offer to purchase Products from us (or a third party), and it remains an offer until we issue our Order Acceptance.
3.7 We shall not be obliged to provide any Products to you until we have accepted your Order for those Products. We may refuse to accept your Order for any reason (at our absolute discretion). Any Order Acknowledgement that we send to you, whether by email, letter, fax or by any other media, is for your information only and is not an Order Acceptance. An Order Acknowledgement may contain an Order number and details of your Order. The Contract will be formed when we accept your Order and become legally bound to provide the Products to you. Such acceptance takes place when we expressly accept your Order by sending you an Order Acceptance, whether by email, letter, fax or any other media, which shall state that we are accepting your Order. An Order Acceptance shall take effect when it has been despatched to you by us, and the Contract is formed at that point.
3.8 We may send you an invoice at any time after we have sent you an Order Acceptance.
3.9 If, after submitting your Order, you realise that you have made a mistake in your Order, please contact us as soon as possible on 0161 871 0330.
3.10 If we are unable to supply you with a Product, for example because that Product is not in stock or no longer available or because we cannot meet your requested delivery date or because of an error in the price on the Website as referred to in Clause 7.1, we will inform you of this by email and we will not process your Order. If you have already paid for the Products, we will refund you the full amount including any delivery costs charged as soon as possible.
4. Our right to vary these Terms
4.1 We amend these Terms from time to time. Please look at the top of this page to see when these Terms were last updated.
4.2 Every time you order Products from us, the Terms in force at the time that you place your Order will apply to the Contract.
4.3 We may revise these Terms as they apply to your Order from time to time. If we have to do that, we will contact you to give you reasonable advance notice of the changes and let you know to cancel the Contract if you are not happy with the changes. You may cancel either in respect of all the affected Products or just the Products you have yet to receive. If you opt to cancel, you will have to return (at our cost) any relevant Products you have already received and we will arrange a full refund of the price you have paid, including any delivery charges.
5.1 Where the Products are capable of being physically delivered to you, we will contact you with an estimated delivery date, which will be within 30 days after the date of the Order Acceptance. Occasionally our delivery to you may be affected by an Event of Force Majeure.
5.2 If no one is available at your address to take delivery, we will leave you a note that the relevant Products have been returned to our premises, in which case please contact us to rearrange delivery.
5.3 Delivery of an Order shall be completed when we deliver the Products that are the subject of that Order, and capable of delivery, to the address you gave us and the Products will be your responsibility from that time.
5.4 You own the relevant Products once we have received payment in full, including all applicable delivery charges.
5.5 When the Products are delivered to you, you will be asked to sign a proof of delivery. It is your responsibility to ensure that the number of packages delivered corresponds with the number stated on the delivery note. Where a discrepancy occurs or where there is evident damage to the packaging, you should either note this on the proof of delivery or refuse to accept delivery of the Products. You should inform us as soon as possible by submitting relevant details to [email protected] and in any event no later than 48 hours after delivery.
6. International delivery
6.1 We deliver internationally. However there are restrictions on some Products for certain destinations, so please review the information on the Website carefully, and call us on 0161 871 0330 if you have any queries, before submitting an Order.
6.2 If you order Products for delivery outside of the UK, your Order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that we have no control over these charges and we cannot predict their amount. You will be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your Order.
6.3 You must comply with all applicable laws and regulations of the country to which the Products will be delivered or in which the Products will be used. We will not be liable or responsible if you break any such law.
7.1 The Charges will be as quoted on the Website at the time you submit your Order. We take all reasonable care to ensure that the prices of Products are correct at the time when the relevant information was entered onto the system. However, it is always possible that, despite our reasonable efforts, some of the Products on the Website may be incorrectly priced. If we discover an error in the price of the Products you have ordered we will contact you to inform you of this error and we will give you the option of continuing to purchase the Product(s) at the correct price or cancelling your Order. We will not process your Order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the Order as cancelled and notify you in writing. If we mistakenly accept and process your Order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Product and refund you any sums you have paid.
7.2 The price of a Product includes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your Order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Products in full before the change in VAT takes effect.
7.3 The price of a Product does not include delivery charges. Our delivery charges to a UK address are as advised to you during the check-out process, before you confirm your Order. If delivery is required outside of the UK, please contact us on 0161 871 0330 or ac[email protected] for our charges to deliver to that destination.
8. Manufacturer guarantees
Some of the Products we sell to you come with a manufacturer’s guarantee. For details of the applicable terms and conditions, please refer to the manufacturer’s guarantee provided with the Products.
9. Software licences
9.1 If the Product that we sell to you is a licence to use or access software (rather than hardware or other tangible product):
9.1.1 we provide a platform to facilitate transactions that are carried out between you and the relevant supplier of the Product, and we are neither the buyer nor the seller of the Product. We make available a marketplace for our customers to purchase rights to licence Products from those suppliers. The contract formed at the completion of a sale of such Products is between you and the relevant supplier, and we are not a party to it. Subject to Clause 11.3, we shall not have any Liability arising out of or in connection with the Product or your contract with the supplier. The supplier is responsible for the licence of the Product to you and for dealing with your claims or any other issue arising out of or in connection with the contract between the you and the supplier;
9.1.2 to the extent that we collect any payment from you on behalf of any third party supplier, we shall be a fee-collecting agent; as a fee-collecting agent, we shall be responsible for collecting payment for a Product from you and passing that payment on to the relevant supplier. We are not obliged to mediate between you and any third party supplier or to enforce or execute any fulfilment of any contract between you and any third party supplier;
9.1.3 you may be required to download or access such Products directly from or through a platform operated by the relevant third party supplier. Once you have purchased the Product through the Website, you will be directed to that third party platform in order to access the Product; and
9.1.4 your use of that Product will be governed by the terms and conditions of an end user licence agreement between you and the supplier of that Product (a “EULA”). You will be informed of the EULA, and where to find it, before you submit your Order. You acknowledge that the supplier has the right to enforce the EULA against you. If you do not want to comply with the EULA, you must not place an Order that Product; by placing an Order for that Product you accept the terms of the EULA.
9.2 The EULA includes the following end user licence terms:
9.2.1 the supplier owns all Intellectual Property Rights in and to the Product, and the Product is licensed, not sold, to you;
9.2.2 you have a limited, non-transferable licence to use the Product for your internal business purposes;
9.2.3 any information that the supplier collects from you will be subject to any supplier EULA, privacy notice, or similar terms that the supplier provides to you;
9.2.4 you may not modify, reverse engineer, disassemble or decompile except to the extent set out in the EULA; and
9.2.5 you acknowledge that, to the extent permitted by applicable law, we have no responsibility or Liability, subject to Clause 11.3, in respect of your use of, or access to, the Product or any content or functionality of the Product.
10. Your obligations
10.1 You must only submit to us, or the Website, information which is accurate and not misleading and you must keep it up-to-date and inform us of any changes.
10.2 You shall:
10.2.1 co-operate with us;
10.2.2 promptly comply with our reasonable requests from time to time in connection with these Terms; and
10.2.3 ensure that the Products are sufficient and suitable for your purposes and meet your individual requirements.
10.3 You must not, whether yourself or in conjunction with anyone else:
10.3.1 manipulate Orders or transactions in ways that are unfair to us or other users of the Website; and
10.3.2 use or access the Website in contravention of any applicable law.
11.1 We only supply the Products for internal use by your business, and you agree not to use the Product for any resale purposes or non-business purposes.
11.2 This Clause 11 prevails over all of the Contract and sets forth our entire Liability, and your sole and exclusive remedies, in respect of:
11.2.1 performance, non-performance, purported performance, delay in performance or misperformance of the Contract or any products or deliverables in connection with the Contract; or
11.2.2 otherwise in relation to the Contract or entering into the Contract.
11.3 We shall not exclude or limit our Liability for:
11.3.1 our fraud; or
11.3.2 death or personal injury caused by our Breach of Duty; or
11.3.3 any breach of the obligations implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982; or
11.3.4 any other Liability which cannot be excluded or limited by applicable law.
11.4 Subject to Clause 11.3, we do not accept and hereby exclude any Liability for Breach of Duty other than any Liability arising pursuant to the terms of the Contract.
11.5 Subject to Clause 11.3, we shall not have any Liability in respect of any:
11.5.1 indirect or consequential losses, damages, costs or expenses;
11.5.2 loss of actual or anticipated profits;
11.5.3 loss of contracts;
11.5.4 loss of use of money;
11.5.5 loss of anticipated savings;
11.5.6 loss of revenue;
11.5.7 loss of goodwill;
11.5.8 loss of reputation;
11.5.9 loss of business;
11.5.10 ex gratia payments;
11.5.11 loss of operation time;
11.5.12 loss of opportunity;
11.5.13 loss caused by the diminution in value of any asset; or
11.5.14 loss of, damage to, or corruption of, data;
whether or not such losses were reasonably foreseeable or we or our agents or contractors had been advised of the possibility of such losses being incurred. For the avoidance of doubt, Clauses 11.5.2 to 11.5.14 (inclusive) apply whether such losses are direct, indirect, consequential or otherwise.
11.6 Subject to Clause 11.3, our total aggregate Liability arising out of or in connection with all claims in aggregate shall be limited to 110% of all amounts paid and total other sums payable, in aggregate, by you to us under the relevant Contract.
11.7 The limitation of Liability under Clause 11.6 has effect in relation both to any Liability expressly provided for under the Contract and to any Liability arising by reason of the invalidity or unenforceability of any term of the Contract.
11.8 You acknowledge and accept that we only provide the Products to you on the express condition that we will not be responsible for, nor shall we have any Liability (subject to Clause 11.3) directly or indirectly for any act or omission of you or any third party.
12.1 We may terminate a Contract at any time by informing you. In such circumstances, we shall not have any Liability to you (subject to Clause 11.3), but we will refund all amounts to you that you have paid in respect of any unfulfilled elements of that Contract.
12.2 On termination of a Contract, the accrued rights, remedies, obligations and liabilities of us and you as at termination shall not be affected, including the right to claim damages for any breach of the Contract which existed at or before the date of termination.
12.3 Termination of the Contract shall not affect the coming into force, or continuance in force, of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.
13. Force Majeure
13.1 Subject to Clause 11.3, we shall not have any Liability for any breach, hindrance or delay in performance of our obligations under the Contract which is caused by an Event of Force Majeure, regardless of whether the circumstances in question could have been foreseen. An “Event of Force Majeure” means any cause outside of our reasonable control, including act of God, actions or omissions of third parties (including hackers, suppliers, couriers, governments, quasi-governmental, supra-national or local authorities), insurrection, riot, civil war, civil commotion, war, hostilities, threat of war, warlike operations, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions, national emergencies, terrorism, nuclear, chemical or biological contamination or sonic boom, piracy, arrests, restraints or detainments of any competent authority, blockade, strikes or combinations or lock-out of workmen, epidemic, fire, explosion, storm, flood, drought, adverse weather conditions, loss at sea, earthquake, natural disaster, accident, collapse of building structures, failure of plant machinery or machinery or third party computers or third party hardware or vehicles, failure or problems with public utility supplies (including general: electrical, telecoms, water, gas, postal, courier, communications or Internet disruption or failure), shortage of or delay in or inability to obtain supplies, stocks, storage, materials, equipment or transportation.
13.2 Each of the Parties agrees to inform the other Party upon becoming aware of an Event of Force Majeure, such information to contain details of the circumstances giving rise to the Event of Force Majeure.
13.3 The performance of our obligations shall be suspended during the period that the circumstances persist and we shall be granted an extension of time for performance equal to the period of the delay.
13.4 Each Party shall bear its own costs incurred by the Event of Force Majeure.
13.5 If the performance of any obligations is delayed under this Clause 13, you shall nevertheless accept performance as and when we shall be able to perform.
13.6 If the Event of Force Majeure continues without a break for more than one month, either Party may terminate the Contract immediately by notice to the other Party, in which event neither Party shall have any Liability (subject to Clause 11.3) to the other Party by reason of such termination.
13.7 If we have contracted to provide identical or similar products to more than one customer and we are prevented from fully meeting our obligations to you due to an Event of Force Majeure, we may decide at our absolute discretion which contracts we will perform and to what extent.
14.1 Any notice given to either us or you by the other under or in connection with the Contract shall be in writing, addressed (as applicable) to us at our registered office or addressed to you at such address as you may have specified to us from time to time, and shall be delivered personally, sent by pre-paid first class post, recorded delivery or commercial courier.
14.2 A notice shall be deemed to have been received: if delivered personally, when left at the address referred to in Clause 14.1; if sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; and, if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed.
15. Retention of records
We shall keep a record of your Order and these Terms until six years after you submit your Order to us through the Website. However, for your reference in future, we recommend that you print and keep a copy of these Terms, your Order, the Order Acknowledgement and the Order Acceptance.
We value your satisfaction with the Website and the Products. You may contact us at any time at [email protected] We will try to address any concerns you may have as soon as reasonably possible and we will contact you when we receive any relevant enquiry or complaint from you.
17.1 A person who is not us or you shall not have any rights under or in connection with these Terms or a Contract.
17.2 You may not assign, transfer, charge or otherwise encumber, create any trust over, or deal in any manner with, the Contract or any right, benefit or interest under it, nor transfer, novate or sub-contract any of your obligations under it, without our prior written consent (such consent not to be unreasonably withheld or delayed).
17.3 If we fail to insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
17.4 Each of the provisions of the Contract operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining provisions will remain in full force and effect.
17.5 Nothing in the Contract shall constitute a partnership or employment or agency relationship between us and you.
17.6 The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.
17.7 The Parties submit to the exclusive jurisdiction of the English courts to settle any dispute or claim arising out of or in connection with the or its subject matter or formation.