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These are our terms and conditions for use of this site.
General
1.1 These general conditions apply to all contracts for the sale or provision of goods or services by Neptune Computer Technology Ltd., a company registered in England and Wales (Company Number 5317452) whose registered office is situated at The Paddocks, Meredith Close, Halstock, Yeovil, Somerset, BA22 9SA. ('Neptune Computer Technology Ltd') to the exclusion of any other terms.
1.2 No addition to, nor any variation or waiver of, these general conditions, nor any terms or conditions proffered by the Customer or printed on the Customer's purchase order shall have any legal effect unless expressly agreed in writing on behalf of Neptune Computer Technology Ltd by a duly authorised employee of Neptune Computer Technology Ltd.
1.3 A reference in these general conditions to a provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.4 The headings in these general conditions are for convenience only and shall not affect their interpretation.
1.5 Any typographical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by Neptune Computer Technology Ltd shall be subject to correction without any liability on the part of Neptune Computer Technology Ltd.
1.6 Reference to days, weeks or months is a reference to calendar days, weeks or months unless the context specifies otherwise.
1.7 "Working Days" means Monday to Friday and excludes bank holidays in England and Wales.
1.8 "Normal Business Hours" means 9am to 5pm on a Working Day.
1.9 "Service" means the online subscription services provided by Neptune Computer Technology Ltd.
Contract performance
2.1. Neptune Computer Technology Ltd will endeavour to fulfil the Customer's requirements promptly but no liability can be accepted for failure to deliver within advertised times.
2.2 Allow up to 21 days for delivery of service.
2.3 Neptune Computer Technology Ltd reserves the right to make any changes whether technical or otherwise in the specification of the products or services which are required to conform with any applicable statutory or E.U. requirements or, where the products or services are to be supplied to the Customer's specification or which Neptune Computer Technology Ltd considers in its absolute discretion to be necessary, which do not materially affect their quality or performance.
Price
3.1 Site subscriptions will be invoiced at the prices ruling at the time of ordering.
3.2 Except where a quotation is expressed to be on the basis of a fixed price for a specific period, Neptune Computer Technology Ltd may vary the price to reflect any variation in costs prior to delivery including without limitation any foreign exchange fluctuation or alteration of duties.
3.3 The price does not include VAT which will be charged at the rate ruling at the time of supply.
Payment
4.1 Credit account invoices are due and payable in sterling 30 days from the date of the invoice unless otherwise agreed. Time for payment of the invoice shall be of the essence of the contract.
4.2 Neptune Computer Technology Ltd should be notified immediately of any error on an invoice.
4.3 If any payment is overdue Neptune Computer Technology Ltd may stop the delivery of products or provision of services to the Customer and payment shall become immediately due for all products and services supplied.
4.4 Neptune Computer Technology Ltd may charge interest on any amount overdue at the rate of 8% above the Bank of England base rate per month compounding monthly until the sum due is paid.
Refund policy
5.1 If you feel you require a refund you may request the refund by contacting Neptune Computer Technology Ltd. We review all refund requests on a case-by-case basis and reserve the right to decline any refund if requested after 7 days from delivery.
5.2 Subscription fees or credit when supplied correctly, will be subject to a minimum 20% handling charge.
5.3 Under almost any circumstances, we will not provide a refund after 30 days have passed from the order date.
Provision of service
6.1 Neptune Computer Technology Ltd provides users with resources, communications tools, storage facilities and personalised content through its online subscription services (the "Service"). You understand and agree that the Service may include service announcements and administrative messages, and that these communications are considered part of the Service and You will not be able to opt out of receiving them.
6.2 Unless explicitly stated otherwise, any new features or enhance the current Service, shall be subject to the terms and conditions of this site.
6.3 Whilst we use all reasonable endeavours in providing the Service, You understand and agree that the Service is provided "AS IS" and that Neptune Computer Technology assumes no responsibility for the non-availability of the Service, deletion or failure to store any user data or settings.
6.4 You are responsible for obtaining access to the Service and that access may involve third party fees (such as Internet service provider). You are responsible for those fees. In addition, You must provide and are responsible for all equipment necessary to access the Service.
6.5 If another party (for example your LEA) is paying for the subscription, You agree to be bound by all terms of use herein other than in relation to payment.
Trial and approval periods
7.1 If you have opted for a trial peroid you may access the Service within the trial period in accordance with the offer on the site. At the end of the trial periodYou will be asked if You wish to be invoiced for a full subscription to the Service. If You don't take up the subscription, You will no longer be able to access the Service.
7.2 You may only benefit from trial period once. If it is discovered that You have requested more than one such period You will become liable for payment for the subscription fee and/or the cancellation of the Service.
Registration
8.1 In consideration of Your use of the Service, You represent that You agree to: (a) provide true, accurate, current and complete information about Yourself as prompted by the Service's registration form (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.
If you are registering on behalf of a school or LEA, you represent and warrant that you have authority to bind the school or the LEA. The school shall be liable for the use of the Service by its pupils or staff and shall ensure that the pupils and staff are made aware of the terms and confitions, the privacy policy and any other relevant terms or guidelines.
8.2 You will receive a username, password and account upon registration. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under Your password or account. You agree to (a) immediately notify Neptune Computer Technology Ltd. of any unauthorised use of Your password or account or any other breach of security, and (b) ensure that You exit from Your account at the end of each session. Neptune Computer Technology Ltd. cannot and will not be liable for any loss or damage arising from Your failure to comply with this.
Use of the service
9.1 You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Service (including Your username and password.), use of the Service, or access to the Service.
9.2 You agree that You must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, You acknowledge that You may not rely on any Content available on the Service.
9.3 You acknowledge, consent and agree that Neptune Computer Technology Ltd. may access, preserve, and disclose Your account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the terms and conditions; (c) respond to Your requests for customer service; or (d) protect the rights, property, or personal safety of Neptune Computer Technology Ltd., its users and the public.
9.4 You understand that the Service and software embodied within the Service may include security components that permit digital materials to be protected, and use of these materials is subject to usage rules set by Neptune Computer Technology Ltd. and/or content providers who provide content to the Service. You may not attempt to override or circumvent any of the usage rules embedded into the Service. Any unauthorised reproduction, publication, further distribution or public exhibition of the materials provided on the Service, in whole or in part, is strictly prohibited. You acknowledge that the Service is only for use in the United Kingdom.
9.5 Neptune Computer Technology Ltd. reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Neptune Computer Technology Ltd. shall not be liable to You or to any third party for modification, suspension or discontinuance of the Service.
You agree that Neptune Computer Technology Ltd. may, under certain circumstances and without prior notice, immediately terminate Your account, and access to the Service. Cause for such termination shall include, but not be limited to, (a) breaches or violations of the TOS or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by You (self-initiated account deletions), (d) discontinuance or material modification to the Service (or any part thereof), (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, (g) You have engaged in fraudulent or illegal activities, and/or (h) non-payment of any fees owed by You in connection with the Services. Termination of Your Neptune Computer Technology Ltd. account includes (a) removal of access to all offerings within the Service, (b) deletion of Your password and all related information, files and content associated with or inside Your account (or any part thereof), and (c) barring further use of the Service.
9.6 We will endeavour to inform You of the subscription fee payable for subsequent years at least 30 days in advance of the anniversary of Your current subscription. Your subscription will renew automatically unless You give us notice within 30 days before the commencement of the subsequent period. In the event that renewal subscription fee is not received prior to the anniversary date of Your current subscription Your access to the Service will be temporarily withheld.
9.7 The Service may provide links to other World Wide Web sites or resources. Because Neptune Computer Technology Ltd. has no control over such sites and resources, You acknowledge and agree that Neptune Computer Technology Ltd. is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Neptune Computer Technology Ltd. shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
Technical specifications, catalogues, etc
10.1 All descriptions, technical specifications, drawings, illustrations given in catalogues or other literature issued by Neptune Computer Technology Ltd while given in good faith shall not form part of the contract unless specifically incorporated therein and Neptune Computer Technology Ltd accepts no liability for minor variations.
10.2 Neptune Computer Technology Ltd or where applicable the licensor or supplier to Neptune Computer Technology Ltd owns all intellectual property rights including without limitation copyright, designs, trademarks, patents and any other intellectual property rights howsoever existing relating to the products or services supplied by Neptune Computer Technology Ltd and whether or not registered and existing in any part of the world which subside in the specifications, data and other documents relating thereto.
Guarantee
11.1 Neptune Computer Technology Ltd undertakes to repair or, at its option, replace products which fail (fair wear and tear excepted) within a life time of the passing of risk in the products to the Customer pursuant to these general conditions provided that such failure has occurred normal conditions and subject to proper storage, use and maintenance of the relevant products by the Customer provided that:
(i) the Customer notifies Neptune Computer Technology Ltd promptly with details of any alleged defect or malfunction;
(ii) the Customer gives Neptune Computer Technology Ltd or its agents the opportunity to inspect on site and, if Neptune Computer Technology Ltd so requests, the products are returned promptly carriage to be paid by the Customer (and details of carriage notified in writing to Neptune Computer Technology Ltd in advance);
(iii) the products have not been repaired or modified by anyone other than Neptune Computer Technology Ltd or its agents; and
(iv) the products have been installed in compliance with Neptune Computer Technology Ltd's recommendations.
11.2 Neptune Computer Technology Ltd may at its option elect to refund or forgo the contract price and take back the products supplied or equipment provided in full satisfaction of any liability or obligation under sub-clause 11.1. above.
11.3 Failure to comply with Neptune Computer Technology Ltd's installation recommendations, shall relieve Neptune Computer Technology Ltd of any responsibility for any loss or damage to products attributable directly or indirectly to defective installation.
Representations, advice and exclusion of implied terms
12.1 The rights, obligations and liabilities of the parties under these conditions shall be in lieu of any warranty or condition implied by common law or by statute into a contract for the sale of products or supply of services and all such warranties or conditions are excluded to the fullest extent permitted by law.
12.2 No warranty is given that products or services are suitable or sufficient for any specific purpose unless such purpose is defined in the contract and expressly accepted by Neptune Computer Technology Ltd in writing.
12.3 Any advice given or representation made by Neptune Computer Technology Ltd, its employees or agents is given or made without liability or otherwise except only if Neptune Computer Technology Ltd agrees in writing to provide technical advice in return for a specific fee, in which case the liability of Neptune Computer Technology Ltd, its employees and agents shall be limited to the amount of the fee received for such advice.
Limitation of liability
13.1 Neptune Computer Technology Ltd shall under no circumstances be liable in contract or otherwise for any loss, damage, expense or injury whatsoever (other than personal injury or death arising from the negligence of Neptune Computer Technology Ltd of its employees or agents, responsibility for which is not excluded hereby) including loss of data, lost profits, contracts or goodwill, loss of anticipated savings or other special, indirect or consequential loss or otherwise arising out of or in connection with the supply, installation, use or failure of or defect in the products. Save in respect of claims for personal injury or death arising from Neptune Computer Technology Ltd's negligence, Neptune Computer Technology Ltd's liability shall be limited to the value of the products to which the claim relates whether such damages were reasonably foreseeable or actually foreseen.
Customer indemnity
14.1 The Customer shall forthwith on demand indemnify and hold harmless Neptune Computer Technology Ltd and its employees from and against any claim made against, or any loss, cost, damage, injury or expense suffered by Neptune Computer Technology Ltd or its employees or agents:-
(i) howsoever arising on the Customer's site or on any site to which delivery is made or at which services are provided at the request of the Customer; or
(ii) caused or contributed to by the negligence of the Customer, its employees or other persons for whom the Customer is responsible; or
(iii) arising out of any breach by the Customer of or any liability of the Customer under the contract or these conditions; save, in any case, to the extent directly caused by the negligence of Neptune Computer Technology Ltd, its employees or agents.
14.2 If at the request of (or by contract with) the Customer, Neptune Computer Technology Ltd agrees to provide products or services to any person who is not a party to the contract, the Customer shall procure that such person agrees to be bound by these conditions as though a party to the contract, and the Customer shall indemnify Neptune Computer Technology Ltd forthwith on demand from and against any consequences of the Customer failing so to do, including any claim made by such person which he could not make if a party to the contract.
Statutory obligations and consents
15.1 The Customer shall be responsible for obtaining necessary consents and for complying with all obligations imposed by law, statute or local regulation in connection with any products supplied, equipment provided to the Customer or work done on the Customer's site.
15.2 The Customer's attention is drawn to the fact that statutory regulations and recognised codes of safe practice may cover the storage, handling, conveyance and use of products supplied by Neptune Computer Technology Ltd.
Terminations of supply and repossession of Neptune Computer Technology Ltd property
16.1 Neptune Computer Technology Ltd may stop supply of goods or services or, at its option, forthwith terminate this contract on notice to the Customer without prejudice to any then accrued rights of either party if:
16.1.1 the Customer makes a voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction not involving insolvency); or
16.1.2 an encumbrancer takes possession, or a receiver is appointed, over any of the property or assets of the Customer; or
16.1.3 the Customer experiences any procedure or event similar to those specified in clauses16.1.1 and 16.1.2 under the laws of any jurisdiction; or
16.1.4 the Customer ceases, or threatens to cease, to carry on business; or
16.1.5 Neptune Computer Technology Ltd reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly; or
16.1.6 if the Customer commits any material breach of any provision of the contract or these conditions.
Force majeure
17.1 Neither party shall be liable for any failure to fulfil its obligations under the contract if such failure is due to strike, lock-out, industrial dispute, breakdown of plant, transport or equipment or, whether or not of the same nature as the foregoing, to any event or circumstances beyond a party's reasonable control ("Event of Force Majeure"). If an Event of Force Majeure continues for a continuous period of more than [6 months], either party may terminate the agreement by written notice to the other party.
17.2 Any costs arising from such delay shall be borne by the party incurring the same.
17.3 Both parties shall use all reasonable endeavours to mitigate the impact of any Event of Force Majeure and to recommence performance of their obligations under the contract as soon as reasonably possible.
General
18.1 Neptune Computer Technology Ltd shall be entitled to assign its rights and obligations hereunder wholly or partly to any subsidiary company of Neptune Computer Technology Ltd or of Neptune Computer Technology Ltd's holding company for the time being.
18.2 No waiver by Neptune Computer Technology Ltd of any breach of this contract by the Customer shall be considered as a waiver of any subsequent breach of the same or of any other provision. No forbearance, delay or indulgence by Neptune Computer Technology Ltd in enforcing the provisions of the contract shall prejudice or restrict the rights of Neptune Computer Technology Ltd nor shall any waiver of its rights operate as a waiver of any subsequent breach and no right, power or remedy herein conferred upon or reserved for Neptune Computer Technology Ltd is exclusive of any other right, power, or remedy available to Neptune Computer Technology Ltd and each of such rights, powers or remedies shall be cumulative.
18.3 All notices hereunder shall be in writing and in each case addressed to the most recent address or facsimile number notified to the other party. Any such notice may be delivered personally, by first class pre-paid letter or facsimile transmission and shall be deemed to have been duly given:
18.3.1 when delivered, if delivered by hand by courier or other messenger (including registered mail); or
18.3.2 when sent, if transmitted by fax during normal Business Hours on a Working Day (and if despatched outside Normal Business Hours on a Working Day, then at the next commencement of Normal Working Hours on a Working Day) and when a successful transmission report or return receipt is generated; or
18.3.3 48 hours after the date of posting if sent by first class post and proof of posting shall be sufficient evidence of due delivery.
18.4 If any provision of the contract is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the contract and the remainder of the provision in question shall not be affected.
18.5 The parties confirm their intent not to confer any rights on any third party by virtue of the contract and accordingly, the Contracts (Right of Third Parties) Act 1999 will not apply to the contract.
18.6 The contract supersedes all prior agreements, arrangements and undertakings between the parties and constitutes the entire agreement between the parties relating to the subject matter of the contract. The parties confirm that they have not entered into the contract on the basis of any representation that is not expressly incorporated into the contract. Nothing in this clause shall exclude or limit liability for fraudulent misrepresentation.
18.7 The contract shall be governed by the laws of England and Wales, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
Last updated: 26th January 2010
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