1. INTRODUCTION
1.1. The following terms and conditions set out the basis on which you (“you”) purchase software products (“products”) from PNL TOOLS LIMITED t/a Armstrong, a company registered in England and Wales with company number 04615139 whose registered office is 3 Fairview Court, Fairview Road, Cheltenham, Gloucestershire, United Kingdom, GL52 2EX (“we” or “us”).
1.2. These terms and conditions will apply to any contract between us for the sale of products to you. Please read these terms and conditions carefully and make sure that you understand them.
1.3. These terms and conditions will apply when you order products from us. If these Terms need to be ammended, we shall provide at least thirty day’s written notice. These terms will not changel without prior written consent.
2. OUR PRODUCTS
2.1. Provision of information about products.
2.1.1. Any and all information about the products that we provide you with (including on our website and in quotes) is provided by us in good faith.
2.1.2. You accept that we are a software reseller and not the original developer of the software and as such that the information on our website is not warranted to be complete or up to date.
2.1.3. You agree that it is your responsibility to use the most up to date information when assessing whether or not to purchase a product and acknowledge that the original creator of the software is a more definitive source of up to date product information, not us. Where you trial a product before purchasing it, you agree that you will use this trial period to fully assess the product and determine whether or not it is suitable for your purposes.
2.2. Availability. All products are offered subject to availability. We will inform you by e-mail as soon as possible if the product you have ordered is not available and we will not process your order. If you have already paid for the products, we will refund you the full amount within 5 business days.
3. STATEMENTS OF WORK
3.1. “SOW”, “Statement of Work” or “Quote” means the quote or scope of work agreed in writing by you and us. This will either be in the form of a quote specifically for products, or in the form of a quote for both professional services and the provision of products. Where a quote is for the provision of professional services and products these terms shall only apply to the product aspects.
4. ENTIRE AGREEMENT
4.1. These Terms and the accepted Quote (together, the “Agreement”) are the entire agreement between the Parties. You acknowledge that you have not relied on any statement, promise or representation made or given by us or on our behalf. These Terms apply to the Agreement to the exclusion of any other terms that you impose or incorporate (or attempt to impose or incorporate) or which are implied by trade, custom, practice or course of dealing.
5. ORDERS
5.1. Order Placement. You may use these Terms for a single Quote or as a framework for multiple Quotes and the Parties may confirm their agreement to these Terms by referencing them in the relevant Quote.
5.2. Changing the scope. The Parties agree that changes to a Quote will require a written change order agreed and signed by both parties.
5.3. Checking and correcting. It is up to you to check that your order is correct. By agreeing to the Quote you are irrevocably offering to buy the products on these terms and conditions.
5.4. Risk. Whilst most orders are delivered electronically, on certain occasions we physically send you products. Risk of loss or damage to the products passes to you when they leave our premises. If you want us to arrange insurance in transit please contact us before ordering.
6. SOFTWARE LICENCE
6.1. By ordering from us, you (and your customer if applicable) are agreeing to comply with the End User Licence Agreement (“EULA”) of the relevant product(s) that you are purchasing and installing.
6.2. The terms of this EULA, and any other agreement you agree to or sign from the original vendor of the product(s) (the ”Vendor”), overrides any information given to you in writing or verbally from us. It is your responsibility to read and understand the terms of any such agreement with the publisher of the product(s).
6.3. Any licence to the products that you receive is granted directly from the Vendor pursuant to the EULA and we are not a party to this EULA.
7. PRICE
7.1. Prices are as written by us in the Quote and exclude taxes, unless otherwise quoted.
8. PAYMENT
8.1. You agree to pay all invoiced amounts within thirty (30) days from receipt of invoice. We may suspend performance of our obligations under Quotes if you breach your obligations under this clause (Payment). We shall be entitled to charge interest of 5% above the Bank of England base rate on any late payments under this Agreement. Your payment shall be made without any set-off, withholding or deduction except such amount (if any) of tax as a party may be required to deduct or withhold by law.
9. WARRANTIES
9.1. We do not warrant that any products sold to you will meet your requirements or that their operation will be uninterrupted or error free.
9.2. To the extent permitted by law we hereby exclude all express and implied warranties and conditions relating to the products and services that we sell whether via our website or otherwise. The only exceptions being that we do not exclude our liability where to do so would not be permissible under applicable law.
10. MAINTENANCE AND SUPPORT
10.1. You acknowledge and agree that we have no maintenance or support obligations towards the products and that support and maintenance of the products is the sole responsibility of the Vendor (to the extent applicable).
10.2. If you need assistance with configuring any product or any bespoke development work, please contact us at info@discoverarmstrong.co.uk and we can arrange a quote for providing such professional services.
11. RETURNS
11.1. We do not offer returns or refunds.
12. INFORMATION
12.1. Confidentiality. Where information disclosed by one Party to the other under the Agreement is marked as 'confidential' or the circumstances of its disclosure reasonably dictate that it should be considered confidential, the other Party shall treat such information as confidential and shall use the higher of (i) commercially reasonable efforts or (ii) the same efforts as the receiving Party uses in relation to its own confidential information, to protect the confidential information. Disclosed confidential information must: (i) only be used by the receiving party, and (ii) not be disclosed to any other company or person unless strictly necessary, for the purpose of fulfilling its obligations under the Agreement. This clause does not apply to information that: (i) was known or becomes known to the receiving party without obligation of confidentiality; (ii) is created separately by the receiving party; or (iii) where disclosure is required by applicable law.
12.2. Personal Information. You acknowledge that we do not require your personal information (“PII”) in order to provide you with the products, and you agree not to provide us with PII. To the extent that this changes and you need to provide us with PII, it is your responsibility to inform us of this in writing and to work with us to agree suitable data sharing terms (which the Parties will act reasonably in agreeing). Any information you provide to us is governed by our Privacy Policy (available from here: https://www.discoverarmstrong.co.uk/discover/privacy-policy/ ), which is incorporated into these Terms.
13. LIMITATION OF LIABILITY
13.1. Our liability to you under the Agreement is limited to the amount paid by you under the Agreement in the 3 months preceding the date on which you first bring your claim against us. Neither Party will be liable for indirect, special or consequential costs or damages, or lost revenues or profits, downtime costs, claims for misrepresentation, or loss or damage to data. This clause does not limit either Party’s liability for any liability which may not be limited or excluded by applicable law.
13.2. This clause does not serve to in any way limit any rights you may have against the Vendor pursuant to the EULA (as applicable).
14. COMPLIANCE WITH THE MODERN SLAVERY ACT 2015
14.1. The Supplier warrants that no slavery, human trafficking or child labour is taking place in its business, nor in the business of any member of any group of companies of which the Supplier is a member. In performing its obligations under the Contract, the Supplier shall comply with the Modern Slavery Act 2015. Where the Supplier (or a parent company of the Supplier) is required to comply with section 54 of the Modern Slavery Act 2015, the Supplier shall provide the Customer with a copy of its statement under that section, promptly after publication of that statement.
14.2. Where this clause 14 refers to a “supply chain”, this includes any and all sub-contractors and suppliers who are involved in the provision of goods and/or services which are used in, or which form part of, the goods and/or services provided to the Customer under the Contract. The Supplier warrants that, so far as it is aware, no slavery, human trafficking or child labour is taking place in its supply chain. It undertakes to obtain a legally binding warranty from those within its supply chain that they are not doing anything which (if it were done in the UK) would amount to an offence under the Modern Slavery Act 2015.
14.3. The Supplier shall respond to any request from the Customer (a) to demonstrate the Supplier’s compliance with the Modern Slavery Act 2015 and with this clause 14 and/or (b) for information about steps which the Supplier is taking or has taken (if any) with a view to ensuring that there is no slavery, human trafficking or child labour in its supply chain, in each case within five working days.
14.4. The Supplier warrants that neither it, nor any of its officers or employees, has been convicted of any offence involving slavery, child labour or human trafficking, and that none of them is the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any actual or alleged such offence, in any jurisdiction. It gives the same warranty in relation to those within its supply chain, except that this warranty is given so far as it is aware.
14.5. The Supplier shall indemnify, keep indemnified and hold harmless the Customer against any and all losses arising as a result of any breach of any warranty in this clause 14.
14.6. Any breach of this clause 14 by the Supplier shall be deemed to be a material breach of the Contract.
15. MISCELLANEOUS
15.1. Force Majeure. Except for payment obligations, neither Party will be liable for delays due to causes beyond its reasonable control.
15.2. Termination. The Agreement may be terminated on written notice by a Party if the other Party materially breaches the Agreement and fails to remedy its breach within a reasonable period after being notified of such a breach in writing by the other Party.
15.3. Survival. Any term which should reasonably be expected to survive termination of the Agreement will survive termination of the Agreement and shall apply to both Parties’ respective successors and permitted assigns.
15.4. Amendments. The Agreement may only be modified through a written amendment signed by both Parties.
15.5. Third Parties. Apart from the Vendor, the ability of third parties to enforce any rights under the Contracts (Rights of Third Parties) Act 1999 is hereby excluded.
15.6. Severability. The provisions of the Agreement are intended by the Parties to be severable in the event that any part of it is held to be illegal or unenforceable (in whole or in part) and such part shall not affect the validity and enforceability of the remaining provisions or the remainder of the affected provision under the Agreement.
15.7. Applicable laws. Each Party agrees to comply with the laws applicable to its business.
15.8. Governing Law. This Agreement and any dispute arising under or in any way connected with the subject matter of this Agreement (whether of a contractual or tortious nature or otherwise) shall be governed by and construed in accordance with the law of England and Wales, and the parties submit to the exclusive jurisdiction of the English and Welsh Courts.
