Terms and Conditions

Smiley I.T. Limited Terms and Conditions of Business:

1. Definitions
“the Company”: Smiley I.T. Limited – A Limited company run by John Hawkins. Offices: 2 Harvey Drive, Hampton, Middlesex, TW12 2FB.
“the Customer”: You the customer
“Goods”: any service or product to be sold by the Company to the Customer.
“Web sites”: https://www.smileyit.com

2. Applications of Conditions
The terms set out hereunder shall apply to any contract made between the Company and the Customer. These terms constitute the entire contract between the Company and the Customer. No person shall have the authority on behalf of the Company to vary, waive or add to these terms and no such variation, waiver or addition shall be binding upon the Company unless it is in writing and signed by an authorised signatory of the Company.

3. Price
i) The Company’s prices are quoted in Great British Pounds Sterling and exclude VAT unless otherwise stated.
ii) The Company reserves the right to modify quoted prices before the order is binding on the Company to take into account any variation in costs without limitation.
iii) The Company will inform the customer of any changes to prices after the order is binding so as the Customer can decide whether to commence with the order.

4. Payment
i) The Company will bill for all work carried out to the customer as per the customers billing instructions. This will usually take place within 1 month of the completion of a project. If the work extends over 1 month the company reserves the right to bill on a monthly basis for work carried out in the previous month.
ii) All invoices are due within 30 days of date of invoice. Failure to pay will result in interest being applied at 2% of the total amount outstanding per month.
iii) In the case that the customer terminates the contract, payment for all work carried out up to that point is liable for the customer and will be invoiced accordingly. All purchases and obligations to purchase made by the Company, which relate to the order by the Customer, prior to the termination of the contract are liable for the customer and will be invoiced accordingly. Wherever possible the Company will seek to cancel obligations and negotiate the best value for the Customer.

5. Delivery
i) Delivery periods quoted are best estimates given in good faith subject to the receipt by the Company from the Customer of all information necessary to enable an order to be filled.
ii) In cases where the Company arranges carriage of the Goods from the Company’s works this will be as agent for the Customer and the Customer will indemnify the Company against all costs and liabilities relating thereto.

6. Liability
i) The Company will in no circumstances be responsible for any loss of business or profit, arising for any reason including negligence on the part of the Company.
ii) The Customer will keep the Company and its employees, agents and other subcontractors indemnified against any claim by the Customer relating to the Goods except any claim for which the Company accepts responsibility.
iii) The Company excludes all other terms and conditions and warranties whether express or implied and whether arising by statute or otherwise relating to the capacity quality description state or condition of the Goods or to their merchantability or fitness for the particular or any purpose for which they may be required.

7. Design Rights
i) The Company retains full ownership of all copyrights and processes relevant to the Goods created by the Company. Any documents issued by or on behalf of the Company are copyright and confidential and the Customer may not reproduce the same or divulge the same to any third party without the Company’s prior written consent. All rights subsisting in such documents are reserved.
ii) Where the Company has built a reusable system for the Customer, the Customer is free to use that system indefinitely within their company. Use, Sale or Distribution of said system in any form outside the Customers company is strictly prohibited.

8. Representations and Warranties
The Goods available from the Company are provided without warranties or conditions of any kind either express or implied. The Company expressly disclaims all warranties and conditions, express or implied. The Company does not represent or warrant that the Goods will be uninterrupted or error-free, or that the Website or the server that makes it available, are free of viruses or other harmful components. The Company does not warrant or represent that the use of the results of the use of the services available through the Web site or from third parties will be correct, accurate, timely, reliable or otherwise.

9. Force Majeure
If the Company’s ability to perform its obligations hereunder is limited, delayed or prevented in whole or in part by any reason whatsoever not reasonably within its control, including without limitation fire storm and tempest, war invasions act of foreign enemy hostilities (whether war be declared or not), civil war, rebellion civil strife, strikes and/or industrial disputes of any law, rule regulation order or other actions by any public authority transportation delays, the Company shall be excused, discharged and released without penalty from performance of the contract to the extent that such performance is limited delayed or prevented. In the event that the Goods or any part thereof have been completed for delivery the Customer shall pay to the Company the proportion of the contract price appropriate to what has been prepared. In the event that nothing has been prepared and the Contract become impossible to perform for reasons not reasonably with the Company’s control the Company’s liability shall be limited to repayment to the Customer of any relevant sums paid to the Company from the Customer.

10. Assignment
The Customer hereunder shall assign neither this contract nor any of the rights or obligations without the prior written consent of the Company.

11. Privacy
It is the Company’s policy to respect the privacy of its Customers and the confidentiality of information that is submitted whilst conducting business, via the Web sites or electronic mail or any other means of communication. All information received by the Company will be deemed as confidential and will not be disclosed by the Company to any other party other than the Customer, with the exception to conform to legal requirements or comply with legal process.

12. Disclaimer
The Company makes no guarantees, warranties, undertakings or representations, nor accepts any liability in respect of any costs, losses, damages or expenses suffered or incurred (howsoever) in connection with:
i) Any part of the content of the Web sites or Goods (including, without prejudice to the foregoing generality, any guarantees, warranties, undertakings or representations regarding the quality, correctness, completeness, or fitness for any reason of such content)
ii) Any part of the content of any website referred to or accessible by hypertext link through the Web sites (“a third party site”). The Company does not endorse or approve the content of any third party site (including without prejudice to the foregoing generality the content of and/or any products or services offered by any organisation which may be referred to on the websites or which may be accessed from the websites by hypertext link or otherwise).

13. Applicable Laws
The contract shall be governed and construed in all respects in accordance with the laws of England and Wales.

 
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