Page tree

Versions Compared

Key

  • This line was added.
  • This line was removed.
  • Formatting was changed.

Table of Contents

 

 

1.  GeneralGeneral

 

1.1.

...

     In these terms and conditions (the “Terms”) references to “Digital Detective Group” are to Digital Detective Group Limited. “Client” means any person, firm, company or any other party with whom Digital Detective Group enters into any contract whether directly or indirectly. “Contract” means any Contract for Goods howsoever made between Digital Detective Group and the Client.   “Goods” shall be taken to include, but shall not be limited to, any computer hardware, firmware, software, training or consultancy services supplied by Digital Detective Group for the purposes of data recovery, data conversion, data analysis, data duplication, computer consultancy services, computer software design and forensic services and, "Client Goods" shall be taken to include but not be limited to any computer hardware, firmware or software supplied by the Client to Digital Detective Group so that Digital Detective Group may undertake data recovery, data conversion, data analysis, data duplication,  and/or forensic services.

 

1.2.

...

     Each Contract with Digital Detective Group shall be subject to these Terms and any terms specified or referred to in writing signed by an authorised signatory of Digital Detective Group in the relevant quote or TOR (terms of reference).  These Terms shall prevail over any other inconsistent terms, communications or form of contract unless such terms are expressly agreed in writing signed by a Director of Digital Detective Group.

 

1.3.

...

     If the Client submits any instruction containing terms inconsistent with or purporting to override these Terms, Digital Detective Group’s acknowledgement or acceptance of such instruction shall constitute a counter offer to these Terms.

 

1.4.

...

     No waiver by Digital Detective Group of any breach of these Terms, shall be effective unless in writing, or prejudice Digital Detective Group’s rights in respect of any subsequent breach.

 

1

...

.5.     Digital Detective Group will use reasonable endeavours to meet relevant response times.  However, failure to meet response times is not of the essence of any contractual obligation.

 

2. Basis of Sale

 

2.1.

...

2. Estimate and Formation of Contract

2.1  Acceptance of any quote by the Client must be in writing signed by an authorised signatory of the Client and such acceptance shall with the quote form the Contract. Digital Detective Group reserves the right not to commence work or accept any appointment until Digital Detective Group has received the said acceptance.

2.2  Digital Detective Group reserves the right to cancel the Contract without liability to the Client at any time before the Goods are delivered or the services are performed if Digital Detective Group becomes aware that the work infringes any applicable laws or regulations, industry standards or any third party rights or involves (if not stated in the quote) obscene, libellous or defamatory material. The Client will indemnify Digital Detective Group for any loss, costs, damages, charges and expenses which Digital Detective Group incurs in respect thereof. 

2.3  In the instance where site work has been cancelled or postponed by the Client before the scheduled work is due to take place, Digital Detective Group may at its discretion levy a cancellation fee.

2.4  Digital Detective Group shall supply and the Client shall purchase the Goods as principals only, to the intent and with the effect that no other party shall have any rights or obligations, or be entitled to sue or become liable to be sued, under the Contract.

3. Performance and Delivery

3.1  Unless expressly agreed to the contrary in writing all times and dates for performance of services and for dispatch or delivery of Goods are estimates only given in good faith but without liability on the part of Digital Detective Group.  Time of performance, dispatch or delivery is not of the essence of the Contract.

3.2  Digital Detective Group may dispatch or deliver Goods by instalments in such quantities and at such times as it decides.

3.3  The Client undertakes to inspect or to procure the inspection of the Goods delivered at the earliest opportunity after delivery and in any event within 48 hours of delivery.  Any claim for shortfall in a delivery of the Goods or claim that the Goods do not comply with the order confirmed by Digital Detective Group must be notified in writing within 3 days of delivery.  Failure to make such a claim within the period shall constitute unqualified acceptance of the Goods and waiver by the Client of all claims relating to non-delivery of the Goods, non-compliance with the order or delivery of the wrong Goods.

3.4  Digital Detective Group will make best endeavours to provide training courses on the date(s) specified in the Contract; however Digital Detective Group reserves the right to make changes to or cancel the training course if necessary.

3.5  The Client is responsible for ensuring that the work stipulated by it in the Contract is sufficient for its purpose. Digital Detective Group makes no representations or warranties as to the benefit to the Client arising out of the provision of the work.

3.6  All data conversion work will be carried out in accordance with the Client's reasonable instructions however no warranty can be given as to the suitability of the converted data to the Client.

3.7  All investigation and processing work is carried out on the understanding, that unless otherwise stated in the Contract, any and all of the Client's Goods are in good working order.  Prior to commencement of work no warranty is given in this respect. Where hardware, firmware or software faults are encountered in the Client's Goods additional work may be involved.  This work is outside the scope of the Contract and may require the expenditure of additional time and cost.

3.8  All work carried out by Digital Detective Group will be diligently executed in accordance with the Clients reasonable instructions and in accordance with the Contract.

3.9  The Client shall not return Goods to Digital Detective Group whether under this warranty or otherwise unless expressly instructed to do so by Digital Detective Group and all Goods returned to Digital Detective Group must be suitably packaged.

4. Price and Payment

4.1  All prices quoted in writing are valid for 30 days unless otherwise stated in the Contract.

4.2  Subject as is expressly agreed by Digital Detective Group or detailed in the Contract, Digital Detective Group may invoice the Client at such times as it shall in its discretion think fit and reserves the right to raise more than one invoice in respect of any Contract.

4.3  Unless granted a Credit Account by Digital Detective Group, payment must be made on acceptance of the Contract.

4.4  Digital Detective Group may at its absolute discretion grant the Client an account allowing up to 30 days credit in respect of such amount as Digital Detective Group shall from time to time decide (“Credit Account”).  Digital Detective Group reserves the right at any time without notice to the Client, with immediate effect and without assigning any reason thereof to refuse or limit the amount and/or period of credit which may be available to the Client.

4.5  If the Client exceeds the limit on any Credit Account any further sums due from the Client must be paid immediately.

4.6  Digital Detective Group reserves the right to decline to start or continue any work if the Client does not pay Digital Detective Group in accordance with these Terms.

4.7  Digital Detective Group shall be entitled to charge interest on any overdue sums at a rate of 2% per month from the due date up to and including the date of payment of cleared funds.  Such interest shall be payable on demand.

4.8  The price and any additional charges payable under the Contract are exclusive of all sales taxes including Value Added Tax at the prevailing rate.

4.9  Time for payment is of the essence of the Contract.

4.10 Where it is necessary to use additional media to carry out the recovery or diagnosis e.g. spare parts for a disk drive, Digital Detective Group reserves the right to charge the Client for such additional media at cost.

5. Risk, Packaging and Carriage

5.1  Risk in the Client's Goods shall only pass to Digital Detective Group when received at the premises of Digital Detective Group and shall pass back to the Client when notified by Digital Detective Group that data and/or the Client's Goods are available for collection at the premises of Digital Detective Group or on dispatch by Digital Detective Group whichever is applicable.

5.2  Digital Detective Group is not responsible for arranging and/or paying for packaging and carriage of the Client's Goods to Digital Detective Group or to the Client unless specifically stated elsewhere in the Contract.

5.3  Digital Detective Group may arrange for dispatch to the Client of the recovered data and/or Client's Goods by courier for which charges may be made.

5.4  If within 30 days after Digital Detective Group has informed the Client of the completion of the work, Digital Detective Group has not received any written instructions to return the Client's Goods and/or data Digital Detective Group may dispose of the Client's Goods as it deems fit (except in the case of investigation or forensic processing work where for legal reasons the data and/or Client's Goods may not be disposed of by Digital Detective Group) or at Digital Detective Group’s discretion levy a storage charge therefore.

6. Termination and Cancellation

6.1  The Client may not cancel any Contract which has been accepted by Digital Detective Group except with the written agreement of Digital Detective Group and on terms that the Client shall indemnify Digital Detective Group in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by Digital Detective Group as a result of cancellation.

6.2  If the Client cancels a confirmed training course or delegate place on a training course within 20 business days prior to the course commencement date, the Client will incur the full cost of the training course fee.

6.3  If the Client cancels a confirmed training course or delegate place on a training course outside of the period 20 business days before the course commencement date but in less than 40 business days before the course commencement date, the Client will incur 50% of the full course fee.

6.4  Without prejudice to its rights, Digital Detective Group may terminate the Contract or suspend any future deliveries to the Client if;

6.5  Any distress execution or other legal process is levied upon any of the Client’s assets

6.6  The Client ceases to trade or becomes unable to pay its debts as they fall due or a petition is presented or a meeting convened for the purpose of its winding up or the Client enters into liquidation, either compulsory or voluntary, or compounds with its creditors generally or has an administrator, received or administrative receiver appointed over all or part of its assets or takes or suffers any similar action in consequence of debt

6.7  The Client fails to pay by the due date for payment any monies due from it to Digital Detective Group

6.8  The Client commits any breach of these Terms and fails to remedy such breach (if capable of remedy) within a period of 30 days from receipt of notice in writing from Digital Detective Group requesting such remedy

6.9  Termination will not affect the rights of either party accrued at the date of termination nor will it affect the obligations expressed or clearly intended to continue notwithstanding termination.

7. Warranty

7.1  Due to the nature of data recovery work, Digital Detective Group cannot warrant or give guarantees to be able to recover data in whole or in part or that any data so recovered will be complete or of use to the Client.

7.2  Due to the nature of data recovery work, Digital Detective Group cannot warrant or give guarantees that any goods received from the Client will not suffer damage or be further damaged as a result of the data recovery process.

7.3  With regard to work involving the investigation or forensic processing of data, no guarantee is given or implied as to the existence of any evidentially significant material prior to the commencement of any investigation or forensic processing work. Irrespective of the result of investigation or forensic processing work and in all instances, the agreed fee is payable by the Client in accordance with these Terms.

7.4  Unless otherwise stipulated in writing in the Contract, any hardware supplied by Digital Detective Group shall be covered by the applicable warranty provided by the manufacturer.

7.5  Where hardware, firmware or software is supplied by Digital Detective Group, Digital Detective Group shall be under no obligation to maintain the product under the provisions of the warranty where, in Digital Detective Group’s reasonable opinion, maintenance or repairs are needed because of improper or inadequate installation, use or maintenance, actions or modifications by unauthorised third parties or the Client, or accidental or wilful damage.

7.6  Where hardware, firmware or software is supplied by Digital Detective Group, Digital Detective Group reserves the right to replace the whole or any part of the Goods under the provision of the warranty.  Repairs may be carried out using reconditioned parts or products which, whilst not necessarily identical to the Goods, are equivalent to new in functionality.

8. Liability

8.1  All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

8.2  Digital Detective Group shall not be liable for any loss of profits or business, anticipated earnings or goodwill.

8.3  Subject to 8.2 the entire liability of Digital Detective Group howsoever occasioned, shall not exceed a sum equivalent to the sum paid to Digital Detective Group by the Client under these Terms.

8.4  The Client shall indemnify Digital Detective Group and keep Digital Detective Group fully and effectively indemnified against any loss of or damage to any property or injury to or death of any persons caused by any negligent act or omission or wilful misconduct of the Client, its employees, agents or sub-contractors or by any breach of its contractual obligations.

8.5  Nothing in these terms and conditions excludes or limits the liability of Digital Detective Group for death or personal injury caused by Digital Detective Group's negligence or fraudulent misrepresentation.

9. Third Party Rights

9.1  No term of the Contract shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party

10. Confidentiality

10.1  Subject to the provisions of 10.2, each party shall take all reasonable measures to keep confidential all information that is disclosed to such party by the other party (or that may come to such party’s knowledge or is disclosed to it as a result of visiting the premises of the other party           during  the course of this Contract) in order for the services to be performed under this Contract.

10.2  The provisions of 10.1 shall not apply to any information that the receiving party can show:

10.3  Was at the time of receipt in the public domain or which subsequently became part of the public domain through no breach of this Contract;

10.4  Was already in the receiving party’s possession at the time of receipt and which was not acquired directly or indirectly from the disclosing party; or

10.5  Was lawfully acquired by the receiving party from others who had full rights to disclose it to the receiving party.

10.6  The confidentiality obligations in this clause shall be deemed to apply also to the employees, consultants, contractors and ex-employees of the receiving party.

11. Force Majeure

11.1  Digital Detective Group shall not be liable for any failure or delay in the performance of its obligations where the same is due to any     circumstances outside its reasonable control, including (without limiting the foregoing) war, strikes, lock-outs, industrial action, shortage of supplies,   breakdown, transport delays, accidents, government action, fire, terrorism or criminal acts.

12. Intellectual Property Rights 

 12.1  The copyright, design right and all other intellectual property rights in the Goods and all other works created or commissioned by Digital Detective Group shall remain exclusively the property of Digital Detective Group.  All attempts by the Client or any other person to use, copy, adapt, reproduce or transmit all or any part of such Goods and other work created or commissioned by Digital Detective Group without Digital Detective Group's prior written consent are prohibited to the fullest extent permitted by law.

        12.2  The Client warrants that so far as it is reasonably aware it either owns or has rights to use and provide to Digital Detective Group to use in the Contract any ideas, concepts, designs and materials or data which it may provide to Digital Detective Group in pursuance of the Contract. 

13. Entire Agreement

...

     Digital Detective Group will sell, and the Client will purchase, the hardware and/or software in accordance with any written order of the Client which is accepted by Digital Detective Group, subject in either case to these Terms.

 

2.2.     These Terms govern the Contract to the exclusion of any other terms and conditions (if any) contained on or referred to in an order form or other communication from the Client. No addition, variation or substitution of these Terms will bind Digital Detective Group or form part of any order unless agreed in writing and signed by authorised representatives of both parties.

 

2.3.     These Terms and the terms of any order constitute the entire understanding of the parties and supersede all prior promises, representations and undertakings.

 

2.4.     No Digital Detective Group employee or agent is authorised to make any representations concerning the subject matter of the Contract unless confirmed by Digital Detective Group in writing. The Client acknowledges that it is not relying on any such representation not so confirmed.

 

3. Orders

 

 

3.1.     Any order placed with Digital Detective Group will be accepted at Digital Detective Group’s sole discretion and, if accepted, will only be accepted on and subject to these Terms.

 

3.2.     Each order so accepted constitutes a separate legally binding Contract between Digital Detective Group and the Client.

 

3.3.     The Client is responsible for ensuring the accuracy of any order submitted to Digital Detective Group.

 

3.4.     Digital Detective Group reserves the right to modify any hardware and/or software ordered, which are required to conform to any applicable safety or statutory requirements, or which do not materially affect their quality or performance.

 

3.5.     Once accepted by Digital Detective Group, no order may be cancelled by the Client without Digital Detective Group’s express prior written agreement.

 

4. Prices

 

 

4.1.     Unless otherwise stated, quotations are valid for acceptance for 30 days or earlier acceptance, after which they will lapse. Any quotation that has lapsed must be reconfirmed with Digital Detective Group prior to an order being accepted.

 

4.2.     Digital Detective Group reserves the right, by giving the Client written notice at any time before delivery, to increase the price of hardware and/or software and/or support and/or services to reflect any increase in the cost to Digital Detective Group which is due to any factor beyond Digital Detective Group’s control. Where possible, Digital Detective Group will provide 30 days’ notice of any price changes but the Client acknowledges this may not always be possible where prices vary for reasons outside of Digital Detective Group’s control. Digital Detective Group therefore reserves the right to vary prices at short, or even no, notice. Any price changes will be notified to the Client as soon as reasonably possible.

 

4.3.     All prices are exclusive of VAT and any other sales taxes and delivery charges, unless otherwise stated. All delivery charges are charged as extra, irrespective of invoice value. Any overseas duties and taxes will be the responsibility of the Client.

 

4.4.     Digital Detective Group shall be able to increase the price for support and maintenance services by giving the Client not less than 30 days’ notice prior to the commencement of the next 12-month period of support and maintenance.

 

5. Payment

 

 

5.1.     Payment will be made by the Client within 30 days of delivery or of receipt of invoice, if earlier, except that payment at the time of order will be required for new Clients, or Client’s for whom Digital Detective Group deems immediate payment to be necessary.

 

5.2.     Any account unpaid after sixty days from invoice date will attract interest at 4% above the current National Westminster Bank Plc base lending rate; alternatively, Digital Detective Group reserves the right to apply for the provisions of the Late Payment of Commercial Interest Act 1998. All outstanding invoices shall be immediately due and payable, regardless of the date of the invoice. In addition, any costs arising in the pursuance of recovery of overdue invoices, howsoever incurred, will become the liability of the Client. The Client is not entitled to withhold or delay any payment due by reason of any actual or alleged defect, whether or not such defect is the subject of any claim.

 

5.3.     The Client is responsible for any bank or other charges (including, but not exclusively, transfer charges, costs of cheques not being honoured etc.).

 

5.4.     If and for so long as there are any overdue invoices (whether under this Contract or otherwise), the Company shall be entitled to suspend provision of any goods or services to the Client.

 

5.5.     If:

 

5.5.1.        any sum owed by the Client to Digital Detective Group or any other associated company, under this or any other contract is overdue; or

 

5.5.2.        at any time, the credit standing of the Client has in Digital Detective Group’s reasonable opinion been impaired for any reason; or

 

5.5.3.        the Client fails to make any payment when it becomes due; or

 

5.5.4.        the Client makes any voluntary composition or arrangement with its creditors;

 

5.5.5.        or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or an encumbrance takes possession, or a receiver is appointed, of any of the property or assets of the Client; or if a resolution for the winding up of the Client is passed or a court makes an order to that effect; or if there is any breach by the Client of these Terms; or the Client ceases, or threatens to cease, to carry on business; or there is a change of control of the Client (as described in Section 840 of Income and Corporation Taxes Act 1988) or any purported arrangement of the legal or beneficial interest in this contract; or Digital Detective Group reasonably apprehends that any of the events mentioned above is about to occur in relation to the Client and notifies the Client accordingly, then Digital Detective Group may, without prejudice to its other rights and remedies and at its option, be entitled to cancel the Contract or withhold any further deliveries and/or suspend the provision of further services without liability to the Client until arrangements as to payment or credit have been established to Digital Detective Group’s reasonable satisfaction.

 

5.6.              Digital Detective Group shall be entitled but not obliged at any time or times without notice to the Client to set off any liability of the Client (or any group company of the Client) to Digital Detective Group against any liability of Digital Detective Group to the Client (or any group company of the Client) (in either case howsoever arising and whether any such liability is present or future liquidated or un-liquidated and irrespective of the currency of its denomination) and may for such purpose convert or exchange any currency. Any exercise by Digital Detective Group of its rights under this clause shall be without prejudice to any other rights or remedies available to Digital Detective Group under this Contract or otherwise.

 

6.   Delivery

 

 

6.1.     Delivery is the responsibility of the Client and Digital Detective Group arranges delivery solely as the Client’s agent. Digital Detective Group accepts no responsibility for any loss or damage in transit. Any such loss or damage must be notified to Digital Detective Group and the courier, in writing within 48 hours.

 

6.2.     Dates are given in good faith but are business estimates only and are not guaranteed. Digital Detective Group is not liable for any loss or damage suffered by the Client as a result of Digital Detective Group’s failure to comply with such delivery times.

 

6.3.     The Client’s refusal to accept delivery (either part or whole) shall permit Digital Detective Group to treat the Contract as repudiated by the Client and to decline to make any further deliveries, without prejudice to Digital Detective Group’s right to recover damages for breach of contract.

 

6.4.     Digital Detective Group reserves the right to make deliveries in instalments. If the Client refuses or fails to accept any delivery, Digital Detective Group reserves the right to invoice the Client in respect of the balance remaining undelivered, with payment becoming due immediately, and Digital Detective Group shall be entitled to charge reasonable storage costs to the Client, the hardware and/or software being held at the Client’s risk.

 

7.   Overseas Clients

 

7.1.     Unless otherwise agreed by the Company in writing the Client shall be responsible for all duties, levies, imposts, taxes or other liabilities arising on the exportation of the Goods from the United Kingdom and importation of the Goods overseas.

 

8.   Title and Risk

 

8.1.     Property in the hardware shall only pass to the Client on receipt by Digital Detective Group in cash or cleared funds payment in full of the price of that hardware.

 

8.2.     Property in any software shall, at all times, remain vested as per the software licence agreement of its licensor, and the Client’s rights shall be governed by the terms of any licence relating to such software. All third-party licensing agreements must be compiled with by the Client in all respects. Copies are available at Digital Detective Group’s website: http://kb.digital-detective.net/x/fIUU. The Client shall indemnify Digital Detective Group against the consequences of any breach or infringement of that licence.

 

8.3.     In the absence of express agreement to the contrary, any software written, created, adapted or developed by Digital Detective Group shall remain the exclusive property of Digital Detective Group. The Client shall not reverse engineer, decompile, disassemble, assign transfer sell lease rent charge or otherwise deal in or encumber Digital Detective Group’s intellectual property and shall keep the same confidential, shall maintain a record of the whereabouts and number of licensed copies and shall take all necessary steps to prevent unauthorised use.

 

8.4.     Subject to the other provisions of this clause 8, risk in the hardware and/or software shall pass to the Client:

 

8.4.1.   if delivered by Digital Detective Group to a place nominated by the Client, when tendered for delivery at that place; or

 

8.4.2.   if to be collected by the Client (or its agent), when loaded onto the Client’s (or its agent’s) vehicle, or at such time as they are available for so loading and would have been loaded but for the Client’s (or its agent’s) failure to collect them; or

 

8.4.3.   if withheld by Digital Detective Group for any valid reason, at such time as the Client would have been able to collect them had Digital Detective Group not been so withholding them, and the Client is responsible for insuring the hardware and software from any such time.

 

8.5.     Until such time as property in the hardware passes to the Client:

 

8.5.1.   the Client shall hold the hardware as Digital Detective Group’s fiduciary agent and bailee, and shall keep all such items separate and distinct from those of the Client and third parties, and separately stored, protected and adequately insured, and identified by labelling as Digital Detective Group’s property. Until such time, the Client shall be entitled to resell or use such items in the ordinary course of its business provided that the net proceeds of sale are sufficient to discharge the outstanding payment obligations to Digital Detective Group, but shall account to Digital Detective Group for the proceeds of sale or otherwise of such items, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate and distinct from any moneys or property of the Client and third parties and, in the case of tangible proceeds, properly stored, protected and adequately insured; and

 

8.5.2.   provided that the hardware is still in existence and has not been resold, Digital Detective Group shall be entitled at any time to require the Client to deliver up the hardware to Digital Detective Group and, if the Client fails to do so forthwith, to enter on any premises of the Client or any third party where such items are stored and repossess them.

 

8.5.3.   the Client will indemnify Digital Detective Group for any loss or degradation of or damage to any hardware caused whilst such hardware is in the possession or under the control of the Client.

 

8.6.     Any hardware and/or software supplied to the Client which is subject to any restrictions or provisions imposed by the manufacturer’s and/or licensor’s conditions are supplied to the Client by Digital Detective Group subject to any such conditions and on the terms of any applicable licence agreement.

 

8.7.     The Client is not entitled to pledge or in any way charge by way of security for any indebtedness any hardware and/or software which remain the property of Digital Detective Group (or its licensor) but, if the Client does so, all moneys owing by the Client to Digital Detective Group shall (without prejudice to Digital Detective Group’s other rights and remedies) become immediately due and payable.

 

9.   Confidentiality

 

9.1.     Each of the parties to this agreement undertakes to the other to keep confidential all information (written or oral) concerning the business and affairs of the other that it shall have obtained or received as a result of the discussions leading up to or the entering into of this agreement save that which is:

 

9.1.1.   Trivial or obvious;

 

9.1.2.   Already in its possessions other than as a result of a breach of this clause; or

 

9.1.3.   In the public domain, other than as a result of a breach of this clause.

 

9.2.     Each of the parties undertakes to the other to take all such steps as shall from time to time be necessary to ensure compliance with the provisions of clause 8.1 above by its employee’s agents and sub-contractors.

 

10.  Warranties

 

10.1.          All hardware and/or software are supplied on and subject to the terms and conditions of warranties and licences of the original manufacturers and/or licensors. Digital Detective Group will pass on to the Client the benefit of any guarantees or indemnities given to it by its supplier. Any software supplied is not warranted to operate error-free or on an uninterrupted basis.

 

10.2.          Digital Detective Group makes no warranty as to the description, quality, fit for purpose, suitability or otherwise of any hardware and/or software supplied. Digital Detective Group accepts no responsibility for any loss or damage, arising directly or indirectly, from the use of any hardware and/or software supplied by it, including any loss arising by reason of any failure of the hardware and/or software to comply with any specifications provided by the Client.

 

10.3.          Digital Detective Group warrants that all services provided under this Contract will be provided with reasonable skill and care.

 

10.4.          Except as otherwise expressly provided, and except where the Client deals as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

 

10.5.          Where the hardware and/or software are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Client are not affected by these Terms.

 

11.       Returns

 

  1.  

 

11.1.          Digital Detective Group operate a returns policy for USB licence keys within 7 days of purchase which carries a full refund, less Digital Detective Group’s actual shipment and re-stocking charge. Once software has been installed, unless in Digital Detective Group’s reasonable opinion there is a fault with the software, Digital Detective Group operate a no returns policy.

 

12.       Defects

 

  1.  

 

12.1.          Digital Detective Group reserves the right, at its sole discretion (acting reasonably), to determine whether any hardware and/or software is defective. Defective hardware and/or software will, at Digital Detective Group’s option, be replaced or rectified. The Client will have no claim in respect of any breach of warranty that should have been apparent on a reasonable visual examination of the hardware and/or software supplied. All associated transport charges for delivery to Digital Detective Group are the responsibility of the Client. The Client is not entitled to terminate the Contract as a result of any defects discovered in any delivery.

 

13.       Limitation of Liability

 

  1.  

 

13.1.          Except in respect of death or personal injury caused by Digital Detective Group’s negligence (for which there shall be no limit on liability) Digital Detective Group is not liable to the Client by reason of any representation, implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any indirect, consequential or special loss or damage (including but not limited to loss of profit, business opportunity, contracts or otherwise), costs, expenses or other claims for consequential compensation whatsoever (whether caused by the negligence of Digital Detective Group, its employees or agents or otherwise) arising out of or in connection with the supply of the hardware and/or software; or their use or resale by the Client; or the supply of any advice and/or consultancy services by Digital Detective Group; or otherwise. The Client is reminded by the Company that the Client can insure against the types of loss referred to in this clause 13.1.

 

13.2.          Except as may otherwise be expressly provided, Digital Detective Group’s liability arising under or in connection with this Contract, whether arising in contract, tort (including negligence) or otherwise shall not under any circumstances, save as set out in clause 10.1, exceed the aggregate price payable by the Client under this Contract. If the Client does not consider that this limit is sufficient to protect its interests, the Client should contact Digital Detective Group and Digital Detective Group will be pleased to discuss with the Client whether it is able to amend this limit. The Client accepts that Digital Detective Group shall be entitled to charge the Client, and the Client shall pay, an additional fee for accepting any different limit if Digital Detective Group agrees to do so.

 

13.3.          The Client shall indemnify Digital Detective Group and keep Digital Detective Group fully and effectively indemnified against any loss of or damage to any property or injury to or death of any persons caused by any negligent act or omission or wilful misconduct of the Client, its employees, agents or sub-contractors or by any breach of its contractual obligations.

 

14.       Force Majeure

 

  1.  

 

14.1.          Digital Detective Group shall not be liable for any loss or damage caused by delay in performance or non-performance of any of its obligations under any Contract where the same is caused by any event beyond Digital Detective Group’s control including but not limited to an act of God, war, riots, insurrection, governmental or parliamentary prohibitions or enactments, import or export regulations, fires, flood, casualty, epidemic, strikes, lock-outs, cessation of labour, trade disputes, destruction or shutdown of production facilities, shortage or curtailment, delay or disruption in transportation, difficulties in obtaining labour or materials, breakdowns or accidents, financial requirements or manufacturing limitation imposed by third–party manufacturers, suppliers or vendors. Should any such event occur, Digital Detective Group may cancel or suspend this Contract without incurring any liability for any loss or damage caused thereby, and Digital Detective Group shall be entitled to recover all monies owing to them in respect of deliveries made or services performed prior to any such failure.

 

15.       Entire Agreement

 

  1.  

 

15.1.          These Terms supersede any previous agreement between the parties in relation to the matters with which they deal and represent

...

14. Notices

14.1  Notices given by Digital Detective Group or the Client must be in writing and sent to the address of the recipient set out in the Contract or the recipients registered office.

14.2  Any such notice may be delivered personally or by first class prepaid letter or facsimile transmission and shall be deemed to have been served if by hand when delivered, if by first class post 48 hours after posting and if by facsimile transmission when despatched.

14.3  Any notice concerning the validity or existence of the Agreement must be delivered personally or sent Special Delivery first class letter post

15. Severance

...

the entire understanding between the parties in relation to those matters.

 

16.       Notices

 

  1.  

 

16.1.          Any notice required or permitted to be given by either party to the other under these Terms shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

 

17.       Severance

 

  1.  

 

17.1.          If at any time all or any part of one or more of the provisions of these Terms is held by any competent authority to be invalid, illegal or unenforceable in any respect under any law, the validity and enforceability of the remaining provisions hereof shall not in any way be affected or impaired

...

 thereby.

16. Law and Jurisdiction

...

thereby.

 

  1.  

 

18.       Law and Jurisdiction

 

18.1.          These Terms and all contracts made between Digital Detective Group and the Client shall be governed in accordance with the laws of England and Wales and the Client submits to the sole jurisdiction of the English Courts.