Application and entire agreement

1. This document sets out the terms and conditions for sale of goods and services by C3 Software Ltd (“we” or “us” or “supplier”) by the purchaser (you or customer). C3 Software Limited a company registered in England and Wales under number 04229552 whose registered office is at Unit A23 Arena Business Centre, Holyrood Close, Poole, England, BH17 7FJ
2. These Terms and Conditions are subject to change and variation. Changes will be notified on our website www.websitespellchecker,com where the latest version of terms and conditions will be available.
3. These Terms and Conditions will be deemed to have been accepted by you when either you accept them, or the quotation for services, or proceed with the purchase of digital services or goods (whichever happens earlier) and will constitute the entire agreement between us and you.
4. Terms and Conditions and the quotation or purchase (together, the Contract) apply to the purchase and sale of any Goods between us and you, to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
5. When we refer to the words “writing” and “written” throughout these terms and conditions this includes email.
6. A “business day” means any day other than a Saturday, Sunday or bank holiday in England and Wales.
7. Any headings in these Terms and Conditions are for convenience only and will not affect their interpretation.
8. Words imparting the singular number include the plural and vice-versa.     

Our Contract

9. Our acceptance of your order will take place when we email you to accept it at which point a contract will come in to existence between you and us.
10. If we are unable to accept your order we will inform you of this and will not charge you or if payment has been made already will refund in full for this product. This might be due to product stock, unexpected limits on our resources which we could not reasonably plan for, an error in the pricing or description of the product or we are unable to meet a specified delivery deadline.

Goods and Services

11. The description of the Goods and services is set out in our sales documentation and on our website, unless expressly changed in our quotation. In accepting the quotation you acknowledge that you have not relied upon any statement, promise or other representations about the Goods by us. Descriptions of the Goods and Services set out in our sales documentation and website are intended as a guide only.
12. We can make any changes to the specification of goods and services or suspend the supply of them which are required to conform to any applicable safety or other statutory or regulatory requirements and to implement technical adjustments and improvements.
13. If we make changes to the goods we will notify you and you may contact us to end the contract before the changes take effect and receive a refund for any products paid for but not received.
14. If we suspend the supply of goods we will notify you and will refund any sums paid in advance that you have not received goods or services for and will not be provided.
15. Images displayed in our sales documentation and on our website are for illustrative purposes only, whilst we have made every effort to display the items correctly your own goods and services may vary from those images and or descriptions.
16. If the goods or service are ongoing or a subscription to receive digital goods we will supply the goods or service until the services are completed or the subscription expires, or you end the contract as in clause 25 & 26 or we end the contract as in clause 25, 26 & 29

Price

17. The price (Price) of the Goods or services will be the price set out in the order or our acceptance of the order. In some cases the price will be set out in our quotation, current at the date of your order or such other price as we may agree in writing.
18. If the cost of the Goods to us increases due to any factor beyond our control including, but not limited to, material costs, labour costs, alteration of exchange rates or duties, or changes to delivery rates, we can increase the Price prior to delivery.
19. Any increase in the Price under the clause above will only take place after we have told you about it.
20. You may be entitled to discounts. Any and all discounts will be at our discretion.
21. The Price is exclusive of fees for packaging and transportation / delivery.
22. The Price is exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority, in the event the rate of VAT changes we will adjust the rate of VAT you pay unless the goods and services have already been paid for in full.

Cancellation and alteration

23. Details of the Goods and services set out in our sales documentation and website are subject to alteration without notice and are not a contractual offer to sell the Goods which is capable of acceptance.
24. The quotation (including any non-standard price negotiated in accordance with the clause on Price (above) is valid for a period of 28 days only from the date shown in it unless expressly withdrawn by us at an earlier time.
25. Either of us can cancel the order for any reason prior to your acceptance (or rejection) of your quotation or our acceptance (or rejection) of your order.
26. Your right to end the contract; Your rights to end the contract will depend on what you have purchased. The reason for ending the contract and when you decide to end the contract.
    
    
    1. If what you have purchased is at fault or mis-described you may have a legal right to end the contract
    2. If you wish to end the contract because of changes we are going to make-applicable to long term services and subscriptions.
    3. We have told you about an error in the price or description of the service or goods ordered and you no longer wish to proceed.
    4. We have suspended supply of the goods or service for technical or supply reasons.
    5. We have informed you about a significant delay in providing the services or goods.
    6. If you have just changed your mind you may be entitled to a refund assuming the product has not been utilised during the cooling off period, where this is the case any refund may be subject to deductions. You will be asked to return or destroy any physical or digital documentation or uninstall any digital goods such as software. Where services have been completed, even if the cooling off period is still running you will not be entitled to a refund unless we are at fault, in line with the consumer contracts regulations 2013.
27. If you are ending the contract for reasons b to e in clause 26 we will refund you immediately in reasons a and f it will be discretionary and subject to a case by case review.
28. If you wish to end your contract with us please email us at support@c3software.co.uk or call us on 01202 233232 stating your order number, company name and contact details.
29. Furthermore we can terminate the sale of goods and services under the Contract where:
    
    1. you commit a material breach of your obligations under these Terms and Conditions;
    2. you are, you become or, in our reasonable opinion, are about to become the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtors;
    3. you enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with your creditors; or
    4. you convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part thereof, any documents are filed with the court for the appointment of an administrator, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of your affairs or for the granting of an administration order, or any proceedings are commenced relating to your insolvency or possible insolvency.

Payment

30. For most of our goods and services you will be charged upfront at the time of purchase before the service takes place or we dispatch any goods. There are some services which are exempt, such as long term project work, these services will be quoted for and payment terms set out and agreed with you during the quotation process.
31. Where invoices are sent these must be paid in full within 7 days of the date of our invoice or otherwise according to any credit terms agreed between us.
32. You must make payment even if delivery has not have taken place and/or that the title in the Goods has not passed to you.
33. If you do not pay within the period set out above, we will suspend any further deliveries or services to you and without limiting any of our other rights or remedies for statutory interest, charge you interest at the rate of 4.5% per annum above the base rate of the Bank of England from time to time on the amount outstanding until you pay in full.
34. Time for payment will be of the essence of the Contract between us and you.
35. All payments must be made in British Pounds unless otherwise agreed in writing between us.
36. Both parties must pay all amounts due under these Terms and Conditions in full without any deduction or withholding except as required by law and neither party is entitled to assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.

Delivery

37. During the process of purchase of goods and services or during quotation we will inform you of the expected timeframe in which we aim to provide them to you.
38. We will arrange for the delivery of the Goods to the address specified in the quotation, or your order or to another location we agree in writing, for digital services or good this includes specified email addresses.
39. Subject to the specific terms of any special delivery service, delivery can take place at any time of the day and must be accepted at any time between 8 am to 8 pm.
40. If you do not take delivery of the Goods we may, at our discretion and without prejudice to any other rights:
    
    1. store or arrange for the storage of the Goods and will charge you for all associated costs and expenses including, but not limited to, transportation, storage and insurance; and / or
    2. make arrangements for the redelivery of the Goods and will charge you for the costs of such redelivery; and/or
    3. after 10 business days, resell or otherwise dispose of part or all of the Goods and charge you for any shortfall below the price of the Goods.
41. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. We will not be liable for any delay in delivery of the Goods that is caused by a circumstance beyond our control or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. If our supply of goods or services is delayed we will contact you as soon as possible to let you know and will take steps to minimise the effect of any delay. Provided we do this we will not be liable for delays caused by events out of our control, but if there is risk of a substantial delay you may contact us to end the contract and receive a full refund for any goods or services you have paid for but not yet received.
42. We can deliver some goods and services by instalments, which will be invoiced and paid for separately. Each instalment is a separate contract. Any delay in delivery or defect in an instalment will not entitle you to cancel any other instalment.
43. We may need certain information from you to supply goods and services to you, if so we will request this information either at the time of purchase or we will contact you to request it. If you do not give this information within a reasonable time of us asking for it or you give us incomplete or incorrect information we may terminate the contract and will not be responsible for supplying the goods or services late.

Inspection and acceptance of Goods

44. You must inspect the Goods on delivery or collection.
45. You own the goods once we have received payment in full and you have received them.
46. If you identify any damages or shortages, you must inform us in writing within 28 days of delivery, providing details.
47. Other than by agreement, we will only accept returned Goods if we are satisfied that those Goods are defective and if required, have carried out an inspection.
48. Subject to your compliance with this clause and/or our agreement, you may return the Goods and we will, as appropriate, repair, or replace, or refund the Goods or part of them.
49. We will be under no liability or further obligation in relation to the Goods if:
    
    1. if you fail to provide notice as set above; and/or
    2. you make any further use of such Goods after giving notice under the clause above relating to damages and shortages; and/or
    3. the defect arises because you did not follow our oral or written instructions about the storage, commissioning, installation, use and maintenance of the Goods; and/or
    4. the defect arises from normal wear and tear of the Goods; and/or
    5. the defect arises from misuse or alteration of the Goods, negligence, wilful damage or any other act by you, your employees or agents or any third parties.
50. You bear the risk and cost of returning the Goods.
51. Acceptance of the Goods will be deemed to be upon inspection of them by you and in any event within 28 days after delivery.

Risk and title

52. The risk in the Goods will pass to you on completion of delivery.
53. Title to the Goods will not pass to you until we have received payment in full (in cash or cleared funds) for: (a) the Goods and/or (b) any other goods or services that we have supplied to you in respect of which payment has become due.
54. Until title to the Goods has passed to you, you must (a) hold the Goods on a fiduciary basis as our bailee; and/or (b) store the goods separately and not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; and/or (c) keep the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.
55. As long as the Goods have not been resold, or irreversibly incorporated into another product, and without limiting any other right or remedy we may have, we can at any time ask you to deliver up the Goods and, if you fail to do so promptly, enter any of your premises or of any third party where the Goods are stored in order to recover them.

Limitation of liability

56. Our liability under the Contract, and in breach of statutory duty, and in tort, misrepresentation or otherwise will be limited to this section.
57. Subject to the clauses above on Inspection and Acceptance and Risk and Title, all warranties, conditions or other terms implied by statute or common law (save for those implied by Section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.
58. If we do not deliver the Goods, our liability is limited, subject to the clause below, to the costs and expenses incurred by you in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.
59. Our total liability will not, in any circumstances, exceed the total amount of the Price payable by you.
60. We will not be liable (whether caused by our employees, agents or otherwise) in connection with the Goods, for:
    
    1. any indirect, special or consequential loss, damage, costs, or expenses; and/or
    2. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; and/or
    3. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; and/or
    4. any losses caused directly or indirectly by any failure or breach by you in relation to your obligations; and/or
    5. any loss relating to the choice of the Goods and how they will meet your purpose or the use by you of the Goods supplied.
61. The exclusions of liability contained within this clause will not exclude or limit our liability for death or personal injury caused by our negligence; or for any matter for which it would be illegal for us to exclude or limit our liability; and for fraud or fraudulent misrepresentation.

Communications

62. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
63. Notices will be deemed to have been duly given:
    
    1. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
    2. when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
    3. on the fifth business day following mailing, if mailed by national ordinary mail; or
    4. on the tenth business day following mailing, if mailed by airmail.
64. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.

Personal Information

65. When providing the Goods to the Buyer, the Seller may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the Buyer.
66. The parties agree that where such processing of personal data takes place, the Buyer shall be ‘data controller’ and the Seller shall be the ‘data processor’ as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.
67. For the avoidance of doubt, ‘Personal Data’, ‘Processing’, ‘Data Controller’, ‘Data Processor’ and ‘Data Subject’ shall have the same meaning as in the GDPR.
68. The Seller shall only Process Personal Data to the extent reasonably required to enable it to provide the Goods as mentioned in these terms and conditions or as requested by and agreed with the Buyer, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or for any third party’s purposes.
69. The Seller shall not disclose Personal Data to any third parties other than employees, directors, agents, subcontractors or advisors on a strict “need-to-know” basis and only under the same (or more extensive) conditions as set out in these terms and conditions or to the extent required by applicable legislation and/or regulations.
70. The Seller shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by the Seller on behalf of the Buyer. 
71. Further detail of how we use your information can be found in our Privacy Policy

Circumstances beyond the control of either party

72. Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.

No Waiver

73. No waiver by us of any breach of these Terms and Conditions by you shall be considered as a waiver of any subsequent breach of the same or any other provision.

Severance

74. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that/those provisions shall be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).

Law and jurisdiction

75. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.