Your attention is particularly drawn to the provisions of clause 10 (Limitation of liability).
1. About us
1.1 Company details. Device Network Ltd (company number 07854291) (We and Us), is a company registered in England and Wales and our registered office is at Units 1 & 2, The Old Dairy, Hazlemere Cross Roads, High Wycombe, Buckinghamshire, HP15 7LG. This is also Our main trading address.
1.2 Contacting us. To contact Us, telephone Our customer support team at +44 (0)1494 717 960 or email firstname.lastname@example.org. How to give Us formal notice of any matter under the Digital Services Contract is set out in clause 13 of the Terms and Conditions.
2.1 Credits. means the online credits available to purchase in Our B2B Portal and redeemable against Digital Services subject to these Terms
2.2 Digital Services. means the digital services offered through our B2B Portal and ordered by You for supply by Us subject to these Terms.
3. Our contract with you
3.1 Our contract. These terms and conditions (Digital Services Terms) apply to the purchase by You of Credits, any order by You and any supply of Digital Services by Us to You (Digital Services Contract). The following terms are incorporated into the Digital Services Contract (Terms):
- DeviceNetwork.com – Terms and Conditions
- DeviceNetwork.com – Website Acceptable Use Policy
- DeviceNetwork.com – Terms of Website Use
- DeviceNetwork.com – Owner’s Guarantee and Indemnity
No other terms are implied by trade, custom, practice or course of dealing.
3.2 Interpretation. Unless the context otherwise requires, words and expressions defined in the Terms shall have the same meaning when used in these Digital Services Terms.
3.3 Entire agreement. The Digital Services Contract is the entire agreement between You and Us in relation to its subject matter. You acknowledge that You have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Digital Services Contract.
4. Placing an order and its acceptance
4.1 Formation of contract. The Digital Services Contract is formed when You first purchase Credits by following the instructions on the B2B Portal and remains in force until terminated in accordance with clause 13.
4.2 Placing your order for Digital Services. Please follow the onscreen prompts on the B2B Portal to place Your order for Digital Services. You may only submit an order using the method set out on the B2B Portal. Each order is an offer by You to buy the Digital Services subject to these Terms.
4.3 Correcting input errors. Our order process allows You to check and amend any errors before submitting your order to Us. Please check the order carefully before confirming it. You are responsible for ensuring that Your order is complete and accurate.
4.4 Accepting your order Our acceptance of Your order takes place when We provide the Digital Services. If we are unable to supply You with the Digital Services for any reason, We will inform you of this by email and We will not process Your order.
5. Our services
5.1 Reasonable care and skill. We warrant to You that the Digital Services will be provided using reasonable care and skill.
5.2 Time for performance. We will use all reasonable endeavours to meet any performance dates specified in the Order Confirmation, but any such dates are estimates only and failure to perform the Digital Services by such dates will not give You the right to terminate the Digital Services Contract.
5.3 Selecting the services. It is Your responsibility to select the correct Digital Services for Your requirements. You are liable to pay Our Charges regardless of whether the Digital Services selected are correct or not.
6. Your obligations
6.1 It is Your responsibility to ensure that:
- the terms of Your order are complete and accurate;
- You cooperate with Us in all matters relating to the Digital Services;
- You provide Us with such information and materials We may reasonably require in order to supply the Digital Services, and ensure that such information is complete and accurate in all material respects;
6.2 If Our ability to perform the Digital Services is prevented or delayed by any failure by You to fulfil any obligation listed in clause 6.1 (Your Default):
- We will be entitled to suspend performance of the Digital Services until You remedy Your Default, and to rely on Your Default to relieve us from the performance of the Digital Services, in each case to the extent Your Default prevents or delays performance of the Digital Services. In certain circumstances Your Default may entitle Us to terminate the Digital Services Contract under clause 13 (Termination);
- We will not be responsible for any costs or losses You sustain or incur arising directly or indirectly from Our failure or delay to perform the Digital Services; and
- it will be Your responsibility to reimburse Us on written demand for any costs or losses We sustain or incur arising directly or indirectly from Your Default;
7.1 In consideration of Us providing the Digital Services You must pay our charges (Charges) in accordance with this clause 7.
7.2 The Charges are the prices quoted on Our Site at the time You submit Your order.
7.3 Our Charges are exclusive of VAT. Where VAT is payable in respect of the Digital Services, You must pay Us such additional amounts in respect of VAT, at the applicable rate, when You purchase Credits.
8. How to pay
8.1 Payment for the Digital Services may only be made by purchasing Credits.
8.2 Credits are available in units of 50 and 1 Credit = £1 GBP
8.3 You can pay for the Credits via bank transfer or, subject to Our approval, by PayPal, debit card or credit card.
8.4 We will send You an electronic invoice within [seven] days of the beginning of the month following payment. For any failed or cancelled payments, a £20 administration fee will be levied.
8.5 Your balance of Credits is available to view via the B2B Portal. In order to purchase Digital Services, You must have sufficient Credits in Your account. When You order Digital Services, the relevant number of Credits is deducted from Your account.
9. Intellectual property rights
9.1 All intellectual property rights in or arising out of or in connection with the Digital Services will be owned by Us.
10. How we may use your personal information
10.1 We will use any personal information You provide to Us to:
- provide the Digital Services;
- process Your payment for the Digital Services; and
- inform You about similar products or services that We provide, but You may stop receiving these at any time by contacting Us.
11. Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
11.1 Nothing in the Digital Services Contract limits any liability which cannot legally be limited, including liability for:
- death or personal injury caused by negligence;
- fraud or fraudulent misrepresentation; and
- breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
11.2 Subject to clause 11.1, We will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Digital Services Contract for:
- loss of profits;
- loss of sales or business;
- loss of agreements or contracts;
- loss of anticipated savings;
- loss of use or corruption of software, data or information;
- loss of or damage to goodwill; and
- any indirect or consequential loss.
11.3 Subject to clause 11.1, Our total liability to You arising under or in connection with the Digital Services Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the total Charges paid under the Digital Services Contract.
11.4 The terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Digital Services Contract.
11.5 Nothing in these Digital Services Terms limits or affects the exclusions and limitations set out in Our Terms and Conditions.
11.6 11.6 This clause 11 will survive termination of the Digital Services Contract.
12.1 We each undertake that we will not at any time disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 12.2.
12.2 We each may disclose the other's confidential information:
- to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Digital Services Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 12; and
- as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.3 Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Digital Services Contract.
13.1 Without limiting any of Our other rights, We may suspend the performance of the Digital Services to you, or terminate the Digital Services Contract with immediate effect by giving written notice to You if:
- You commit a material breach of any term of the Digital Services Contract and (if such a breach is remediable) fail to remedy that breach within 30 days of You being notified in writing to do so;
- You fail to pay any amount due under the Digital Services Contract on the due date for payment;
- You suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of Your business; or
- Your financial position deteriorates to such an extent that in Our reasonable opinion Your capability to adequately fulfil Your obligations under the Digital Services Contract has been placed in jeopardy.
13.2 Termination of the Digital Services Contract shall not affect Your or Our rights and remedies that have accrued as at termination.
13.3 Any provision of the Digital Services Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
13.4 Termination of the Digital Services Contract shall not affect any other agreement between You and Us in relation to Marketplace Services, Inventory Sales or LCD Buyback or the application of the Terms to such agreement(s).
14. Events outside our control
14.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of Our obligations under the Digital Services Contract that is caused by any act or event beyond Our reasonable control (Event Outside Our Control).
14.2 If an Event Outside Our Control takes place that affects the performance of Our obligations under the Digital Services Contract:
- We will contact You as soon as reasonably possible to notify You; and
- Our obligations under the Digital Services Contract will be suspended and the time for performance of Our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Digital Services with You after the Event Outside Our Control is over.
15.1 Governing law and jurisdiction. The Digital Services Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Digital Services Contract to the exclusive jurisdiction of the English courts.