1. Conditions Applicable

1.1 These terms and conditions apply to all contracts for the sale of goods (the “Goods”) and/or services (the “Services”) by Lucid Networks Ltd, company number 07420251, registered office Greenheys Building, Manchester Science Park, Pencroft Way, Manchester M15 6JJ (“us”) to you (“the customer”).

1.2 These terms and conditions should be read in conjunction with the service specific terms and conditions for the following services:

• Domain Name registration
• Microsoft Service Provider License Agreement
• Ethernet Internet Access
• Consulting Retainer Service
• Support and Services

1.3 No variation, waiver, or supplement to these terms and conditions shall be binding on us unless expressly accepted by us in writing prior to entering a contract.

2. Acceptance and Cancellation of Orders

2.1 Orders are accepted subject to the availability of Goods and/or Services.

2.2 We reserve the right to refuse any order.

2.3 Any changes to an order made by you must be confirmed in writing, and will entitle us to vary the terms of the original order before we accept the change.

2.4 We may at our sole discretion accept any cancellation of an order received within 7 working days from the date the order was placed.

3 Prices

3.1 We reserve the right at any time prior to delivery to adjust the price of goods or services to take account of factors beyond our reasonable control, including increase in overheads or currency fluctuations.

3.2 Unless otherwise stated, all prices are exclusive of VAT, which will be added at the VAT rate in force on the date of delivery.

3.3 All consultancy work is undertaken at our standard consultancy rates which are set according to the member of staff or type of work involved, details of which will be provided in your quotation.

3.4 Where an offer of a discounted rate is made, full payment must be made in accordance with payment terms in cleared funds otherwise all work will revert to our standard rates in force at the time of supply.

4 Payment

4.1 Unless otherwise agreed, cash will be payable on delivery.

4.2 We may, at our option, provide credit terms requiring payment within a maximum of 30 days from date of invoice. We reserve the right to withdraw or restrict credit facilities in the event of your failure to adhere to these terms.

4.3 In the case of late payment, we reserve the right to charge interest at a monthly rate equal to 3% above the base rate of Royal Bank of Scotland plc on overdue amounts, commencing on the due date for payment.

4.4 You agree to indemnify us in respect of all costs incurred in the recovery of overdue amounts from you.

4.5 We may suspend, terminate or otherwise withdraw any service we provide to you if any invoice on your account is overdue for payment. No credit or refund will be given for service not used while the service is suspended or withdrawn for this reason.

5. Retention of Title

5.1 In the case of goods:

5.1.1 You will only own the goods once full payment has been received by us in cleared funds.

5.1.2 Until such time as ownership of the goods passes to you, you must:

• Hold the goods on a fiduciary basis as our bailee
• Store the goods in a way they can be readily identified
• Ensure the goods are protected from loss or damage
• Indemnify us against any loss or damage to the goods which may occur while they are in your care..

5.1.3 Your right to possession of the Goods will terminate with the occurrence of any of the following:

• Failure by you to pay us in full on the due date for payment.
• Commencement of winding-up proceedings against you
• Commission by you of an act of bankruptcy
• Appointment of a receiver of your assets or an administrative receiver of your undertaking, or the levying of any distress or execution of your assets.
• Application for the appointment of an administrator of your undertaking.

5.1.4 You hereby grant us an irrevocable license at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where your right to possession has terminated, to recover them.

5.1.5 You will notify us immediately in writing if any party seeks to issue insolvency proceedings against you, or seeks to appoint a receiver or manager over any of your assets. You shall notify us in writing before entering into such proceedings, or any voluntary arrangement or composition with your creditors.

5.2 In the case of services;

5.2.1 You must notify us of any defect, shortage, error or other problem with services delivered within 24 hours of delivery. After this period, we refuse to accept responsibility for faults, which will be deemed to be a result of user interference.

6. Risk

6.1 The risk of loss or damage to goods passes to you on delivery.

7. Delivery & Returns

7.1 Dates quoted for delivery are approximate only, and we shall not be liable for any delay in despatch or delivery or any loss or damage arising therefrom. Time is not of the essence, and you shall not be able to cancel the contract, refuse delivery or withhold payment on account of any delay howsoever caused.

7.2 You must inspect the goods upon receipt, and notify us of any defect, shortage, error or damage within 24 hours of receipt. After this period, you will be deemed to have accepted the goods, and will not be entitled to reject them.

8. Claims

8.1 In the event that you establish to our reasonable satisfaction that goods or services are not in accordance with the contract, or are defective, we may elect, at our sole discretion to:

• repair or replace the goods
• re-perform the service
• make a full refund of the purchase price against return of any goods or termination of service

8.2 Our liability in respect of any or all clauses shall under no circumstances exceed the invoiced value of the goods or services, and we shall not be liable for any indirect or consequential loss.

8.3 We offer a standard 12 month warranty on goods supplied by us, subject to the following:

• Warranty on goods will under no circumstances exceed that set by the manufacturer unless stated otherwise in writing.
• In the case of back to base or advance replacement warranties, it is the customer’s responsibility to raise and process warranty issues with the manufacturer unless a support or extended warranty agreement is in place to cover this.

9. Relevant Law

9.1 These terms and conditions shall be governed by English Law.