ABOUT THE COMPANY

Desktop network systems, also known as DNS-Direct was formed back in 1992. We looked at where the industry needed help and set out to guide businesses through the challenges that they meet.

As times change demand also changes and as our goals is to provide IT support in as many ways as you need, we have a large range of services that we provide and are constantly on the look out for ways of making your home or business more efficient.

THE MAD HATTER

CONTACT US

Address:

8 Croydon Road

Radford

Nottingham

NG7 3DS

Email Address: support@dns-direct.com

Telephone:

+44(0)870 0684750

DNS-DIRECT

©Desktop Network Systems Ltd 2013

Contact     Privacy     Terms

Customer Terms and Conditions

This page (together with the documents referred to on it) tells you the terms and conditions on which we supply any of the goods (Goods) or ('Services') (Goods and services being together referred to as 'Products') listed on our website www.dns-direct.com (our site). Please read these terms and conditions carefully before ordering any Products from our site. You should understand that by ordering any of our Products, you agree to be bound by these terms and conditions.

You should print a copy of these terms and conditions for future reference.

Please click on the button marked "I Accept" at the end of these terms and conditions if you accept them. Please understand that if you refuse to accept these terms and conditions, you will not be able to order any Products from our site.

1. INFORMATION ABOUT US

www.dns-direct.com is a site operated by Desktop Network Systems Limited (we). We are registered in England and Wales under company number 3279668 and with our registered office at 8 Croydon Road Radford Nottingham NG7 3DS, which is also our main trading address. Our VAT number is [VAT NUMBER].

2. SERVICE AVAILABILITY

Our site is only intended for use by people resident in the countries of the United Kingdom of Great Britain and Northern Ireland ('the Serviced Countries'). We do not accept orders from individuals outside the Serviced Countries. Certain of the Products sold on our site may be subject to restrictions that prevent them from being exported outside the Serviced Countries.

3. YOUR STATUS

By placing an order through our site, you warrant that:

     (a)  You are legally capable of entering into binding contracts;

     (b)  You are at least 18 years old;

     (c)  You are resident in one of the Serviced Countries; and

     (d)  You are accessing our site from that country.

4. HOW THE CONTRACT IS FORMED BETWEEN YOU AND US

4.1  After placing an order, you will receive an e-mail from us acknowledging that we have received your order. Please note that this does not mean that your order has been accepted. Your order constitutes an offer to us to buy a Product. All orders are subject to acceptance by us, and we will confirm such acceptance to you by sending you an e-mail that confirms that the Product has been dispatched (the Dispatch Confirmation). The contract between us (Contract) will only be formed when we send you the Dispatch Confirmation.

4.2  The Contract will relate only to those Products whose dispatch we have confirmed in the Dispatch Confirmation. We will not be obliged to supply any other Products which may have been part of your order until the dispatch of such Products has been confirmed in a separate Dispatch

Confirmation.

5. OUR STATUS

5.1  Please note that in some cases, we provide Products supplied by third parties (in particular third party software) that are subject to the standard terms and conditions (including the licence terms) of the third party Copies of these are available on request.

5.2  We may also provide links on our site to the websites of other companies, whether affiliated with us or not. We cannot give any undertaking, that products you purchase from third party sellers through our site, or from companies to whose website we have provided a link on our site, will be of satisfactory quality, and any such warranties are DISCLAIMED by us absolutely. This DISCLAIMER does not affect your statutory rights against the third party seller.

5.3  We will notify you when a third party is involved in a transaction, and we may disclose your customer information related to that transaction to the third party seller.

6. CONSUMER RIGHTS

6.1  If you are contracting as a consumer to purchase Goods, you may cancel a Contract at any time within seven working days, beginning on the day after you received the Goods. In this case, you will receive a full refund of the price paid for the Goods in accordance with our refunds policy (set out in paragraph 10 below).

6.2  If you are contracting as a consumer to purchase Services, you may cancel a Contract at any time before the earlier of

      6.2.1  seven working days after the contract for the provision of those services has been concluded, and

      6.2.2  performance of the Services having begun with your consent

6.3  To cancel a Contract, you must inform us in writing and return any Goods to us immediately, in the same condition in which you received them, and at your own cost and risk.

6.4  You will not have any right to cancel a Contract for the supply of any Products made to your specification or clearly personalized or which by reason of their nature cannot be returned or are liable to deteriorate or expire rapidly or which consist of audio or video recordings or computer software that have been unsealed by you

6.5  Details of this statutory right, and an explanation of how to exercise it, are provided in the Dispatch Confirmation. This provision does not affect your statutory rights.

7. AVAILABILITY AND DELIVERY

Your order will be fulfilled by the delivery date set out in the Dispatch Confirmation or, if no delivery date is specified, then within 30 days of the date of the Dispatch Confirmation, unless there are exceptional circumstances.

8. RISK AND TITLE

8.1  The Goods will be at your risk from the time of delivery.

8.2  Ownership of the Goods will only pass to you when we receive full payment of all sums due in respect of the Goods, including delivery charges.

9. PRICE AND PAYMENT

9.1  The price of any Products will be as quoted on our site from time to time, except in cases of obvious error.

9.2  These prices include VAT but exclude delivery costs, which will be added to the total amount due as set out in our Delivery Guide [INSERT AS LINK TO SITE'S DELIVERY GUIDE].

9.3  Prices are liable to change at any time, but changes will not affect orders in respect of which we have already sent you a Dispatch Confirmation.

9.4  Our site contains a large number of Products and it is always possible that, despite our best efforts, some of the Products listed on our site may be incorrectly priced. We will normally verify prices as part of our dispatch procedures so that, where a Product's correct price is less than our stated price, we will charge the lower amount when dispatching the Product to you. If a Product's correct price is higher than the price stated on our site, we will normally, at our discretion, either contact you for instructions before dispatching the Product, or reject your order and notify you of such rejection.

9.5  We are under no obligation to provide the Product to you at the incorrect (lower) price, even after we have sent you a Dispatch Confirmation, if the pricing error is obvious and unmistakable and could have reasonably been recognised by you as a mis-pricing.

9.6  Payment for all Products must be by credit or debit card. We accept payment by all major credit cards and debit cards, such as Visa, Mastercard and Maestro. We will not charge your credit or debit card until we despatch your order.

10. OUR REFUNDS POLICY

10.1  When you return Goods to us (for instance, because you have cancelled the Contract between us, or have notified us in accordance with paragraph 20 that you do not agree to any change in these terms and conditions or in any of our policies, or because you claim that the Goods are defective), we will examine the returned Goods and will notify you of your refund via e-mail within a reasonable period of time. We will usually refund any money received from you using the same method originally used by you to pay for your purchase. We will usually process the refund due to you as soon as possible and, in any case, within 30 days of the day we received your cancellation or the day we confirmed to you via e-mail that you were entitled to a refund for delivery of the defective Goods.

10.2  Goods returned by you because of a defect will be refunded in full, including a refund of the delivery charges for sending the item to you and the cost incurred by you in returning the item to us.

10.3  Goods returned by you within the seven-day cooling-off period in accordance with paragraph 6.1 above) will be refunded in full, including the cost of sending the item to You. However, you will be responsible for the cost of returning those Goods to us.

11. OUR LIABILITY

11.1  We warrant to you that any Product purchased from us through our site is of satisfactory quality.

11.2  Our liability in connection with any Product purchased through our site is strictly limited to the purchase price of that Product.

11.3  This does not include or limit in any way our liability:

        (a)  For death or personal injury caused by our negligence;

        (b)  Under section 2(3) of the Consumer Protection Act 1987;

        (c)  For fraud or fraudulent misrepresentation; or

        (d)  For any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.

11.4  We accept no liability for any loss of income or revenue, loss of business, loss of profits or contracts, loss of anticipated savings, loss of data, waste of management or office time or for any indirect or consequential loss or damage of any kind however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.

11.5  Where you buy any Product from a third party seller through our site, the seller's individual liability will be set out in the seller's terms and conditions.

12. IMPORT DUTY

12.1  If you order Products from our site for delivery outside the UK, they may be subject to import duties and taxes which are levied when the delivery reaches the specified destination. You will be responsible for payment of any such import duties and taxes. Please note that we have no control over these charges and cannot predict their amount. Please contact your local customs office for further information before placing your order.

12.2  Please also note that you must comply with all applicable laws and regulations of the country for which the Products are destined. We will not be liable for any breach by you of any such laws.

13.  WRITTEN COMMUNICATIONS

Applicable laws require that some of the information or communications we send to you should be in writing. When using our site, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.

14.NOTICES

All notices given by you to us must be given to DESKTOP NETWORK SYSTEMS LIMITED by post to our principal trading address at 8 Croydon Road Radford Nottingham NG7 3DS or by email to info@dns-direct.com. We may give notice to you at either the e-mail or postal address you provide to us when placing an order, or in any of the ways specified in paragraph 13. Notice will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

15. TRANSFER OF RIGHTS AND OBLIGATIONS

15.1  The contract between you and us is binding on you and us and on our respective successors and assigns.

15.2  You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent.

15.3  We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.

16. EVENTS OUTSIDE OUR CONTROL

16.1  We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control (Force Majeure Event).

16.2  A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:

       (a)  Strikes, lock-outs or other industrial action.

       (b)  Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war.

       (c)  Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster.

       (d)  Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.

       (e)  Impossibility of the use of public or private telecommunications networks.

       (f)  The acts, decrees, legislation, regulations or restrictions of any government.

16.3  Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.

17. WAIVER

17.1  If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.

17.2  A waiver by us of any default shall not constitute a waiver of any subsequent default.

17.3  No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with paragraph 14 above.

18. SEVERABILITY

If any of these terms and Conditions or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

19. ENTIRE AGREEMENT

19.1  These terms and conditions and any document expressly referred to in them represent the entire agreement between us in relation to the subject matter of any Contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.

19.2  We each acknowledge that, in entering into a Contract, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to such Contract except as expressly stated in these terms and conditions.

19.3  Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of any Contract (unless such untrue statement was made fraudulently) and the other party's only remedy shall be for breach of contract as provided in these terms and conditions.

20. OUR RIGHT TO VARY THESE TERMS AND CONDITIONS

20.1  We have the right to revise and amend these terms and conditions from time to time.

20.2  You will be subject to the policies and terms and conditions in force at the time that you order Products from us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these terms and conditions before we send you the Dispatch Confirmation (in which case we have the right to assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary within seven working days of receipt by you of the Products).

21. LAW AND JURISDICTION

Contracts for the purchase of Products through our site will be governed by English law. Any dispute arising from, or related to, such Contracts shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.

 

Commercial Terms And Conditions

1.  Definitions and Interpretation

a)  'DESKTOP NETWORK SYSTEMS ' means Desktop Network Systems Limited, registered in England and Wales as Company Number 3279668.

b)  'Customer' means any individual or firm that has purchased, or has offered to purchase Goods or Services from DESKTOP NETWORK SYSTEMS.

c)  'Goods' means any goods that DESKTOP NETWORK SYSTEMS has sold or is proposing to sell to the Customer.

d)  'Services' means any services that DESKTOP NETWORK SYSTEMS has sold or is proposing to sell to the Customer

e)  'Agreement' means any transaction or proposed transaction between DESKTOP NETWORK SYSTEMS and the Customer relating to the sale/purchase of Goods or the supply of Services.

f)  These terms and conditions shall apply to and be incorporated into every agreement between DESKTOP NETWORK SYSTEMS and the Customer.

g)  These terms and conditions supersede any previous terms and conditions of the DESKTOP NETWORK SYSTEMS.

h)  These terms and conditions shall take precedence over any terms and conditions of the Customer and shall not be varied without the written or

email consent of a director of DESKTOP NETWORK SYSTEMS.

2.  Service Availability

a)  DESKTOP NETWORK SYSTEMS' website is intended for use only by individuals or businesses resident in the countries of the United Kingdom of Great Britain and Northern Ireland ('The Serviced Countries'). DESKTOP NETWORK SYSTEMS does not accept orders from individuals or businesses outside the Serviced Countries. Certain of the Products sold on its site may be subject to restrictions that prevent them from being exported outside the Serviced Countries.

b)  Any person placing an order through DESKTOP NETWORK SYSTEMS' website warrants that:

    (i)  that person is, or is authorised to contract on behalf of, a Customer that is a business based in the Serviced Countries and not a consumer (if you are a consumer please go to the consumer section of our site here [insert link to consumer section];

   (ii)  that person is legally capable of entering into binding contracts;

   (iii)  if individuals the Customer and the person placing an order are at least 18 years old;

   (iv)  the Customer is resident in one of the Serviced Countries; and

   (v)  the person placing the order is accessing the DESKTOP NETWORK SYSTEMS' website from that country.

3.  Price

a)  Unless otherwise stated, prices for Goods or Services quoted by DESKTOP NETWORK SYSTEMS are exclusive of value added tax (VAT), delivery, and insurance and payment surcharges (where applicable).

b)  DESKTOP NETWORK SYSTEMS shall be entitled to apply additional delivery charges where the Customer requests partial delivery of an order. Where partial delivery is not requested, DESKTOP NETWORK SYSTEMS may wait until all Goods included in an order are in stock before delivering to the Customer. DESKTOP NETWORK SYSTEMS shall not be obliged to provide any Services before delivery of the Goods to which those Services relate.

c)  Prices quoted are those current at the time of quotation. DESKTOP NETWORK SYSTEMS shall be entitled to alter prices to those current at the time of order, or withdraw the quotation where the Goods or Services can no longer be supplied.

d)  DESKTOP NETWORK SYSTEMS shall be entitled to alter prices to correct errors or omissions.

4.  Payment

a)  Payment for all Goods and Services must be made in full, at the time of order, by credit or debit card.

b)  DESKTOP NETWORK SYSTEMS is not obliged to deliver Goods or Services before the credit card or debit card transaction has been authorized.

c)  DESKTOP NETWORK SYSTEMS may refuse to deliver Goods or Services and pass on any information it holds to the police or other authorities if a credit card or debit card has been used to commit fraud or any other crime or if it has any evidence or suspicion that a Customer is attempting to commit fraud or any other crime..

d)  If, for any reason, full payment has not been received by DESKTOP NETWORK SYSTEMS for Goods that are in the possession of the customer or Services that have been provided to the Customer, it may charge interest on the outstanding amount from the date of delivery on daily basis in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

5.  Delivery

a)  All delivery dates quoted, whether verbally or otherwise are best estimates and are therefore not guaranteed. DESKTOP NETWORK SYSTEMS shall have no liability for any delay in delivery or for non-delivery or for any resulting cost or loss whatsoever.

b)  Delivery of Goods to the Customer's address or any other place requested by the Customer shall constitute delivery and the risk of any loss, destruction of or damage to them passes to the Customer upon such delivery.

c)  DESKTOP NETWORK SYSTEMS shall be entitled to make partial deliveries, and if it does so these terms and conditions shall apply to each partial delivery as if it were made in accordance with a separate Agreement.

6.  Loss or Damage in transit

a)  DESKTOP NETWORK SYSTEMS will not be responsible for damage or loss of Goods or part thereof in transit or for any discrepancy between the Goods delivered and the Goods ordered unless the Customer gives written or email notice of a claim to DESKTOP NETWORK SYSTEMS within three working days of delivery or (if the Goods have not been delivered) the date on which delivery was due.

b)  In the event of damage of Goods or part thereof in transit or of any discrepancy between the Goods delivered and the Goods ordered, the Customer must hold the Goods and make them available for inspection or collection by DESKTOP NETWORK SYSTEMS or its representatives or agents on request.

7.  Title

a)  Even where Goods have been delivered and the Customer is responsible for any loss, destruction of or damage to them in accordance with clause 5b)  above, the legal and beneficial ownership of the Goods will remain with DESKTOP NETWORK SYSTEMS until it has received payment in full of: -

    i)  all amounts payable to DESKTOP NETWORK SYSTEMS in relation to the Agreement under which those Goods were provided, and

    ii)  all other amounts due from the Customer to DESKTOP NETWORK SYSTEMS in respect of any and all other Agreements.

b)  Until the Customer becomes the owner of the Goods in accordance with 6a) above, the Customer shall:-

    i)  hold the Goods on behalf of DESKTOP NETWORK SYSTEMS, who may, at any time and without prior notice, require the Customer to deliver the Goods back to DESKTOP NETWORK SYSTEMS and, if the Customer fails to do so, enter the premises where the Goods are situated with its representatives or agents to repossess the Goods;  

    

    ii)  not sell, part with possession of, use, or do anything else detrimental to DESKTOP NETWORK SYSTEMS' ownership of the Goods and will ensure that they are kept separate from any other item, properly stored, protected and clearly identifiable as DESKTOP NETWORK SYSTEMS' property, and are insured to their full replacement value against all normal comprehensive risks.

c)  After DESKTOP NETWORK SYSTEMS has repossessed any Goods it may sell them and the proceeds of sale will belong to DESKTOP NETWORK SYSTEMS absolutely and the Customer will have no right or interest in those proceeds. If the net proceeds received by DESKTOP NETWORK SYSTEMS are less than the amount payable to it in relation to the relevant Agreement, it may recover the balance from the Customer.

d)  If ownership of the Goods has not passed to the Customer, then in the event of any loss, destruction of or damage, all insurance proceeds receivable by the Customer in respect of those Goods shall be held in trust by the Customer for DESKTOP NETWORK SYSTEMS in a separate account and first be applied towards discharging any sums payable by the Customer to DESKTOP NETWORK SYSTEMS whether under the relevant Agreement or otherwise.

f)  Even if ownership of the Goods has not passed to the Customer, DESKTOP NETWORK SYSTEMS may recover all sums payable to it in relation to the relevant Agreement.

8.  Returns & Cancellations

The Customer shall not return any Goods (except in accordance with Condition 8), or cancel any orders for Goods or Services without DESKTOP NETWORK SYSTEMS' written or email consent. Such consent may not be given where Goods have been specially purchased by DESKTOP NETWORK SYSTEMS to meet the Customer's requirements, or if the Goods have a sales value of £20 + VAT or less. If DESKTOP NETWORK SYSTEMS at its discretion gives consent, it reserves the right to charge a restocking fee of up to 15% + VAT of the price of the Goods in question, or £15 + VAT, whichever the greater. For more details, please see our REFUND POLICY

9.  Guarantee

a)  If within one calendar month of being delivered, any defect in the Goods is discovered which is directly due to faulty materials or workmanship or any Defect in the services is discovered which is directly due to the negligence of DESKTOP NETWORK SYSTEMS or its employees DESKTOP NETWORK SYSTEMS should be promptly notified. DESKTOP NETWORK SYSTEMS will within a reasonable time after such notification at its option remedy the defect or damage by replacement or repair, or provision of replacement Services without additional charge, or raise a credit note, as it considers in its discretion appropriate. If a credit note is raised, it will first be utilised against any existing indebtedness of the Customer to DESKTOP NETWORK SYSTEMS, then the balance refunded by the same payment method by which the relevant Goods or services were paid for by the Customer.

b)  The guarantee will be subject to the following conditions:-

    i)  it will not apply to defect or damage resulting from any alteration or modification of the Goods without the prior written or email consent of a director of DESKTOP NETWORK SYSTEMS, incorrect storage, normal wear and tear, misuse, abnormal conditions of use, incorrect installation, maintenance or repair, use which is not in accordance with the manufacturer's instructions, any act or omission of the Customer or any third party or any fault in any other goods or equipment.

   ii)  The Customer must complete and submit the DESKTOP NETWORK SYSTEMS Return of Materials Authorisation (RMA) form in relation to any such defect or damage. If it appears to DESKTOP NETWORK SYSTEMS from the information submitted on the RMA form that such defect or damage is covered by the guarantee, an RMA number will be issued confirming the Goods in question may be returned for inspection. If, on inspection, it is discovered that information supplied on the RMA form is materially incorrect, or that the Goods did not originate from DESKTOP NETWORK SYSTEMS,or that defect or damage is not covered by the guarantee, the RMA number is void and the Goods will be made available for collection by the Customer or their representatives or agents and any services will not be re-supplied. In this event, the Customer will be advised and allowed seven working days to collect the Goods. After this period, DESKTOP NETWORK SYSTEMS reserves the right to dispose of the Goods and will not provide replacement, credit note or refund. RMA numbers issued by DESKTOP NETWORK SYSTEMS are valid for seven working days from the date of issue. After this period the RMA log is closed and a new RMA number must be obtained.

   iii)  Allegedly defective or damaged Goods must be returned to DESKTOP NETWORK SYSTEMS at the Customer's cost, in original packaging, complete with all related documentation and accessories. The Goods must be packaged in the appropriate fashion and clearly labelled with the relevant RMA number. Failure to do so may result in the Goods being refused on arrival at our warehouse.

   iv)  The guarantee will apply to Goods replaced or repaired under the guarantee for the balance of the original guarantee period.

10.  Exclusion of Liability

a)  The guarantee in condition 9 is in substitution for all other terms, warranties and conditions, express, or implied, statutory or otherwise in relation to the Goods (except for the title of DESKTOP NETWORK SYSTEMS to those Goods) which are hereby excluded to the fullest extent permitted by law.

b)  Neither DESKTOP NETWORK SYSTEMS nor its representatives or agents will be liable in contract or in tort (including negligence) nor in any other way for any consequential or indirect loss, liability or damage or for any other claim for consequential compensation whatsoever (including loss of profit, costs, expenses or loss of data) arising howsoever from or in connection with any Agreement or any breach or non-performance of any provision of it by DESKTOP NETWORK SYSTEMS or any fault in or the supply of the Services or the supply, use, presence or resale of the Goods.

c)  Except for the liability of DESKTOP NETWORK SYSTEMS arising under clause 9, all warranties or conditions implied by law regarding the Goods and Services and (without affecting conditions 10 a) and 10 b)), the aggregate liability of DESKTOP NETWORK SYSTEMS whether arising in contract or tort (including negligence) or otherwise howsoever for any loss, cost, damage, injury or liability (whether consequential or indirect or otherwise) resulting from or in connection with any Agreement or any such breach or other matter as is referred to in Condition 10 b) will be limited to an amount equal to the net invoice value of the Goods or Services.

d)  The limitation of or any exclusion from liability contained in these Conditions shall be subject to the provisions of section 2(1) of the Unfair Contract Terms Act 1977.

11.  Indemnity

The Customer undertakes to DESKTOP NETWORK SYSTEMS that it will immediately indemnify DESKTOP NETWORK SYSTEMS against all proceedings, costs, fees, expenses, payments, liabilities, losses and damages arising out of the breach or negligent performance by the Customer of any terms of any Agreement.

12.  Website Use

The Customer will take all reasonable steps to ensure that its authorised website users do not disclose usernames or security passwords to any other person, whether an employee of the Customer or not. If the Customer becomes aware that there has been disclosure by any of its authorised users, the Customer must inform DESKTOP NETWORK SYSTEMS immediately. The Customer will indemnify DESKTOP NETWORK SYSTEMS against any losses, costs, claims or demands that result from unauthorized use of the DESKTOP NETWORK SYSTEMS website by any person to whom such information has been disclosed.

13.  Illustrations, Photos & Other information

a)  All illustrations, photos and other information contained on DESKTOP NETWORK SYSTEMS' website, sales literature and price lists are representative, for guidance only and do not form part of any Agreement.

b)  If in any way unsure the Customer should check specifications, compatibility, suitability and legality of Goods with manufacturers before ordering Goods. Any advice or opinion offered by DESKTOP NETWORK SYSTEMS or its representatives or agents should not be relied upon to make a purchasing decision.

14.  Trade Marks, Trade Names, Copyrights, Patents and Intellectual Property Rights

a)  The Customer acknowledges that rights in respect of trade marks, trade names, copyrights, patents and other intellectual property rights connected with the Goods and Services do not pass to the Customer. In particular, and software included in the Goods is subject to the licence terms of the provider of that software, copies of which are available on request.

b)  Goods may require their manufacturer's agreement or license for use or resale in certain county's or markets.

c)  Any OEM Goods (including OEM software) must be re-sold by the Customer to an end user in conjunction with hardware, in accordance with the requirements of the relevant manufacturer.

d)  Goods must not be altered, sold or used in any way or in any country that was not intended by their manufacturer.

15.  Force Majeure

DESKTOP NETWORK SYSTEMS will not be deemed to be in breach of any of its obligations under any Agreement or otherwise be liable to the Customer as a result of any delay in performing or any failure to perform any such obligations by reason of any cause or event beyond its control. This includes, but is not limited to breakdown of plant or machinery, strike, industrial dispute, shortage or delay in receiving Goods, war (whether declared or not), terrorism, or Act of God. If any such event continues for more than 28 consecutive days, DESKTOP NETWORK SYSTEMS may terminate the relevant Agreement by written or email notice to the Customer without prejudice to the accrued rights of either party.

DESKTOP NETWORK SYSTEMS shall be entitled but not obliged at any time to set off any sum payable by or any liability of the Customer against any sum payable by or liability of DESKTOP NETWORK SYSTEMS to the Customer. Any exercise by DESKTOP NETWORK SYSTEMS of this right will be without prejudice to its other rights under the relevant Agreement.

17.  Subcontracting

DESKTOP NETWORK SYSTEMS reserves the right to sub-contract any part of any work or supply of any Goods or Services.

18.  Construction & Use

DESKTOP NETWORK SYSTEMS shall not be responsible for adapting or modifying any Goods or Services to conform to statutory requirements not current at the time of order.

19.  Termination

DESKTOP NETWORK SYSTEMS shall be entitled by notice in writing or by email to the Customer to terminate any Agreement without prejudice to any claim or right that DESKTOP NETWORK SYSTEMS may otherwise make or exercise if:-

a)  The Customer is in breach of any term, condition or provision of this agreement or any other obligation legally binding upon the Customer, or.

b)  The Customer shall go into liquidation, or if any petition or resolution to wind up the Customer shall be presented, or if a receiver is appointed, or the Customer ceases to trade, or if the Customer shall commit any act of bankruptcy.

20.  General

a)  If any part of these terms and conditions is unenforceable (including any provision in which DESKTOP NETWORK SYSTEMS excludes or limits its liability to the Customer) the enforceability of any other part of these terms and conditions will not be affected.  

b)  Both parties acknowledge and agree to be bound by the terms of the DESKTOP NETWORK SYSTEMS privacy policy.   

c)  Except for affiliates, directors, employees or representatives of DESKTOP NETWORK SYSTEMS, a person who is not a party to this agreement has no right under the UK Contracts (Rights of Third Parties) Act 1999 to enforce any term of any Agreement incorporating these terms and conditions but this does not affect any right or remedy of a third party that exists or is available apart from that Act.

21.  Entire agreement

These terms and conditions, together with DESKTOP NETWORK SYSTEMS website prices, delivery details, contact details refund policy and privacy policy at the relevant date and any matters contained in any Agreement expressly agreed to override these terms and conditions, set out the whole of any Agreement relating to the supply of Goods or Services to the Customer. Nothing said by any sales person on behalf of DESKTOP NETWORK SYSTEMS should be understood as a variation of these terms and conditions or as an authorised representation about the nature or quality of any Goods or Services. Save for fraud or fraudulent misrepresentation, DESKTOP NETWORK SYSTEMS shall have no liability for any such representation being untrue or misleading.

22.  Governing Law and Jurisdiction

Any Agreement and these terms and conditions shall be governed by and interpreted in accordance with English law and the English courts shall have jurisdiction to resolve any disputes between DESKTOP NETWORK SYSTEMS and the Customer.  

© DESKTOP NETWORK SYSTEMS LIMITED 2006. All rights reserved. All trademarks acknowledged.