Terms and Conditions

1. Definitions

a. Agreement means any agreement made subject to these Conditions that shall incorporate these Conditions.

b. Throughout this document, ‘we’, ‘us’, ‘our’ and ‘Company’ refers to Red Dune Ltd (company registration number 03926915).

c. Throughout this document, ‘you’, ‘your’ and ‘Customer’ refers to an individual, firm or organisation with whom the Company enters into an Agreement subject to these Terms and Conditions.

2. General

a. These Terms and Conditions apply to the provision of Computer Software, Information Technology Services and the supply of Goods by Red Dune Ltd to the Customer. These Terms and Conditions will form the basis of any contract between the Company and the Customer.

b. We reserve the right to amend or vary these Terms and Conditions from time to time by notifying you or placing updated Terms and Conditions on our website.

3. Ownership and Rights

a. Title to hardware and other tangible and intangible items (“goods”) shall not pass to the Customer until The Company has been paid in full. Until such payment, the Customer shall hold the tangible goods as bailee for the Company and keep them secure and insured at full replacement value. The Company may repossess any goods for which payment is overdue and, for this purpose, its employees and agents may enter any premises where the goods are situated.

b. All rights whatsoever (including copyright, database rights and any other rights) throughout the world (“Rights”) in program code and data, including text, tabulations and graphical images, provided by the Customer to the Company under the contract shall remain with the Customer or its licensor.

c. The Rights in any program code and data, including text, tabulations and graphical images, provided or made available to the Customer under the contract shall remain with the Company, or it’s third party licensor, unless otherwise agreed in writing by the Company.

d. The Customer’s right to use and copy any program code or data in which the Rights remain with the Company, or its third party licensor, shall be governed by the applicable license terms of the Company or the third party.

4. Service

a. The Customer shall not use any software or services provided for any illegal activity and its use of such software or services shall comply with the Copyright Act, the Data Protection Act, the Computer Misuse Act and any other Act or regulation applicable to such use.

b. Delivery dates represent the Company’s best estimate and are not guaranteed. The Company shall have the right to change the delivery date if the Customer requests any change to the contract details or if the Customer fails to deliver by the due date(s) all the materials, data and information notified by the Company to the Customer as being required, the Company’s failure to meet a delivery date shall not constitute a breach of contract.

5. Price and Payment

a. Payments made for a support contract are non-refundable whether the payment is made in advance of the supported period or in arrears.

b. The time allotted to the IT Support Service for telephone support and remote support is consumed and charged in 30 minute periods, rounding up to the nearest thirty (30) minute period.

c. The time allotted to the IT Support Service for on-site support is consumed and charged in one (1) hour periods, rounding up to the nearest one (1) hour period.

d. Prices are subject to adjustment by the Company at any time to reflect any increase in the cost to the Company due to any factor which is beyond its control such as, without limitation, changes in quantities, specifications or usage conditions requested by the Customer, or significant increase in the cost to the Company of Goods or Services to be supplied by third parties.

e. VAT and any other taxes or duties applicable shall be added to the invoice and paid by the Customer.

f. The Company shall have the right, on or after the first nine months of provision of such services, to change the periodic charge by giving three month’s notice in writing to the Customer effective on or after the first anniversary of the contract date.

g. If the Customer defaults in paying any sum due, or is in breach of any of these Terms and Conditions, or has a receiver or administrator appointed or goes into liquidation, the Company has the right to suspend or terminate the provision of IT Support services and the supply of Goods, with or without notice, and without prejudice to any other rights of the Company under the contract. On such suspension or termination, the Customer shall immediately become due to pay on a time and materials basis for work done and services provided by the Company up to suspension or termination.

6. Liability

a. The Customer agrees that the Company shall not be liable for any direct, indirect or consequential losses occurring as a result of the Companies failure to meet relevant response times.

b. The Company’s entire liability to the Customer in respect of all matters associated with the Services shall be limited as follows:

1. Nothing in this contract excludes the Company’s liability for death or personal injury arising from the negligence of the Company, its servants or agents.
2. Nothing in this contract excludes any other liability, which is prohibited from being excluded by law.
3. Except as set out above, the Company accepts no liability for and hereby excludes any liability for any consequential or indirect losses, loss of profits, loss of business, loss of goodwill or any form of special damages.
4. The Company’s liability for direct losses shall be limited to the amount paid by the Customer to the Company and all conditions, warranties or other terms whatsoever inconsistent with the provisions of this paragraph are hereby expressly excluded.
5. In the event that liability cannot be excluded, any liability shall be limited to the amount paid by the Customer to the Company in respect of the Services supplied.

c. Each of the paragraphs above shall be a separate and severable limitation and if any one or more of them shall prove for any reason ineffective to exclude any liability referred to in the relevant paragraphs the remaining paragraphs shall remain in full force and effect.

7. Termination

a. The Customer is entitled to cancel the Agreement with the Company at any time and for any reason without notice. If the Customer cancels the direct debit payment associated with the Agreement this immediately cancels the Agreement with the Company.

b. The Company is entitled to cancel the Agreement with the Customer at any time and for any reason without notice.

c. Cancelling the Agreement by the Customer or the Company immediately terminates the IT Support Service contract.

8. Confidentiality

a. Each party shall keep confidential and not disclose to any third party information of the other which is marked confidential or by its nature is evidently confidential and is disclosed by the other party in connection with a contract under these Terms.

9. Entire Agreement

a. The Agreement supersedes all prior agreements, arrangements and understandings between the parties and constitutes the entire agreement between the parties relating to the subject matter hereof.

10. Law and Jurisdiction

a. The Customer shall be responsible for complying with all applicable regulatory requirements that apply to the Customer.

b. The contract shall be governed and construed in accordance with the laws of England and the parties shall submit to the jurisdiction of the English courts.