GBdirect Standard Trading Terms and Conditions

All contracts for the sale of products or services made by GBdirect Ltd (GBdirect) are deemed to incorporate these Terms and Conditions of Sale which shall prevail over any other document or communication between the parties unless otherwise agreed in writing. For the purposes of this document the term Software shall include packaged software programs, tools and related documentation, Training shall include training courses and seminars, the term Service shall include consultancy, design work, copy writing, graphic art origination, bespoke software development, maintenance, support and related reports and presentations, the term Product shall include all Software, Training and Services, and the term Customer shall include any individual or organisation who has entered into a contract with GBdirect for the supply of Product.

Domain name registrations in the .uk subdomains are subject to Nominet's Terms and Conditions, in accordance with our agreement with Nominet UK. Registration of domain names with us presumes your acceptance of both our and Nominet's Terms and Conditions.

Acceptance of Orders

Orders must be placed by the issue of a valid purchase order or other written communication properly authorised by the Customer. GBdirect reserves the right not to accept any Customer order.

Carriage, Post and Packing

Carriage, post and packing for deliveries is recharged at cost.

Duties and Taxes

Any relevant duties or taxes including VAT will be added to the cost of all sales at the prevailing rate.

Payment Terms

GBdirect's standard payment terms are as follows:

• 50% of Software price is payable with order
• 50% of Software price is payable by 30 days from date of delivery
• Training price is payable in accordance with the terms as laid out in the Training Terms and Conditions document
• 100% of Service price is payable by 30 days from the date of issue of the invoice

If any invoice becomes overdue the Customer's full outstanding balance with GBdirect becomes due and payable. GBdirect reserves the right to charge interest on overdue invoices at 3% above the base rate in force calculated on a daily basis. Payment shall be deemed to have been received only when the full amount has been credited to GBdirect's bank account without recourse.

Travel and Subsistence Costs

Travel and subsistence costs for staff engaged in delivery of Services or Training where it is necessary to work away from GBdirect's offices shall be recharged at cost unless otherwise agreed in writing.

Time spent travelling shall be considered to be time worked on the delivery of services.

Delivery

1. Any delivery time stated by GBdirect for Software shall be treated as an estimate only. Whilst GBdirect shall endeavour to dispatch Software on time no liability can be accepted by GBdirect for failure to deliver within the estimated dates. GBdirect shall not be liable for any loss (including consequential loss or loss of profit) arising either directly or indirectly from any delay in the delivery of the Software howsoever caused.
2. Any shortages or damage of Product must be reported to GBdirect within three working days of receipt.
3. The customer shall be obliged to accept the Product when it is presented for delivery by GBdirect. In the event that the customer is unable to accept delivery at that time any subsequent consequential expenses such as costs of storage or of redelivery shall be borne by the Customer.
4. Where delivery of Training is made on Customer premises, all responsibility for logistics rests with the Customer. In the event that the training facilities or any required audio/visual aids are unavailable any subsequent consequential expenses for provision of alternative facilities or audio/visual aids shall be borne by the customer.
5. Where any dependencies on Customer staff or materials are indicated in the Plan for a Service engagement, any expense or cost of additional effort required to meet the contracted delivery schedule consequent on failure to satisfy the dependency will be borne by the Customer.

Property and Title

Creative artwork and copy shall remain the property of GBdirect unless otherwise assigned by agreement.

Software produced by GBdirect on behalf of The Customer shall be severally and independently owned unless otherwise agreed in writing. The Customer and GBdirect shall be entitled independently to make any use of the Software as the individual property of either party without requiring permission or authority from the other party. Customers are advised that said Software may contain elements subject to one or more public licences such as the GNU General Public License.

No property or title to Product shall pass unless and until the full amount of the value of the invoice has been credited to GBdirect's bank account without recourse. The Customer shall indemnify GBdirect against any loss or damage to the Product prior to the passing of title therein whilst in the customer's custody. Risk of damage to or loss of Software or Training materials shall pass to the customer at the time of delivery or in the event that the Customer wrongfully fails to take delivery of the Product, at the time when the company has tendered delivery of the Product.

Cancellation

Software

Cancellations are accepted by GBdirect up to the time of dispatch of the Software. Where cancellations are accepted by GBdirect, GBdirect reserves the right to charge the Customer for any administration and handling costs incurred.

Training

Cancellations are accepted by GBdirect as described in the Training Terms and Conditions document.

Service

Cancellations are accepted with no penalty up to 14 days before commencement of the Service engagement. After that but prior to the agreed start date, a minimum cancellation fee of 10% of the price is payable in the case of a Fixed Price contract. Cancellation subsequent to the agreed start date of a Fixed Price contract renders the contract price payable for the full contract or contract stage as outlined in the tender document, whichever is applicable. Cancellation of a Time and Materials contract with less than 14 days notice renders a cancellation fee equivalent to 5 days effort payable in addition to any time already due to be billed.

Warranty

All Software is furnished as-is and with all faults and deficiencies. GBdirect makes no warranty to the Customer with regard to the Software including but not limited to implied merchantability or fitness for a particular purpose. There are no warranties, obligations or liabilities of GBdirect express or implied arising by law or otherwise with respect to any bug, error, omission, defect, deficiency or nonconformity in any Software supplied.

Liability

1. GBdirect shall not under any circumstances be liable for any indirect or consequential damages however caused.
2. GBdirect's liability in respect of any breach or non-performance of any order shall be limited to the refund of the invoice value to which the claim relates.
3. In the event that GBdirect is prevented from carrying out its obligations under a contract as a result of any cause beyond its reasonable control, such as, but not limited to, Acts of God, War, Strikes, Flood, Terrorism and Failure of third parties to deliver goods, GBdirect shall be relieved of its obligations and liabilities under such contract of sale for as long as such fulfillment is prevented.

Miscellaneous

1. If any provision herein is held to be invalid illegal or unenforceable the validity and enforceability of the remaining provisions shall not in any way be affected or impaired.
2. Waiver by GBdirect of any of the terms herein or the granting of time or indulgence by GBdirect to the customer shall in no way affect GBdirect's rights hereunder.
3. The headings are for clarification and do not form part of the terms and conditions.
4. Any notice or demand to be given hereunder shall be in writing and shall be delivered by hand or by first class post. If posted any notice shall be deemed to have been delivered 48 hours after posting.
5. The law of England shall apply to these terms and conditions.
6. The Training Terms and Conditions are deemed to incorporate these terms and conditions and if contradictory to these terms and conditions these shall prevail