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Toucan Code Ltd agrees with the person to whom ("Retail customer") it provides a supply on this form that such provision (now and at all times in future) shall be on the terms outlined in this document, and upon no other terms whatsoever.
1. Formation and period, including cancellation rights
1.1 This agreement shall commence as soon as it is mutually agreed as outlined above ("Commencement")
1.2 Retail Customer consents to Toucan Code Ltd's commencement of the supplies immediately on Commencement (i.e. during any period for cancellation outlined in paragraph 1.5.3), notwithstanding the consequence would be to end the cancellation period under paragraph 1.5.1
1.3 This agreement shall be an annual agreement, that shall be deemed to renew on each anniversary of Commencement unless terminated prior to any such renewal by notice in writing received at least 2 weeks prior to such anniversary of Commencement ("the Agreement Period").
1.4 During the Agreement Period Toucan Code Ltd will provide the supplies of services to Retail customer ("Supplies") in exchange for Retail customer's payment to Toucan Code Ltd ("Price"), both as described in the order or otherwise in these terms (any such description in the order having priority over any in these terms).
1.5 During the Agreement Period this agreement may be cancelled by Retail Customer as follows:
1.5.1 Except where supplies are faulty, or do not comply with the contract for some other reason, Retail Customer shall have no right to cancel after Antlab's performance of the supplies has begun
1.5.2 Except where supplies are faulty, or do not comply with the contract for some other, reason Retail Customer shall have no right to cancel supplies that have been customised to Retail Customer's specification
1.5.3 Subject to clauses 1.5.1 and 1.5.2, during the 7 working days from initial Commencement, or where supplies are faulty or do not comply with the contract for some other reason, Retail Customer may cancel this Agreement by the delivery of unequivocal written notice of the circumstances, stating a definite intention to cancel, to Toucan Code Ltd ("Cancellation").
1.5.4 On Cancellation the price paid by Retail Customer will be repaid as soon as possible and, in any case, within 30 days.
1.6 Toucan Code Ltd may cancel any part of this agreement by notice to Retail customer at any time prior to Retail Customer's payment, or after Retail Customer's payment provided Toucan Code Ltd refunds Retail Customer's payment for any elements which Toucan Code Ltd cancels. For the avoidance of doubt Toucan Code Ltd may cancel part only of this agreement without affecting the remainder.
1.7 Should either party wish to vary these terms they may do so only by provisions mutually agreed as indicated under the heading "Special Conditions" on the order; otherwise these terms shall be deemed to have priority over any inconsistent provision in the order.
1.8 Should either party wish to vary the order (including by the introduction of Special Conditions to vary these terms) they may do so only by procuring that the other party signs a revision of the order with the agreed corrections outlined, such revised order stating expressly that it replaces any previous order that it identifies as replaced. Should any of these matters not be dealt with as described then an order will not be deemed to replace any earlier order. Toucan Code Ltd shall have no obligation to agree a variation of an order that adversely effects Antlab's revenue.
1.9 Notwithstanding clause 1.8 Toucan Code Ltd may substitute equivalent services (in terms of quality and price) in the event that those ordered by Retail customer are unavailable.
2.1 Retail customer will provide all reasonable assistance, liaison, materials, instructions and responses requested to enable Toucan Code Ltd to provide the supplies, and shall accept responsibility for the consequences of any such provision, failure to provide, or any faults with such provisions.
2.2 Should the order refer to any of the following supplies then such supplies shall be taken to infer and include broadly the classes described below:
3.1 The arrangements for the timing of payment, delivery or performance are as outlined in these terms, and for the avoidance of doubt there is no inference that Toucan Code Ltd must perform the contract within any set period (e.g. 30 days) from the day after Retail Customer sends their order; as outlined, a period longer than 30 days may well be required to fulfil any order.
3.2 Timings for delivery are given in good faith as an indication and Toucan Code Ltd shall not be liable for any consequential and indirect losses, expenses or damages in whatever manner caused by late delivery.
4.1 Prices quoted will generally exclude VAT, and VAT will be shown separately, as appropriate.
4.2 Unless otherwise stated any price Toucan Code Ltd offers for orders will remain valid and available for acceptance for 10 days from the date produced; after that period any offer shall mutually be deemed withdrawn unless repeated.
4.3 Toucan Code Ltd may quote a single unified price to all goods and services included in an order; Toucan Code Ltd may not intend such a price to be rateable, or otherwise capable of being broken-down between the elements comprised within that order.
4.4 Payment for the initial subscription year is due with order, and payment for subsequent years shall be due on the anniversary of Commencement.
4.5 If payment is not made when due then Toucan Code Ltd shall be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount (both before and after any judgment) at the rate of 1% p.a. above the base rate from time to time of Natwest Bank plc from the due date until the outstanding amount is paid in full.
5. Guarantees and Limitations on remedies
5.1 IT IS NOT INTENDED THAT YOUR STATUTORY RIGHTS AS A CONSUMER SHOULD BE AFFECTED BY ANY OF THESE TERMS, e.g. your right to return faulty goods - see clause 1.5.
5.2 After-sales service enquiries are best made by telephone - see details on order.
5.3 Subject to clauses Error! Reference source not found. - Error! Reference source not found. Toucan Code Ltd guarantees that services Toucan Code Ltd provides under these terms will be provided using the reasonable skill and care of a professional in the area of services provided. All other guarantees or warranties from Toucan Code Ltd of any nature, whether implied or otherwise expressed, are excluded to the maximum extent permitted by law.
5.4 In view of the nature of the supplies, the Price, and the guarantee given in clause 5.3, it is agreed that Antlab's supplies may not be free from individual minor defects.
5.5 Retail customer agrees thoroughly to test Antlab's services as soon as possible to ensure they are fit for Retail customer's purposes. Retail customer shall have no remedy under these terms for any matter that could have been prevented if Retail customer had acted on the results of such tests, where Retail customer either fails to undertake such tests or to act on them.
5.6 Except in respect of death or personal injury caused by Antlab's negligence, or otherwise not excludable, or as expressly provided otherwise in these Terms:
5.6. Toucan Code Ltd shall not be liable to Retail customer by reason of any representation (unless fraudulent), or any warranty, condition or other term, or any duty at common law, or under the express terms of thes terms, for any loss of profit, or loss of opportunity, or failure to make savings, or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of Antlab, its servants or Toucan Code Ltd or otherwise) which arise out of or in connection with the provisions of this agreement; and
5.6.2 the entire liability of Toucan Code Ltd under or in connection with these Terms shall not exceed the amount of Retail customer shall have paid Toucan Code Ltd under these Terms.
5.7 Toucan Code Ltd shall not be liable to Retail customer or be deemed to be in breach of these terms by reason of any delay in performing, obligations under these Terms if the delay was due to any cause beyond Antlab's reasonable control, or to any instructions of Retail customer.
6.1 Toucan Code Ltd only does business in the English language.
6.3 If any part of these terms are held to be unenforceable such part shall be deemed to be deleted from this document and shall be of no force or effect, and the remaining terms shall remain in full force and effect as if the unenforceable part had never been included.
6.4 Toucan Code Ltd will keep a copy of this document for 6 years after its agreement.
6.5 Toucan Code Ltd is mutually deemed neither to create for, nor transfer to, Retail customer any intellectual property under these terms. Unless expressly stated otherwise in a Special Condition any copyrights or design rights arising in or from supplies under these terms will either remain vested in Toucan Code Ltd or will be deemed transferred to Toucan Code Ltd on their creation.
6.6 Nothing in these terms is intended for the benefit of any third parties and the provisions of the Contracts (Right of Third Parties) Act 1999 are expressly excluded.
6.7 This agreement is personal to the parties and may not be assigned by either party without the other party's consent, not to be unreasonably withheld.
6.8 English law shall apply to these terms, and the parties agree to submit all disputes between them to the exclusive jurisdiction of the English courts.