Terms and conditions
1. DEFINITIONS & INTERPRETATIONIn these conditions, the following words and phrases shall have the meanings ascribed to them below:1. “The Agreement” or “this Agreement” – this Agreement, the clauses set out in the Standard Terms of Hardware Supply Agreement, and its annexures (including their attachments and appendices, if any, and other documents attached to or otherwise expressly incorporated into this Agreement), as amended from time to time in accordance with the Agreement.2. "Application(s)" – a program or piece of software designed to fulfil a particular purpose.3. "Confidential Information" – all information of any nature whatsoever which is disclosed by a Party or which may be obtained from the other Party which is marked ‘confidential’ (or with similar legend), or which the disclosing Party identifies as confidential, or which by its nature is confidential, regardless of where or how such information is disclosed to the receiving Party (including without limitation whether orally, visually or by reason of inspection of documentation, electronic data or other matter provided). Confidential Information includes without limitation intellectual property, know-how, business, technical and financial information, any software, documentation or technical information provided by the Supplier that has not been generally released to its System Users, and performance information relating to the Supplier Supplier-provided Hardware. The terms of this Agreement are Confidential Information of the Supplier without the identification by the Supplier. Without limiting the foregoing, any and all features of the Supplier-provided Hardware shall be considered as Confidential Information, except to the extent that such feature(s) is/are apparent from the ordinary use of the Supplier-provided Hardware concerned.4. “Device Data” – when the System User connects various hardware devices (such as sensors), third-party services, or applications with the services, those hardware devices and applications will in most cases provide information or data to the services, often in an automated fashion. This information and data is referred to as Device Data.5. “Fees” – the payments to be made by the System User to the Supplier as stipulated by the Supplier in writing and as may be set out in Licence and Confidentiality Agreement, as amended from time to time, including without limitation Licence Fees and Support Fees, which amounts shall be free of any withholdings, duties, levies, value-added taxes, sales and/or other taxes except as reflected in Annexure A.6. "Feedback” – any of the following and not limited to: ideas, suggestions, proposals or other feedback the System User may provide to the Supplier regarding the Services agreed upon on this Agreement.7. "Intellectual Property Rights" – patents, designs, trade marks (whether registered or otherwise), copyright, trade secret rights, database rights, design rights, service marks and other intellectual property rights and rights to claim something as its confidential information, including in other jurisdictions that grant similar rights as the foregoing, including those subsisting in inventions, drawings, software, literary works (including without limitation databases compiled by the operation of the Licensed Software and associated therewith), semiconductor topographies, business names, goodwill and the style of presentation of the Supplier-provided Hardware and in applications for the protection thereof.8. “Licensed Software” – the software provided to the System User or for its use as stipulated by the Supplier in writing and as may be described in Annexure A hereto, as amended from time to time, which includes documentation and any related material.9. “Parties" – the parties to this Agreement and “Party” means either one of them.10. "Supplier” – iFings (Pty) Ltd. Company registration no. 2016/265836/07. Physical address: Unit 2, 16 Sycamore Crescent, Atlas Gardens Business Park, Contermanskloof Road, Durbanville Hills, 7441. Postal address: PO box 1444, Brackenfell, 7561. Contact number: +27 521 3050. Email address: connect@ifings.com.11. “Supplier-provided Hardware" – the Licensed Software and the Supplier-provided Hardware as set out in Annexure A hereto.12. “System User” – means the person or party who purchases the Products from the Seller.13. “System User Data” – any content, information, materials or data that the System User provides to the Supplier in any way through the Services.14. “Supplier-provided Hardware” – hardware devices procured by the System User from the Supplier.15. “Third-party Applications” – any software or hardware which is not provided by the Supplier which may be required for the use of or access to the Supplier-provided Hardware.A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application, or re-enactment and includes any subordinate legislation for the time being in force made under it.Words in the singular include the plural and, in the plural, include the singular.A reference to one gender includes a reference to the other gender.Condition headings do not affect the interpretation of these conditions.
2. ENTIRE AGREEMENT2.1 Subject to any variation under condition, the Agreement shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the System User purports to apply under any purchase order, confirmation of order, communication, specification, or other document).2.2 No terms or conditions endorsed on, delivered with, or contained in the System User's purchase order, confirmation of order, specification or other document shall form part of the Agreement simply as a result of such document being referred to in the Agreement.2.3 These conditions apply to all the Supplier's sales and any variation to these conditions and any representations about the Supplier-provided Hardware shall have no effect unless expressly agreed in writing and signed by a director of the Supplier.
3. ORDER PROCESS3.1 All orders placed by the System User are subject to final acceptance by the Supplier.3.2 Following receipt of any order, the Supplier may send to the System User an order acknowledgement detailing the Supplier-provided Hardware which have been ordered. This communication is not an order confirmation or order acceptance from the Supplier.3.3 Acceptance of the System Users order and the completion of the Agreement between the Supplier and System User will take place on despatch to the System User of the Supplier-provided Hardware ordered unless the Supplier has notified the System User that the order has not been accepted or it has been cancelled by the System User.
4. DESCRIPTION AND PRICING4.1 The description of the Supplier-provided Hardware shall be as set out on the Supplier's website and/or the brochure provided with the quotation at the time the System User receives a quotation.4.2 All samples, drawings, descriptive matter, specifications and advertising issued by the Supplier and any descriptions or illustrations contained in the Supplier's website and/or brochures are issued or published for the sole purpose of giving an approximate idea of the Supplier-provided Hardware described in them. They shall not form part of the Agreement which is not a sale by sample.4.3 Every effort is made by the Supplier to ensure that prices shown in advertising material, brochures and quotations are accurate. If an error is found, the Supplier will inform the System User as soon as possible and offer the option of reconfirming the order at the correct price or cancelling the order. If the Supplier does not receive an order confirmation within 3 days of informing the System User of the error, the order will be cancelled automatically. If the System User cancels the order, or if the order is cancelled automatically due to the expiry of the 3-day period, the Supplier will refund or re-credit the System User for any sum that has been paid.4.4 All prices are shown in ZAR ('R') (South African Rand).
5. DELIVERY5.1 Delivery of the Supplier-provided Hardware shall be made:5.1.1 To the System Users address;5.1.2 At the Suppliers sole discretion, to any address specified by the System User; or5.1.3 By the System User collecting Supplier-provided Hardware at the Supplier's premises at any time after the Supplier has notified the System User that the Supplier-provided Hardware are ready for collection.5.2 The System User acknowledges that it may be required by the Supplier to provide proof of address and identification (in the form of photo identification) prior to delivery being made.5.3 Any dates specified by the Supplier for delivery of the Supplier-provided Hardware are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.5.4 If no Delivery cost is quoted for, the goods are to be collected by the System User within 10 working days.5.5 If for any reason the System User fails to accept delivery of any of the Supplier-provided Hardware when they are ready for delivery, or the Supplier is unable to deliver the Supplier-provided Hardware on time because the System User has not provided appropriate instructions, documents, licences or authorisations: Risk in the Supplier-provided Hardware shall pass to the System User (including for loss or damage caused by the Supplier's negligence); The Supplier-provided Hardware shall be deemed to have been delivered; and5.6 If the Supplier is requested to re-deliver the Supplier-provided Hardware following a failed delivery in accordance with condition, the Supplier reserves the right to make an additional charge for such re-delivery.5.7 The Supplier may deliver the Supplier-provided Hardware by separate instalments. Each separate instalment shall be a separate Agreement and no cancellation or termination of any one Agreement relating to an instalment shall entitle the System User to repudiate or cancel any other Agreement or instalment.5.8 The System User shall be required to notify the Supplier of any delivery shortages within 24 hours of delivery. If the System User fails to notify the Supplier of any such shortages within this time scale, the System User shall be deemed to have accepted delivery of all Supplier-provided Hardware.
6. RISKThe Supplier-provided Hardware will become the responsibility of the System User from the time of delivery to their premises; with the exception for System Users arranging collections at the Supplier’s Premises, or goods shipped outside of South Africa where the responsibility is taken at the time of shipping.
7. PAYMENTPayment for the Supplier-provided Hardware by the System User can be made by E.F.T. ('Electronic Funds Transfer') to the account stated on the Invoice. Payment to be made within 7 working days of completion, unless otherwise stated on the accepted quotation.
8. INSTALLATIONS8.1 Every care is taken in the installation of equipment.8.2 The Supplier will accept no liability for any damage, repair or replacement to the System User's property, fixtures, fittings and furnishings during the process of installation and/or maintenance. Any specialist work required to make good damage to the System User's property, fixtures, fittings and furnishings to be carried out at the expense of the System User.8.3 The goods supplied shall remain the property of the Supplier until paid for in full.8.4 In the circumstances defined in this condition the Supplier shall be entitled, immediately after giving notice of its intention to repossess, to enter upon the premises of the System User and repossess any goods or Supplier-provided Hardware it is entitled to hereunder.8.5 Nothing in this condition shall confer a right upon the System User to return the goods sold hereunder or to refuse payment or delay payment thereof, unless agreed by the Supplier in writing.8.6 The Supplier must carry out the Security System Installation during Normal Working Hours with all reasonable skill and care and perform the work in a workmanlike and professional manner.8.7 Any work carried out after hours, will be charged for as per The Supplier's After Hours work Rate.8.8 Title to any part or parts of the Security System purchased by the System User will pass upon delivery.8.9 Until payment is received in full, the System User must: (a) Until such time maintain such part or parts of it in good order and condition; and (b) If payment is not made within 7 days of the due date, the System User irrevocably authorizes The Supplier to enter its Premises and agrees that The Supplier is entitled to take possession of the part or parts without any liability to the System User.8.10 The System User acknowledges and agrees that all cutting of ways, excavation, cable trenching, provision of 240 mains power connections, cable installation, alterations to existing equipment, interfacing with fire, heat or detection systems and lifting equipment required to work at heights are not included in the Security System Installation unless specified in the Agreement.8.11 The Supplier will not be responsible for any disruption of a network, software or equipment of the System User caused by the impact of the interface, integration or addition of the Security System supplied by the Supplier.8.12 The System User shall make the Premises available and in such form as to allow the Supplier to commence Security System Installation by the date specified in the Offer.8.13 The System User agrees to ensure that the Premises must at all times be a safe working environment and (without limitation) will not contain asbestos or similar hazards.8.14 This Agreement is based upon The Supplier having free and uninterrupted access to the Premises at all times, and on the Security System being capable of being installed in a continuous sequence.8.15 Should restricted access force The Supplier to cease or suspend work and/or leave the Premises and return to Premises at a later time, the reasonable costs of doing so may be added by The Supplier to the Fees.8.16 The System User shall provide adequate facilities at the Premises at no cost to The Supplier. Where required and not otherwise stated, these shall include parking facilities, Premises power, Premises lighting, lifting and handling equipment, scaffolding, scissor lifts, elevated work platforms, and rubbish removal skips.8.17 In the event that The Supplier has agreed to carry out the Security Service Installation based on information provided by the System User in relation to the condition of the Premises and the Supplier has quoted on the basis of such advice, any unanticipated problems that might arise on the Premises involving extra work or materials may result in The Supplier increasing the Fee specified in the Offer.8.18 Minor building works including trenching, backfilling and restoration, provision of penetrations, making good, flashing, chasing, console and joinery work, provision of mounting brackets and foundation plinths are to be performed by others at no cost to the Supplier.8.19 If the Supplier is delayed in reaching completion of the Security System Installation by the date agreed between the parties as a result of a delay which is outside its reasonable control then the Supplier shall be entitled to a reasonable extension of time to complete the Security System Installation.8.20 Should the Supplier be delayed in carrying out its work by delays caused by acts or omissions of the System User, its servants or agents, any Agreementors or consultants engaged by the System User or any head Agreementor or other party to which the System User has Agreemented with, then the Supplier shall be entitled to claim the reasonable costs of the delay from the System User, and the amount shall be a debt due and owing to the Supplier.8.21 The System User may, before completion of the Security System Installation, request The Supplier in writing to vary the scope of the work involved in the Security System Installation which the Supplier may, at its sole discretion choose to accept.8.22 The Supplier will provide a quotation for the proposed variation, and shall advise in writing the revised Fee, any time extension necessary and the technical impact of any proposed variation.8.23 Variations shall be priced by The Supplier employing standard price lists or reasonable rates or prices, and shall include an amount for any design costs, management costs, overheads and profit.8.24 The Supplier may substitute Supplier-provided Hardware or equipment offered as part of the Security System with technically equivalent or superior Supplier-provided Hardware provided that the System User has been informed by the Supplier and accepts in writing the alternative Supplier-provided Hardware offered prior to its supply.8.25 Notwithstanding clause 8, The Supplier may terminate the Security System Installation at any time by providing seven (7) days written notice to the System User.
9. SYSTEM USER OBLIGATIONS9.1 The System User is solely responsible for its Applications, projects, and System User Data and for making sure its Applications, projects, and System User Data comply with the terms within this Agreement.9.2 The Supplier reserves the right to review the Application, project, and System User Data for compliance.9.3 The System User is solely responsible for ensuring that they comply with the System User's obligations under the terms within this Agreement and the Service Specific.9.4 The System User will obtain and maintain any required consents necessary to permit the processing of System User Data under this Agreement.9.5 The System User will not, and will not allow third parties under its control to:9.5.1 copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of the Services. In addition, if the System User connects any video or audio recording devices to the Services (e.g., video cameras), the System User understands and acknowledges (a) that the Supplier’s use of any information collected from such devices, including audio/video information is subject to the Supplier's privacy policy; and (b) that the System User is responsible for any and all consents that may be required under applicable local law from all individuals who will be recorded by such devices. Without limiting any other remedy available to the Supplier, a violation of any of the foregoing is grounds for termination of the System User’s right to use or access the Services;9.5.2 use the Services for high-risk activities;9.5.3 sublicense, resell, or distribute any or all of the Services separate from any integrated Application;9.5.4 create multiple Applications, accounts, or projects to simulate or act as a single Application, account, or project (respectively) or otherwise access the Services in a manner intended to avoid incurring fees or exceed usage limits or quotas;9.5.5 infringe or violate the intellectual property rights or any other rights of anyone else (including the Supplier);9.5.6 violate any law or regulation;9.5.7 be harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;9.5.8 jeopardise the security of the System User’s account or anyone else’s;9.5.9 attempt, in any manner, to obtain the password, PIN number, account, or other security information from any other User;9.5.10 violate the security of any computer network, or crack any passwords, PIN numbers or security encryption codes;9.5.11 run any form of auto-responder or “spam” on the Services, or that otherwise interferes with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);9.5.12 “crawl,” “scrape,” or “spider” any page or portion of the Services (through the use of manual or automated means).9.6 The Services may contain links or connections to Third-party Applications, websites or services that are not owned or controlled by the Supplier.9.7 If the System User accesses Third-party Applications or websites or make use of third-party services, the System User accepts that there are risks in doing so and that the Supplier is not responsible for such risks.9.8 The System User’s interactions with third-party organisations and/or individuals found on or through the Services, including payment and delivery of goods or services under any transaction the System User enters into with a third party, and any other terms, conditions, warranties or representations associated with such dealings, are solely between the System User and such organisations and/or individuals.9.9 The System User should make whatever investigation the System User feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties.9.10 The System User agrees that the Supplier shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.9.11 If there is a dispute between participants in relation to the Services, or between Users and any third party, the System User agrees that the Supplier is under no obligation to become involved.9.12 In the event that the System User has a dispute with one or more other Users, the System User releases the Supplier, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or Services.
10. INTELLECTUAL PROPERTY RIGHTS; USE OF SYSTEM USER DATA; FEEDBACK10.1 This Agreement does not grant either Party any rights, implied or otherwise, to the other’s Content or any of the other’s Intellectual Property.10.2 As between the Parties, the Supplier owns all Intellectual Property Rights in the Services and Software.10.3 The System User therefore may not modify, publish, transmit, participate in the transfer or sale of, create derivative works based on, or otherwise exploit any of the Services.10.4 The System User may post, upload, share, store, or otherwise provide content, information, or data to or through the Services. The System User owns their System User Data and Device Data, and the Supplier does not claim any ownership over the System User Data or Device Data.10.5 The System User represents and warrants that the System User owns all rights to such System User Data and Device Data and that disclosure and use of such User and Device Data by the Supplier (including without limitation publishing content on the Services) will not infringe or violate the rights of any third party.10.6 The System User is responsible for all content they contribute, in any manner, to the Services, and the System User represents and warrants that he/she has all the rights necessary to do so, in the manner in which they contribute it.10.7 Unless explicitly acknowledged or committed to as part of a feature of the Services, the Supplier has no obligation to maintain or persist the System User Data or Device Data for longer than 90 (ninety) days after the Supplier received payment, to guarantee access to System User Data or Device Data, and has no liability for User Data or Device Data submitted to the Services that is/becomes unavailable through the Services.10.8 The Supplier does not endorse and has no control over any System User Data.10.9 The System User acknowledges that all Content accessed by the System User using the Service and all System User Data provided by the System User is at his/her own risk and the System User will be solely responsible for any damage or loss to any party resulting therefrom.10.10 If the System User provides the Supplier with Feedback regarding the Services, then the Supplier may use that information without obligation to the System User, and the System User hereby irrevocably assigns to the Suppler all right, title, and interest in that Feedback.
11. APPLE APP STORE/GOOGLE PLAY STORE/PLUGIN USE AND TERMS11.1 These Terms apply to the System User’s use of all the Services, including the Service’s apps and IoT plugin (“Applications”) available from participating app stores (“platforms”).11.2 The following additional Terms also apply to the Applications:11.2.1 both Parties acknowledge that the Terms are concluded between the System User and the Supplier only, and not with the System User’s platform, and the System User’s Platform is not responsible for the Application or the Content;11.2.2 the Application is licensed to the System User on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the Services for the System User’s private, personal, non-commercial use, subject to all the terms and conditions of this Agreement as they are applicable to the Services;11.2.3 the System User will only use the Application in connection with a device that the System User owns or controls;11.2.4 the System User acknowledges and agrees that the System User Platform has no obligation whatsoever to furnish any maintenance and support services with respect to the Application;11.2.5 in the event of any failure of the Application to conform to any applicable warranty, including those implied by law, the System User may notify the System User Platform of such failure. Upon notification, the System User Platform’s sole warranty obligation to the System User will be to refund to the System User the purchase price, if any, of the Application;11.2.6 the System User acknowledges and agrees that the Supplier, and not the Platform, is responsible for addressing any claims the System User or any third party may have in relation to the Application;11.2.7 the System User acknowledges and agrees that, in the event of any third-party claim that the Application or System User’s possession and use of the Application infringes the third party's Intellectual Property rights, the Supplier, and not the System User Platform, will be responsible for the investigation, defence, settlement and discharge of any such infringement claim;11.2.8 both the System User and the Supplier acknowledge and agree that, in the System User’s use of the Application, the System User will comply with any applicable third-party terms of agreement which may affect or be affected by such use; and11.2.9 both the System User and the Supplier acknowledge and agree that the Platform and Platform subsidiaries are third-party beneficiaries of this Agreement, and that upon the System User acceptance of this Agreement, the Platform will have the right (and will be deemed to have accepted the right) to enforce this Agreement against the System User as the third-party beneficiary hereof.
12. LIMITATION OF LIABILITY12.1 To the maximum extent permitted by applicable law under no circumstances and under no legal theory (including without limitation tort, Agreement, strict liability, or otherwise), shall the Supplier be liable to the System User or to any other person for (a) any indirect, special, incidental or consequential damages of any kind, including damages for lost profits, loss of goodwill, work stoppage, accuracy of results, or failure or malfunction of any device connected to the services, or (b) any amount paid by the System User to the Supplier in connection with the Services in the 12 (twelve) month period preceding this applicable claim, or any matter beyond the Supplier’s reasonable control, even if the Party knew or should have known that such damages were possible and even if direct damages do not satisfy a remedy.12.2 The System User acknowledges and agrees that their use of the Services (including without limitation using the Services to secure or otherwise control access to any real or personal property) is solely at the System User’s own risk, and that the System User accepts responsibility for all losses, damages and expenses arising out of such use. The Supplier is not an insurer. The System User is responsible for maintaining insurance covering all loss, damage or expense, whether for property damage, personal injury (including death), economic losses or any other form of loss, damage or expense arising out of or from (a) these terms or (b) the services.12.3 The System User acknowledges that the Supplier’s services are not intended for use in connection with any high-risk or strict liability activity (including without limitation air or space travel, power plant operation, or life support or emergency medical operations) and acknowledges that the Supplier makes no warranty and shall have no liability in connection with any use of the Supplier Services in such situations. In this regard, it is recorded that in the event that the Supplier’s services are used in high-risk situations (including without limitation access control for large crowds), the System User shall be responsible for contingency plans in the event of failure of the Supplier Services causing a high-risk situation, and shall indemnify the Supplier against any claims by third parties arising from use in such situations.12.4 The System User agrees to indemnify and hold the Supplier, its affiliates, officers, agents, employees, and partners harmless for and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys' fees) arising from or in any way related to any third-party claims relating to (a) the System User’s use of the services (including any actions taken by a third party using the System User’s account), and (b) the System User’s violation of these terms. In the event of such a claim, suit, or action ('claim'), the Supplier will provide notice of the claim to the contact information the Supplier has for the System User’s account (provided that failure to deliver such notice shall not eliminate or reduce the System User’s indemnification obligations hereunder).12.5 The System User may not assign, delegate or transfer these terms or their rights or obligations hereunder, or the System User’s services account, in any way (by operation of law or otherwise) without the Supplier's prior written consent, which consent shall not be unreasonably withheld. The Supplier may transfer, assign or delegate these terms and their rights and obligations without consent provided it informs the System User thereof in writing.12.6 The System User will be responsible for withholding, filing and reporting all taxes, duties and other governmental assessments associated with the System User’s activity in connection with the Services.12.7 These limitations of liability do not apply to violations of a party's intellectual property rights by the other party, indemnification obligations, or system user's payment obligations.
13. ASSIGNMENT13.1 The Supplier may assign the Agreement or any part of it to any third party.13.2 The System User shall not be entitled to assign the Agreement or any part of it without the prior written consent of the Supplier.
14. UNFORSEEABLE DELAYSThe Supplier reserves the right to defer the date of delivery or to cancel the Agreement or reduce the volume of the Supplier-provided Hardware ordered by the System User (without liability to the System User) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Supplier including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 90 days, the System User shall be entitled to give notice in writing to the Supplier to terminate the Agreement.
15. EXPORT OF SUPPLIER-PROVIDED HARDWARE15.1 The Supplier-provided Hardware may be sold by the Supplier for export from South Africa.15.2 The System User shall comply with all applicable legislation and regulations and payment of any duties, import taxes or other costs of import.15.3 If the Supplier notifies the System User that export of the Supplier-provided Hardware into a country is prohibited under the Suppliers export licences, the System User shall not supply or offer the Supplier-provided Hardware for supply into or within that country.15.4 The System User shall obtain all licences, authorisations and approvals required for export of Supplier-provided Hardware South Africa or import into any other country and shall indemnify the Supplier against any liability in relation to the System Users breach of any of the provisions of this condition.
16. GENERAL16.1 These Terms and Conditions apply to all legal relationships of the Supplier.16.2 Each right or remedy of the Supplier under the Agreement is without prejudice to any other right or remedy of the Supplier whether under the Agreement or not.16.3 If any provision of the Agreement is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Agreement and the remainder of such provision shall continue in full force and effect.16.4 Failure or delay by the Supplier in enforcing or partially enforcing any provision of the Agreement shall not be construed as a waiver of any of its rights under the Agreement.16.5 Any waiver by the Supplier of any breach of, or any default under, any provision of the Agreement by the System User shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Agreement.16.6 The parties to the Agreement do not intend that any term of the Agreement shall be enforceable by virtue of the Agreements (Rights of Third Parties) Act 1999 by any person that is not a party to it.16.7 The formation, existence, construction, performance, validity and all aspects of the Agreement shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
17. QUALITY17.1 The Supplier is a re-Supplier and not a manufacturer of the Supplier-provided Hardware. In this respect and to the fullest extent permissible by law, the Supplier is unable to offer any express warranties of any kind whatsoever in respect of the Supplier-provided Hardware.17.2 Save to the extent that any exclusion or restriction of liability may be prohibited by statute, all implied warranties relating to the Supplier-provided Hardware (statutory or otherwise) including (without limitation) any warranties relating to quality or fitness for a particular purpose, shall be fully excluded.17.3 The Supplier-provided Hardware may be sold with a manufactures warranty, details of which shall be dispatched with the Supplier-provided Hardware.17.4 Supplier-provided Hardware which are found to be defective following delivery shall be dealt with by the System User in accordance with any subsisting manufacturer's warranty. For the avoidance of doubt, this may mean that the Supplier-provided Hardware are repaired as opposed to replaced and must be returned directly to the manufacturer as opposed to the Supplier.
18. NO CANCELLATION RIGHTSFor the avoidance of doubt, the Consumer Protection (Distance Selling) Regulations 2000 do not apply to the sale of Supplier-provided Hardware in the course of a trade, business or profession.
19. DISCLAIMER19.1 Except as expressly provided for in this Agreement, to the maximum extent permitted by applicable law, the Supplier and its suppliers do not make any other warranty of any kind, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular use and noninfringement.19.2 The Supplier and its suppliers are not responsible or liable for the deletion of or failure to store any System User Data and other communications maintained or transmitted through use of the services. The System User is solely responsible for securing and backing up its application, project, and System User Data. Neither the Supplier nor its suppliers warrants that the operation of the software or the services will be error-free or uninterrupted. Neither the software nor the services are designed, manufactured or intended for high-risk activities.19.3 The Supplier does not make any representations or warranties concerning any products, software, services, information or content contained in or accessing through the services, and the Supplier will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the services.19.4 The Supplier makes no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the services. Products and services purchased or offered through the services are provided 'as is' and without any warranty of any kind from the Supplier or others, unless a separate written warranty is provided expressly and unambiguously for a specific product or service (and if such a warranty is provided, it will apply only to such specific product or service, and not to the Services generally).
