Terms and Conditions of Sale (Business-to-Business)
PARTIES
(1) Purple Wifi Limited, a company incorporated in England with company number 06444980 whose registered office is at Sandringham House, Hollins Brook Park, Pilsworth Road, Bury, Lancashire, England, BL9 8RN (the "Seller", "We", "Us").
(2) The business entity purchasing the Hardware (the "Business Customer", "You").
BACKGROUND
The Seller supplies hardware designed to work with its proprietary software. The Business Customer wishes to purchase the Hardware from the Seller. These terms and conditions shall govern the sale.
AGREED TERMS
1. Definitions and Interpretation 1.1. In this Agreement, the following terms shall have the following meanings:
* Agreement: This contract between the Seller and the Business Customer for the sale and purchase of the Hardware in accordance with these Terms and Conditions.
* Business Day: A day other than a Saturday, Sunday, or public holiday in England.
* Hardware: The hardware item(s) described in the Order.
* Intellectual Property Rights: Patents, copyright, design rights, trademarks, and all other intellectual property rights, whether registered or unregistered.
* Order: The Business Customer's order for the Hardware submitted via the Seller's website or a formal Purchase Order.
* Price: The price for the Hardware as set out in Clause 3.
* Software: The Seller's proprietary software with which the Hardware is designed to operate.
* Specification: The technical specification for the Hardware as published on the Seller's website or otherwise provided to the Business Customer.
1.2. The Business Customer confirms that it is purchasing the Hardware for use in its business and not as a consumer.
2. Basis of Contract
2.1. These Terms and Conditions apply to the Agreement to the exclusion of any other terms that the Business Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2. An Order constitutes an offer by the Business Customer to purchase the Hardware in accordance with this Agreement. An Order shall only be deemed to be accepted when the Seller issues a written acceptance of the Order or dispatches the Hardware, at which point the Agreement shall come into existence.
3. Price and Payment
3.1. The Price for the Hardware shall be the price set out on the Seller's website at the date of the Order or as otherwise agreed in writing.
3.2. The Price is exclusive of VAT, which shall be charged at the prevailing rate. The Price is exclusive of the costs of packaging and delivery, which will be invoiced to the Business Customer.
3.3. The Seller may require payment in full prior to dispatch or, at its sole discretion, may offer credit terms. Where credit is offered, the Business Customer shall pay each invoice in full and in cleared funds within 7 days of the date of the invoice.
3.4. If the Business Customer fails to make any payment due under the Agreement by the due date, the Seller shall have the right to charge interest on the overdue amount at the rate of 8% per annum above the then current Bank of England's base rate, accruing on a daily basis from the due date until the date of actual payment.
3.5. The Business Customer shall pay all amounts due under the Agreement in full without any set-off, counterclaim, deduction or withholding.
3A. Promotional Offer
3A.1. Service Term: Where Hardware is supplied as part of a promotional offer, it shall be provided to the Business Customer, along with the associated 'Shield' solution service, free of charge for a period of 12 consecutive months starting from the date of activation (the "Promotional Period").
3A.2. Automatic Renewal: Upon completion of the 12-month Promotional Period, the service will automatically transition to a chargeable solution at the Seller's standard pricing, currently £10 per month, plus VAT at the prevailing rate. This will be invoiced to the Business Customer on a monthly basis.
3A.3. Cancellation of Renewal: Should the Business Customer wish to cancel the service and avoid transitioning to the chargeable solution, the Business Customer must provide written notice of termination to the Seller no less than 30 days prior to the end of the Promotional Period.
3A.4. Governing Terms for Ongoing Service: Upon transition to the chargeable solution, the ongoing provision of the service shall be governed by the Seller's Master Services Agreement, available at https://www.purple.ai/msa. For the avoidance of doubt, these Terms and Conditions shall continue to govern the supply and warranty of the Hardware itself.
4. Delivery
4.1. The Seller shall deliver the Hardware to the location set out in the Order.
4.2. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Seller shall not be liable for any delay in delivery of the Hardware.
4.3. Risk in the Hardware shall pass to the Business Customer on completion of delivery.
5. Title
5.1. Title to the Hardware shall not pass to the Business Customer until the Seller has received payment in full (in cash or cleared funds) for the Hardware and any other goods that the Seller has supplied to the Business Customer for which payment has become due.
5.2. Until title to the Hardware has passed, the Business Customer shall: (a) store the Hardware separately from all other goods held by the Business Customer so that it remains readily identifiable as the Seller's property; (b) maintain the Hardware in satisfactory condition and keep it insured against all risks for its full price from the date of delivery; (c) not remove, deface or obscure any identifying mark or packaging on or relating to the Hardware.
5.3. If the Business Customer fails to make payment or becomes subject to an insolvency event, the Seller may at any time require the Business Customer to deliver up the Hardware and, if the Business Customer fails to do so promptly, enter any premises of the Business Customer to recover it.
5.4. Notwithstanding Clause 5.1, where Hardware is provided as part of the Promotional Offer detailed in Clause 3A, title to the Hardware shall pass to the Business Customer upon the successful completion of the 12-month Promotional Period. Until such time, the provisions of Clause 5.2 and 5.3 shall apply
6. Warranty
6.1. The Seller warrants that on delivery, and for a period of 12 months from the date of delivery (the "Warranty Period"), the Hardware shall conform in all material respects with its Specification and be free from material defects in design, material, and workmanship.
6.2. If the Business Customer gives notice in writing to the Seller during the Warranty Period within a reasonable time of discovery (and in any event within 7 days) that some or all of the Hardware does not comply with the warranty set out in Clause 6.1, the Seller shall, at its sole option, repair or replace the defective Hardware, or refund the price of the defective Hardware in full. This shall be the Business Customer's sole and exclusive remedy for breach of the warranty.
6.3. The Seller shall not be liable for the Hardware's failure to comply with the warranty if the defect arises as a result of: (a) fair wear and tear; (b) wilful damage, abnormal storage or working conditions, accident, or negligence by the Business Customer or by any third party; (c) failure by the Business Customer to operate or use the Hardware in accordance with the user instructions; (d) any alteration or repair by the Business Customer without the written consent of the Seller; or (e) the Hardware being used with any software, accessories or other hardware not approved by the Seller.
6.4. Except as provided in this Clause 6, all warranties, conditions and other terms implied by statute or common law (including the terms implied by sections 13 to 15 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Agreement.
7. Limitation of Liability
7.1. Nothing in this Agreement shall limit or exclude the Seller's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any matter in respect of which it would be unlawful for the Seller to exclude or restrict liability.
7.2. Subject to Clause 7.1, the Seller shall under no circumstances whatever be liable to the Business Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any: (a) loss of profit; (b) loss of revenue or business; (c) loss of goodwill; (d) loss of data; or (e) any indirect or consequential loss.
7.3. Subject to Clause 7.1, the Seller's total liability to the Business Customer in respect of all other losses arising under or in connection with the Agreement shall in no circumstances exceed the Price paid for the Hardware under the Order to which the claim relates.
8. Intellectual Property and Software
8.1. All Intellectual Property Rights in or arising out of or in connection with the Hardware and its firmware shall be owned by the Seller.
8.2. The Business Customer acknowledges that the functionality of the Hardware is dependent on use of the Software, which is licensed separately under the terms of the Seller's End User Licence Agreement ("EULA"). Purchase of the Hardware does not grant any rights or licence to use the Software.
9. Cancellation
9.1. Orders, once accepted by the Seller, are non-cancellable by the Business Customer.
9.2. The Seller will not accept the return of any Hardware for credit or refund, except as provided for under the warranty in Clause 6.
9.3. Clause 9.1 applies to the cancellation of an Order prior to dispatch. The cancellation of the ongoing service element supplied under a Promotional Offer is governed by the terms set out in Clause 3A.3.
10. General
10.1. Force Majeure: The Seller shall not be liable for any failure or delay in performing its obligations under the Agreement to the extent that such failure or delay is caused by any event beyond its reasonable control.
10.2. Entire Agreement: This Agreement constitutes the entire agreement between the parties in relation to the initial purchase and supply of the Hardware. Where the Business Customer's service continues on a chargeable basis after a Promotional Period as defined in Clause 3A, the provision of that ongoing service shall be governed by the Seller's Master Services Agreement as referenced in Clause 3A.4.
10.3. Waiver: A waiver of any right or remedy is only effective if given in writing.
10.4. Severance: If any provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any modification to or deletion of a provision shall not affect the validity and enforceability of the rest of the Agreement.
10.5. Governing Law and Jurisdiction: This Agreement, and any dispute or claim arising out of or in connection with it, shall be governed by, and construed in accordance with, the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim.