Terms & Conditions

This document, and the documents to which it refers, define the terms of the agreement by which we provide you with goods and/or services. The key terms above are a summary of these full terms.

For purchase of goods including software, our terms for supply of goods apply. For purchase of services (including hosting and support), our terms for supply of services apply.

If you are not happy with any of the terms or require any clarification of the terms please contact us. Whilst this is a standard contract, we are happy to consider changes generally or to meet your specific circumstances.

Where we agree a variation to this standard agreement it must be in writing signed by a director, or an email electronically signed by a director, and such changes will take precedence over these terms.

Interpretation

This agreement is written in plain English and should be read as such. This agreement is subject to English law.

We have used the terms we, us, our, etc to mean OfficeNet Systems Ltd, and you, your, etc to mean the customer to whom we are providing goods and/or services. We are OfficeNet Systems Ltd, a company registered in England and Wales number 04136697.

We have tried to make the terms in this agreement general and easy to understand. The terms should be read as a statement of what we intend and read to the full extent that the law permits. If a term is not valid in some context, it should be read to the full extent that it is valid, or possibly only applying to a narrower context which allows it to be valid.

Liability

We understand that ongoing operation of goods and/or services we provide can be important to you but we expect you to understand that such goods and services can fail for a variety of reasons. It is also possible for us to make mistakes. As such we expect you to take whatever precautions or insurances against such failure or mistakes as you see fit, including situations where we may be negligent. We do not accept any liability for consequential losses.

If we are negligent, then we accept that we have liability. We require you to prove we have been negligent in such cases. We require you to demonstrate actual losses for your claim. We require you to take all reasonable steps to minimise your losses.

Whilst there are no limits on our liability for death or personally injury due to negligence, we limit our liability for any other negligence to a refund of the amount paid for the failed goods or services. In the case of on-going services this is pro-rata for the period the service was not adequately provided. Liability for any other reason is also limited to a refund of the amount paid (pro-rata for ongoing services). If an incident relates to an ongoing service but not a specific time frame, then we limit our liability to the charges you have paid for the related service for a one month period.

You agree that our liability is also limited in respect of any claim you make indirectly or via any third party (such as a bank or insurance company) and agree to indemnify us against any such claim.

It is important to realise what this means. Basically, in most cases, if we screw up, the most you can get is your money back. Some of our services are very cheap, so this is not a lot of compensation. If this is a problem, then you should look at getting your own insurance.

These terms do not affect your statutory rights, and apply to the full extent that the law permits them to within those rights.

Prices

The standard prices for the service will be agreed by quotation either verbally or in writing. Unless otherwise stated, prices quoted are exclusive of VAT which is added to your invoice.

Invoices normally show VAT exclusive unit prices with VAT added to the total at the end.

Details from the web site are not to be taken as an offer in the contractual sense, but is merely an invitation for your to make an offer to purchase goods or services from us, which we may decline for any reason.

Any postage is charged for (plus VAT) where applicable. Note that we consider postage or carriage to be a separate service we are providing and as such cannot be cancelled under the distance selling regulations once the item is posted/shipped.

Periodic Billing

For ongoing services we will issue an invoice periodically (e.g. monthly). You may also receive additional bills for one-off charges, equipment or other services. We normally issue invoices in advance on the first day of the period being billed. We may issue them several days before the start of the period covered.

Calendar monthly: Invoices are for the whole month from the 1st of each calendar month.

Four Weekly: Invoices cover a 4 week period, the exact starting week can be adjusted if required (e.g. to align with salary or benefit payments arriving).

Quarterly: Invoices are for Jan-Mar, Apr-Jun, Jul-Sep, and Oct-Dec. See note below.

Annually: Invoices are for the whole year from 1st Jan. We do not normally offer annual billing. See note below.
It is important to note that many services are provided on a non-refund basis. i.e. they have no termination notice period, but any period already invoiced must be paid. As such, the selection of billing period may effect the timing or cost of terminating your service, hence we recommend monthly billing.

We may, in some cases, issue quarterly or annual invoices as 3 or 12 separate invoices issued on the same date with the same terms, one for each month of the period covered. These can be paid with a single payment. Whilst we normally allow you to choose your billing period, we can insist on calendar monthly billing if we wish.

Bills may be for a partial period (e.g. 1.5 months) at the start or end of a service, or if changing billing cycle. Whole days are considered only, with a part day counting as a whole day. A partial bill for monthly, quarterly or annual billing considers each day covered to be a proprtion of its month (e.g. days in February are 1/28th or 1/29th of a month). For billing cycles based on weeks, each day is considered to be 1/7th of a week.

Payment

You are expected to read the invoices and statements we send you and contact us promptly if you believe there is any error.

Each invoice states the payment terms, and you must ensure payment actually reaches us or our bank within the payment terms. This is your responsibility, so you should allow yourself time to resend payment if it is lost in the post or a card payment is not authorised or other such eventualities.

You must ensure your payment quotes our account reference for you as quoted on your invoice and statement. This is to be written on the back of cheques sent, or included as a payment reference in any BACS payments. The payment will then be applied in full to the one specified account.

Some services may have as a condition of the service that you pay using a specific payment method (e.g. direct debit or continous card authority). If you do not have such a method set up, or stop such a method, and do not reinstate it when asked, then your service will be changed to the next service available without such conditions and this will be applied for all periods covered by invoices not yet paid.

Credit terms

Unless we agree otherwise, invoices are due for payment immediately. We are prepared to agree terms such as 14 days, 30 days or end of following month at our discretion. Credit is not a automatic or a right and we may withdraw or change credit terms for future invoices if we wish. If you do not agree to the terms stated on the invoice you must contact us immediately.

Invoices issued for immediate payment must be paid promptly, and arrive no later than 7 days from issue of the invoice. We consider this to be sufficient time for a cheque, BACS transfer or other form of payment even allowing for public holidays, etc.

Clawed back payments

With card payments or direct debit payments it is possible for your to claw back the payment at a later date.

There really should be no reason for a claw back. If we have mistakenly taken payment from you, please contact us and we will immediately return the incorrect payment. We are also happy to pay you any bank charges that you have been charged because of the mistake, up to the the admin fee we charge (£5.00).

It is also important to note that any returned or clawed back payment is cancelled on your account with us, making it as though the payment was not made at all, and you may become liable for late payment penalties and/or interest, as well as admin fees (see below).

Administration fee

Normally, there is no reason for us to charge an administration fee. This only applies when things go wrong. We appreciate that mistakes can be made, so we do not normally charge an admin fee the first time. We will try and resolve the matter so it does not happen again. However, if, for example, you persistently send BACS payments with an incorrect reference, and ignore our letters on the matter, we will charge the admin fee. Believe it or not, some people even pay this admin fee, by BACS, without a correct reference, incuring yet another admin fee. We would far rather resolve the matter and help you send payments correctly than charge admin fees.

We may charge you an administration fee of £5.00+VAT for the following, on each occasion:-

If you pay by cheque, and the cheque is returned unpaid by the bank. We will also charge you any bank charges which our bankers charge for handling the cheque.

If you pay by BACS (electronic banking, standing order) and the payment cannot be automatically processed. e.g. you do not include the correct payment reference with the payment. We understand mistakes can be made and will normally contact you the first time without making an admin charge for this.

If you pay by card, and later the card payment is clawed back or you attempt to claw back the payment. This applies even if we successfuly defend the claw back claim, or the claw back is later returned, as it it to cover the admin work involved in doing so. We will also charge any fee that we are charged by our bank for the claw back.

If you pay by direct debit and the payment fails. The exception is where you can show that we should not have tried to take the payment.
If you pay by direct debit, and later claw back the payment.
If you ask us to print a paper copy of an invoice or statement and post it to you. We send invoices and statements by email, and provide them on line, free of charge.

If you make an unnecessary payment to us or an overpayment and require us to return it to you. We appreciate mistakes can be made, and will normally only charge this for unusual or repeated occurances. If the payment involves any special bank charges, such as for a high value or same day transfer, we will also charge these. We may deduct all such charges and fees from the repayment being sent to you.

Advance payment or over payment

If you send us money that you do not owe us, such as an over payment of a payment when there are no outstanding invoices, then we will hold this as money on your account. You can ask for the credit balance on your account back at any time. We do not pay interest on any credit balance. If we invoice you for any goods and services then we will, at that point in time, apply any credit balance on your account towards paying that invoice. Your credit balance is not considered a pre-payment for future goods or services.

Late Payment

Late payment interest and penalties are charged in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 as amended. This is a policy in line with The Better Payment Practice Campaign as promoted by H M Revenue & Customs. Note that this includes statutory compensation for late payments between £40 and £100 per late invoice in addition to interest charges at 8% above base lending rates, so it is wise to pay on time. All payments received are applied on account as the date they are received, clearing debts in strict order of due date. Late payment penalties apply to all commercial contracts in the UK, not just us. (more general information)

For the purposes of the Late Payment of Commercial Debts

(Interest) Act 1998, where payment is required partly in advance and partly in arrears, such as a quarterly invoice on 30 day terms which is 30 days in arrears and the rest in advance, then the invoice shall be treated as two separate debts with part payment due for part of the period as per section 11(2) of the Act. Failure to pay for at least the period which is in arrears by the due date of the invoice will result in a liability for the £40 to £100 penalty applicable for late payment.

If we give you time to pay (credit), we are doing this because we recognise that many businesses have a complex systems for signing off and paying invoices, and that people can be on holiday, or sick, etc. It is not because we wish to operate as a bank and lend money and it should not be used as a means to obtain goods and services when you can't afford them. As such we do not expect you to deliberately wait to the last moment you think you can send payment and still be within terms. If you do, and miss the date even by one day we will not have any sympathy with such a policy and will charge late payment penalties as the law permits.

If you pay by Continuous Card Authority or Direct Debit, then we are taking responsibility for collecting the payment within the terms. If we do not try and collect payment within the terms then you are not liable for late payment penalties as a result. However, we are agreeing to try and collect payment once within terms. If we try once, and that collection fails for any reason or is returned by your bank for any reason, it is then your responsibility to ensure payment is made within the terms. We will contact you if a collection fails. Where the agreed terms allow, we will attempt the first collection in sufficient time to try a second collection within those terms or for you to pay by other means should the first attempt fail. It is also important to understand that it takes a few days for a direct debit to be set up, and then you receive 5 working days notice of a payment - you must allow for this if setting up a direct debit to pay for invoices that will be due before this can be done, and pay any amounts that will be overdue by other means.

Changing these terms

You cannot change these terms and conditions. You cannot assign this agreement to anyone else. We may change the terms and conditions, and any associated rules such as the AUP. We will put the new versions on our web pages. We may also assign the agreement to any other party after giving you one month's notice.

If we make a change of the conditions that is to your detriment, and you wish to terminate the service as a result, then this operates in much the same way as a price increase for an ongoing service. You must notify us that you are terminating because of the change in the first invoice period of service following the change, and we will treat that period as operating under the previous version of these terms. If you don't terminate the contract in the first period after a change, you are considered to have accepted the new terms.

How we communicate

General information, including these terms and conditions, will be made available on our web pages from time to time.

We may use email to communicate changes, including any changes to terms and conditions or policies or other important information. You must check our web pages, or read email to ensure you are aware of such information. If you have a domain from us, you must accept and read email directed to postmaster at your domain. If we have emailed postmaster at your domain, or the last email address you told us, then notice is considered to have been served.

You may contact us using our published email, fax, telephone or postal information. You are responsible for ensuring any communication actually reaches us, and we consider your communication valid on the date and time it reaches us and not when it was posted or sent. Invoices and late payment reminders are normally sent by email to the address you have advised to us for your accounts department. You can change the email address to which they are sent whenever you like by contacting us.

Liquidation, etc.

If you go in to liquidation, administration, bankrupcy or in anyway stop being liable to pay your oustanding invoices, then we may terminate all services being provided immediately. You are reminded that all goods which have not been paid for in full are ours, and we have the right to collect them from you.

The person(s) dealing with your company (e.g. liquidator) may ask us to continue to provide services. For example, they may want to sell a business as a going concern, or sell assets such as domain names. If they do, then they will have to pay all oustanding charges for those services and agree to pay ongoing charges in advance. This is particularly important for domain names. If we terminate domain names then they can be immediately registered by anyone else (including us) and become their asset.

Capabilities