In these conditions:
“Silicon Infotech” refers to Silicon Infotech Limited, a company registered in England and Wales (company number 16570741), whose registered office is Sanderson House, 22 Station Rd, Horsforth, Leeds, LS18 5NT. Trading address: Gresley House, Ten Pound Walk, Doncaster, DN4 5HX.
“Materials” refers to any lists of names, addresses, information, data, services or documents provided. Data supplied is for single use only unless a prior agreement has been made.
“Client” refers to the party to whom the Materials are supplied by Silicon Infotech.
Silicon Infotech contracts with the Client subject to the terms and conditions set out below. No additions or modifications shall form part of the contract unless agreed in writing between the parties.
These terms and conditions override any other terms in any document or communication used in concluding the contract with Silicon Infotech.
a) Any times or periods stated for delivery or completion of obligations are estimates only. Silicon Infotech accepts no liability for loss or damage arising from delay or failure to notify the Client of such delay.
b) Estimated times commence from the date Silicon Infotech receives the Client’s written acceptance of the quotation, any required payment, and all files, information, licences and consents needed to proceed.
c) Changes in specification, additional work or revised instructions may affect price estimates and/or completion time.
The price of the Materials shall be that quoted by Silicon Infotech and confirmed in the quotation accepted by the Client.
Unless otherwise stated, Silicon Infotech reserves the right to increase prices to reflect delivery charges, insurance, special handling or packaging requirements, changes in taxes or duties, or any additional costs arising from site conditions, delays, interruptions, missing information, exchange rate changes, or factors beyond Silicon Infotech’s control.
a) Delivery will occur as soon as practicable following receipt of the Client’s Order Confirmation and payment or agreed payment terms.
b) Delivery is deemed to occur when the Materials are deposited with or collected by any employee of the Client, or transmitted electronically to the Client’s designated address.
c) The Client must inspect the Materials on arrival and notify Silicon Infotech of any damage, discrepancies or shortages within 72 hours of despatch notification.
a) All rights in the Materials remain with Silicon Infotech until full payment is received. If the Client defaults on any obligation, Silicon Infotech may request immediate return of the Materials and may enter the Client’s premises to repossess them. This terminates the Agreement without prejudice to Silicon Infotech’s rights to pursue other remedies.
b) Risk passes to the Client upon despatch. The Client is responsible for the security, care and confidentiality of the Materials and must comply with all relevant licence restrictions. The Client must insure the Materials at its own expense.
c) The Client is responsible for ensuring that its use of the Materials complies with all supervisory codes of practice and with the General Data Protection Regulation (GDPR) and any subsequent modification or re-enactment.
a) Unless otherwise agreed, payment must be made within the agreed terms and prior to despatch of the Materials. Minimum order values apply. Royalty fees (if applicable) are payable in addition to processing fees. Prices exclude VAT unless otherwise stated.
b) Payment is taken upon receipt of the Order Confirmation. Work begins only once payment has been received. From this point, no refund will be issued.
c) Any dispute relating to part of the Materials does not affect the Client’s payment obligations. If payment is overdue, work is delayed by the Client, or the Client becomes bankrupt, insolvent or subject to receivership, the full price (less sums already paid) becomes immediately due. Silicon Infotech may cancel or suspend the contract.
d) Overdue payments carry interest at 10% per month. The Client must indemnify Silicon Infotech for all legal costs incurred in recovering payment.
e) If the Client fails to take delivery of the full contracted quantity, Silicon Infotech may recalculate any price discounts or allowances based on the quantity actually accepted.
f) Silicon Infotech may retain ownership of Materials to recover outstanding monies.
g) If Silicon Infotech identifies that a Data List has been used a second time without prior consent, the Client will be invoiced the full original purchase price for the additional use.
a) Defects or failures must be notified to Silicon Infotech in writing within 72 hours of delivery. Silicon Infotech will, at its discretion, re-supply, rectify or refund Materials shown to its reasonable satisfaction to be defective under proper use. If the Materials prove correct and accurate, Silicon Infotech may charge labour costs for analysis.
Silicon Infotech provides no indemnity for consequential damages arising from defective Materials.
b) A dispute regarding the quality of the Materials does not constitute grounds for cancellation of the order or contract.
c) The 72-hour warranty replaces all other warranties (express or implied) except those required by law, including section 12 of the Sale of Goods Act 1979.
d) The warranty does not apply where:
i. Repairs or replacements are required due to accident, neglect, misuse, or interference by anyone other than Silicon Infotech employees.
ii. Materials are used with unauthorised third-party supplies.
e) Silicon Infotech accepts no liability for Materials lost or damaged, including costs of recovering supplied or managed data.
a) Silicon Infotech will use reasonable endeavours, care and attention in providing the Materials but cannot guarantee 100% accuracy and accepts no liability for inaccuracies or omissions.
b) Silicon Infotech operates under licences with third parties. Materials created beyond those terms may be subject to exclusivity limits that cannot be verified. Such Materials are supplied on the understanding that licensing obligations have been lawfully met by third-party suppliers.
c) Any performance figures quoted are estimates based on the assumption that the Client operates in a well-managed environment with trained personnel and appropriate systems.
d) Silicon Infotech shall not be liable for any failure in the performance of the Materials.
Silicon Infotech reserves the right to make reasonable changes to the specification or design of the Materials prior to delivery, provided this does not adversely affect performance or quality.
All specifications or documents issued by Silicon Infotech are for the Client’s internal use only and must not be copied or disclosed to third parties without written consent.
Silicon Infotech shall:
a) Not be liable for any loss or damage; and
b) Be entitled to cancel or rescind the contract
if performance is affected by causes beyond its control, including but not limited to supplier delays, subcontractor defaults, war, strike, lock-out, trade disputes, floods, machinery breakdown, or shortages of materials or labour.
No contract may be cancelled without Silicon Infotech’s written consent, which shall not be unreasonably withheld. If cancellation is agreed, the Client shall indemnify Silicon Infotech for all costs, claims, losses and expenses incurred, including consequential loss and lost profits.
a) Silicon Infotech’s liability under any Confirmed Order is limited to the remedies outlined in Clause 8. Silicon Infotech shall not under any circumstances be liable for direct, indirect or consequential losses, including those arising from negligence or delay.
b) The Client shall reimburse Silicon Infotech for all losses, costs or damages arising from improper use of Materials or late/non-delivery of anything supplied or specified by the Client.
c) The Client may not rely on any representation regarding the Materials unless made in writing by Silicon Infotech.
This contract is governed by and construed in accordance with the laws of England and is subject to the exclusive jurisdiction of the English Courts. The uniform laws on international sales do not apply.
a) All documentation and information supplied by Silicon Infotech is protected by copyright. No part may be reproduced, translated or converted to any electronic or machine-readable form without prior written consent.
b) Failure to comply may result in prosecution. Silicon Infotech does not warrant that the Materials will function properly in every hardware or software environment.
c) Silicon Infotech makes no express or implied representations regarding the Materials, including quality, performance, merchantability, or fitness for a particular purpose.
d) The Materials are licensed “as is”, and by using them the Client accepts full responsibility for their quality and performance.
