Terms and Conditions

The Terms below apply to any Contract between the Customer and Thom Micro Systems.

A.  Definitions

Within these Terms & Conditions, the following terms shall have the following meaning:

B.  Quotations

1.  These Terms apply to all Contracts between the Customer and Thom Micro Systems relating to the sale or licensing of the Products and/or the performance of the Services and supersede all prior or contemporaneous oral and/or written communications, proposals, warranties, and representations with respect to the subject matter of the Contract.

2.  These Terms may not be varied unless by express written agreement between the parties.

3.  In the event of any inconsistency between any clause or schedule in a Contract, the following order of precedence will apply:

a) these Terms and conditions;

b) the Order Confirmation; and

c) the Order.

4.  Quotations shall not bind Thom Micro Systems and shall constitute an invitation to treat and shall, with respect to the prices specified, remain valid for thirty (30) days from date of issue. or the end of any applicable promotional period, if sooner. All Orders placed with Thom Micro Systems by the Customer for Products or Services shall constitute an offer to Thom Micro Systems which may be accepted by Thom Micro Systems.

C.  Ordering

1.  Customer may place an order either by submitting the Order form electronically as directed by Thom Micro Systems or by submitting a Purchase Order.

2.  Thom Micro Systems may accept the Order by either issuing an Order Confirmation to the Customer or delivering the Products and/or commencing performance of the Services, whichever is earliest. At this point, a Contract shall come into existence between the parties and create a binding commitment for the provision of those Products and/or Services.

3.  The Commencement Date for the provision of Products shall be as set out in the Order Confirmation or as may otherwise be agreed in writing between the parties. In the absence of any written agreement, the Commencement Date shall be the day Thom Micro Systems delivers the Products or first makes the Products available to the Customer.

4.  For the purposes of placing Electronic Orders, Customer represents and warrants that all of Customer's employees who submit Orders are authorised by Customer to do so.

D.  Prices and Payment

1.  All prices quoted are subject to confirmation at time of order and are exclusive of VAT and delivery unless
otherwise stated.

2.  Payment is due in full on all credit purchases by 30 days from our invoice date, unless otherwise agreed by us in
writing.

3.  All Prices for Products and/or Services are based on:

a)  delivery of the Products and Services to the Customer's address specified in the Order, unless otherwise stated.

b)  delivery or performance in the United Kingdom unless otherwise specified.

c)  are exclusive of V.A.T. and any other taxes and duties.

d)  Installation of Products is only included in the Price if and insofar as this is expressly stated in the Order.

4.  Unless otherwise agreed in writing, Customer shall pay without deduction or set off all Product Charges within thirty (30) days of the date of Thom Micro Systems’ invoice.

5.  Thom Micro Systems reserves the right at its discretion to offer the Customer the option to make payment by direct debit to Thom Micro Systems’ account at: The Royal Bank of Scotland, Sort Code 83-15-15, Account Number 00272700, or such other account as Thom Micro Systems may notify to the Customer from time to time.

6.  Thom Micro Systems may at its option, suspend service or terminate this contract if the Customer fails to pay any amounts owing to Thom Micro Systems under this or any other contract or agreement between the parties.

E.  Liability

1.  Thom Micro Systems will in no circumstances be responsible for any loss of business or profit or for any other consequential loss however arising from any stoppage, breakdown or failure of any item covered under this Contract.

2.  The Customer hereby indemnifies and holds harmless Thom Micro Systems against all claims, demands, losses, damages, costs, or expenses howsoever arising incurred by Thom Micro Systems in connection with the contract because of a breach by the Customer of any provision of this contract, law or regulation.

F.  Confidential Information

1.  Each party may have access to Confidential Information of the other party under the Contract. Each party:

(i) shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party or use the other's Confidential Information for any purpose other than the implementation of the Contract; and
(ii) agrees to take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the Contract.

G.  Cessation of contract

1.  Either party may terminate a Contract (in whole or in part) immediately by written notice if the other party commits a non-remediable material breach of that Contract.

2.  Thom Micro Systems may terminate a Contract for the provision of Software immediately on written notice to Customer if, for any reason, the third party which licenses such Software to Thom Micro Systems cancels or terminates its contract with Thom Micro Systems for the provision of such Software or otherwise ceases or suspends Thom Micro Systems’ right to grant licences to use the Software.

3.  Following termination of the Contract by the Customer, the use of the Software by the Customer will continue in accordance with and subject to the terms and conditions of the applicable licence and for the applicable term of the licence provided always that the Customer has paid Thom Micro Systems the Price for such Software.

4.  Following termination of the Contract by Thom Micro Systems the Customer will forthwith cease to use and will either return to Thom Micro Systems or (at Thom Micro System option) destroy, all Software (including all copies thereof).

5.  Notwithstanding any early termination of the Contract by either party in whole or in part affecting the Software, Thom Micro Systems shall not be obliged to refund to the Customer any of the Price in respect of the Software.

H.  Software Licence

1.  Where Thom Micro Systems is providing Software to the Customer, Thom Micro Systems shall procure a non-exclusive and non-transferable licence to use such Software, provided to the Customer for its internal use only, for an initial period as stated in the Order Confirmation, subject to:

(i) any restrictions set out in a Contract as to the permitted number of users and CPUs; and
(ii) any supplemental licence terms accompanying the Software

2.  Thom Micro Systems shall notify Customer by email at least forty-five (45) days before the expiry of the Initial Period and each subsequent Renewal Period after that.

I.  Support Services

1.  The Customer agrees that Thom Micro Systems may access Products remotely at the Customer's site and may process and store Product data to remotely monitor, manage and service Products (all such data will be treated by Thom Micro Systems as Customer Confidential Information, except that the Customer permits disclosure for the purposes of fulfilling the Contract).

2.  If the Customer fails to permit or facilitate the remote provision of Support Services, Thom Micro Systems may decline to deliver the same and charge such additional charges or impose such other conditions for the delivery of Services which would otherwise be provided remotely or revoke any applicable warranties or commitments.

3.  The Customer will perform routine system preventative maintenance and cleaning. Prior to requesting support from Thom Micro Systems, the Customer will comply with all applicable supplier’s operating and troubleshooting procedures.

4.  Requests for Support Services may be made only by the Customer personnel who possess the necessary expertise and training (as from time to time defined by Thom Micro Systems) to diagnose and resolve system and software malfunctions with direction by Thom Micro Systems.

5.  Support Services do not include services required due to:

(i) improper use, abuse, accident, or neglect;
(ii) alterations, modifications, or attempts to repair Software that Thom Micro Systems has not authorised;

Support Services that Thom Micro Systems delivers because of any such event will be invoiced separately.

6.  The Customer acknowledges that Services are solely for Customer's internal use, and Customer may not provide, lease, or resell Services, directly or indirectly, to any third party, unless, and only to the extent that, the Customer is authorised by Thom Micro Systems in writing to do so.

J.  Training

1.  If the Customer wishes to cancel or is no longer able to attend Training, it shall give Thom Micro Systems notice in writing as soon as possible upon making such decision.

2.  All training course invoices must be paid 7 (seven) days prior to the start of the course. We are unable to allow delegates to start a training course unless the invoice has been paid in full.

3.  The Customer shall be entitled to re-schedule the training, provided notice of 3 (three) or more working days is given.  For cancellations of  less than 2 (two) working days before the start date, a transfer fee of £75 (excluding VAT) per attendee will apply. The Customer shall pay the invoice for any transfer fee in full and in cleared funds within 30 days of the date of invoice. Payment shall be made to the bank account nominated in writing by the Supplier.

4.  If the Customer fails to attend the training course with no prior notice, then no refund or re-scheduling is available.

5.  It may be necessary for Thom Micro Systems to cancel, postpone, amend, or alter the Training. In such cases the Customer shall be contacted as soon as possible and given the option of re-scheduling. 

6.  All Training ordered by the Customer will expire 24 months from the date of the initial order, unless otherwise agreed in writing with Thom Micro Systems.

7.  Except where termination arises due to Thom Micro Systems’ breach or failure to deliver, no refund shall be payable

8.  No recordings shall be made of any training courses provided by Thom Micro Systems, whether classroom based or online, without prior consent.

K.  Subcontracting

1.  Thom Micro Systems shall be entitled to subcontract all or any part of its obligations under this Contract without the prior consent of the Customer.

2.  Save as noted above, neither party shall be entitled to assign, charge, or transfer the Contract (or any part or parts thereof) without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.

L.  Warranties

1.  Thom Micro Systems will use its reasonable endeavours to assign to, or procure for the benefit of, the Customer any warranties generally made available by any third-party manufacturer or distributor of the Products. Thom Micro Systems does not provide any warranty relating to the Products.

2.  Thom Micro Systems warrants that it will perform the Services in a timely, efficient, and professional manner and in accordance with all applicable laws and regulations.

3.  The parties each warrant that they have full capacity and authority and all necessary consents to enter the Contract.

M.  Non Solicitation

The Customer will not, without the prior written consent of Thom Micro Systems, make any offer of employment or otherwise seek to entice away from the employment of Thom Micro Systems any member of Thom Micro Systems’ staff.  The Customer acknowledges that the loss to Thom Micro Systems in such cases would be substantial and agrees to pay a fee equivalent to 25% of the employee’s annual remuneration as liquidated damages.

N.  Dispute Resolution

Any disputes arising under this Contract shall first be referred to the senior management of both parties for resolution before legal proceedings are initiated.

O.  Force Majeure

Neither party shall be under any liability for failures or delays attributable to causes beyond its control, including but not exclusively, delay, loss, damage, or injury caused by Acts of God, strikes, civil commotion, war, fire, explosions, sabotage, storm, flood, earthquake, and fog.

P.  Notices

Any notice, demand or other communication given or made under or in connection with this contract shall be deemed to have been duly given and received:

(i) if personally delivered, upon delivery at the address of the relevant party.
(ii) if sent by first class post, two business days after the date of posting.
(iii)if by email, when sent; (if sent after 1700 hours, it shall be deemed to be given or made at the start of the next business day).

Q.  Governing Law

The contract shall in all respects be interpreted in accordance with all applicable laws of Scotland. 

Each party shall comply with all applicable data protection laws, including the UK GDPR and Data Protection Act 2018, in connection with the processing of any Personal Data under this Contract

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