1. Interpretation

1.1 Business Day means a weekday other than a Saturday when the banks are open for business in the City of London.
1.2 Company means Elysiam Ltd.
1.3 Conditions means these standard terms and conditions and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Customer and the Company.
1.4 Contract means the Contract between the Customer and the Company for the sale and purchase of Products.
1.5 Customer means a business or a consumer (as the case may be) whose order for Products is accepted by the Company.
1.6 Products means the Goods or Services which the Company is to supply in accordance with these Conditions.

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2. Sales

2.1 These terms of sale apply to all Products supplied by the Company, whose registered office is at 7a Vulcan House, Vulcan Road North, Norwich, NR6 6AQ registered in England and Wales No. 5606454.
2.2 Any order placed by you for Products is an offer by you to purchase the Products selected in your order. No contract exists between you and us for the sale of any Products until we have received your order and accepted it (which we may do at our discretion).
2.3 We will send you an order acknowledgement shortly after you place your order, notifying you that we have received your order. This acknowledgement is not notification that we have accepted your order.
2.4 If we accept your order, we will notify you that we have accepted it prior to dispatch of the Products. If we cannot accept your order (for example (but without limitation) because the Products are found to be unavailable) we will notify you by telephone or email.
2.5 In the event that, after we accept your order, we discover that the Products ordered are unavailable or that there was a pricing error in respect of the Products ordered, we reserve the right not to supply the Products ordered and to offer you a refund or alternative Products in accordance with conditions set out below.
2.6 We have the right to terminate the contract if the price of the products is not received from you in cleared funds.
2.7 The Company may change these terms without notice to you in relation to future sales.

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3. Payment Terms

3.1 Invoices will be raised and dated by the Company on the date of despatch of the Products. Unless otherwise specifically requested and agreed, invoices will be payable by the Customer 30 days from the date of invoice. The time of payment shall be the essence of the Contract. Payments which are not received in full by the due-date, will be considered overdue and remain payable by the Customer together with the interest for late payment. The interest payment will be at a rate equivalent to that set for the purposes of s6 of the Late Payment of Commercial Debts (Interest) Act 1998, calculated on a daily basis from the date of invoice until payment; such interest to be compounded on the first day of each calendar month and payable both before and after any judgment (unless the court orders otherwise).
3.2 The Company reserves the right to charge a surcharge on credit card transactions (which may exceed the amount charged to the Company by the credit card companies) by way of a handling or processing charge.
3.3 The Customer must notify the Company in writing within 7 days of the date of invoice of any errors within the invoice. Failure will result in the Company assuming acceptance of the invoice in full.
3.4 The Customer’s credit-limit may be withdrawn or amended without prior notice by the Company. Should credit facilities be provided the Customer undertakes to notify the Company without delay of any material change in its finances, structure, share ownership and/or value of assets that may affect the Customer’s credit status. Failure to report any such changes may result in credit being withdrawn without prior notice.
3.5 The Customer does not have the right to set off any money claimable from the Company against any sums owing to the Company by the Customer.
3.6 If Products are delivered in instalments the Company shall be entitled to invoice each instalment upon delivery thereof.
3.7 The Company will claim a lien on any Customer property in the Company’s possession if the Customer is in debt to the Company.

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4. Warranty

4.1 All new products supplied by the Company are warranted free from defects for 12 months from the date of supply (unless otherwise stated). This warranty does not affect your statutory rights as a Customer. If new products develop a defect during the 12-month warranty period, you should follow the Company 's Returns procedure (see condition 5 below). In the event of a valid claim for a defect in the new Products, where clauses 4.4 or 4.5 do not apply, the Company will (at its option) either:
4.1.1 replace those products, if the Company has available the same products at the same price;
4.1.2 repair those products; or
4.1.3 refund or re-credit you the sum you have paid for the relevant products within 30 days of the date that the relevant products are returned in accordance with the Company’s Returns procedure (see condition 5 below).
4.2 Wherever possible, previously used or owned products ("Used Products ") will be highlighted as being so used on the Company’s website at the time you place your order. All Used Products supplied by the Company are warranted free from defects for 90 days from the date of supply (unless otherwise stated). This warranty does not affect your statutory rights as a consumer. If Used Products develop a defect during the 90-day warranty period, you should follow the Company’s Returns procedure (see condition 5 below). In the event of a valid claim for a defect in the Used Products, the Company will (at its option) either:
4.2.1 replace those Used Product(s), if the Company has available the same Used Product(s) at the same price;
4.2.2 repair the Used Product(s); or
4.2.3 refund or re-credit you the sum you have paid for the relevant Used Product(s) within 30 days of the date that the relevant Used Product(s) are returned in accordance with the Company’s Returns procedure (see condition 5 below).
4.3 The warranties in conditions 4.1 and 4.2 above do not apply to any defect in the products arising from fair wear and tear, wilful damage, accident, negligence by you or any third party, use otherwise than in accordance with its intended use, failure to follow the manufacturer's or Supplier’s instructions, or any alteration or repair carried out without the Supplier’s prior written approval.
4.4 If the products supplied to you are damaged in transit, you should notify the Company in writing via post or email within 7 working days of receipt of the products (please note that this is 48 hours for our business customers) and return the products to us in accordance with our returns policy (see condition 5 below). Once we have verified the fault, we will issue you with (at your discretion) a replacement or full refund via your original payment method and reimburse your reasonable return carriage costs. This does not affect your rights under clauses 4.1, 4.2 and 4.5.
4.5 If the products supplied to you are faulty or incomplete on arrival (whether or not they were damaged in transit), you must notify us within 28 calendar days of receipt of the products and return the products to us in accordance with our returns policy (see condition 5 below). Once we have verified the fault, we will issue you with (at your discretion) a replacement or full refund via your original payment method and reimburse your reasonable return carriage costs. This does not affect your rights under clauses 4.1 and 4.2.
4.6 If the products supplied to you develop a defect while under warranty or you have any other complaint about the products, you should notify the Company in writing via post or email, as soon as possible, but in any event within 14 days of the date you discovered or ought to have discovered the damage, defect or complaint.

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5. Returns

5.1 The Company reserves the right to levy an administration charge in respect of the rotation of Products and returns.
5.2 Returns must be made subject to the following:
5.2.1 prior authority having been obtained from the Company that will be given at the Company's sole discretion;
5.2.2 the request for the return must be made within 14 days of the date of invoice and the Products in issue must be returned within 14 days of the authority to return;
5.2.3 the Products must be properly packed;
5.2.4 the Products must be in a saleable condition;
5.2.5 the Products must be accompanied by a list of the Products; and
5.2.6 the Products must still be covered by warranty in accordance with condition 4 of this Contract.
5.3 The Company reserves the right to reject any Products that do not comply with the conditions set out in condition 4 of this Contract.
5.4 If the Company nevertheless agrees to accept any Products returned which are not in a saleable condition, the Company reserves the right to charge the cost to the Customer of bringing the Products into a saleable condition.

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6. Limitation of Liability

6.1 Subject to 6.2 below, if you are a consumer the Company shall not be liable to you for any loss or damage in circumstances where:
6.1.1 there is no breach of a legal duty owed to you by the Company or by its employees or agents;
6.1.2 such loss or damage is not a reasonably foreseeable result of any such breach;
6.1.3 any increase in loss or damage resulting from breach by you of any term of this contract.
6.2 Nothing in these conditions excludes or limits the liability of the Company for death or personal injury caused by the Company’s negligence or fraudulent misrepresentation.
6.3 If you are a business customer the Company shall not be liable to you for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with this agreement.
6.3.1 loss of business; loss of data; loss of profits; loss of goodwill; loss of anticipated savings or loss of revenue even when advised of the possibility; or
6.3.2 any indirect or consequential losses, liabilities or costs.
6.4 If you are a business customer then the aggregate liability of the Company (whether in contract or for negligence or breach of statutory duty or otherwise howsoever) to you for any loss or damage of whatsoever nature and howsoever caused shall be limited to and in no circumstances shall exceed the price of the Products in question.

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7. Intellectual Property

7.1 The Customer hereby acknowledges that any proprietary rights used on or in relation to the Products, Elysiam Ltd or any Third Party Software supplied hereunder, including, but not limited to, any title or ownership rights, patent rights, copyrights and trade secret rights, shall at all times and for all purposes vest and remain vested in the Company or the Third Party Software owner.
7.2 The Customer hereby acknowledges that it is its sole responsibility to comply with any terms and conditions of licence attaching to Third Party Software supplied and delivered by the Company (including if so required the execution and return of a Third Party Software licence). The Customer is hereby notified that failure to comply with such terms and conditions could result in the Customer being refused a software licence or having the same revoked by the proprietary owner. The Customer further agrees to indemnify the Company in respect of any costs, charges or expenses incurred by the Company as the result of any breach by the Customer of such terms and conditions.
7.3 NO TITLE OR OWNERSHIP OF SOFTWARE PRODUCTS OR ANY THIRD PARTY SOFTWARE LICENSED TO THE CUSTOMER UNDER THIS CONTRACT IS TRANSFERRED TO THE CUSTOMER UNDER ANY CIRCUMSTANCES.

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8. Confidentiality

8.1 The Customer shall safeguard and (save as may be required by law) keep confidential all information entrusted to it by the Company which is not in the public domain and take all reasonable precautions to safeguard the Company’s confidential information.
8.2 Only those members of staff who need to be aware of confidential information in order for the Customer to fulfil its obligations under this Contract shall be entitled to access to the confidential information.
8.3 All confidential information passed to the Customer by the Company shall remain the exclusive property of the Company and the Customer undertakes to return such information at the request of the Company or, at the latest, upon termination or expiration of this Contract.
8.4 The communication of any Company login credentials to third parties is prohibited and will result in immediate withdrawal of the use of Elysiam Ltd Products and the possible instigation of further legal proceedings.

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9. Data Protection

9.1 The parties are committed to respecting the privacy rights of individuals. To the extent that a party collects and transfers to the other party any personal data, the receiving party will comply with relevant laws and regulations related to this collection and transfer and agrees also to comply with relevant laws and regulations related to the storage, maintenance and processing of such personal data.
9.2 The Customer agrees that the Company may make such enquiries and searches and obtain such references as it considers necessary from any person, firm or company including any credit reference agency (which will keep a record of any search made) and may disclose the results of those enquiries, searches and references and any information given by the Customer (“relevant information”) to any credit reference agency or to any other company in any corporate group of which it is a member, to any company or business associated with it and to any person, firm or company acting on the Company’s behalf for any purpose connected with the Company’s business.

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10. Internet

10.1 Sites may contain links to other related World Wide Web Internet sites, resources and sponsors. Selection of an ad banner or link will redirect you off of the Site to a third party Web site. Interactions that occur between you and the third party are strictly between you and such third party and are not the responsibility of the Company. We are not responsible for examining or evaluating, and do not warrant the offerings of, any of these businesses or individuals or the content of their Web sites. The Company does not assume any liability or responsibility for the actions, product, availability or content of these outside resources. You should direct any concerns regarding any external link to the site administrator or Webmaster of the third party Web site.
10.2 You may not use any device, software or routine to interfere or attempt to interfere with the proper working of any Site or any transaction conducted on any Site. You may not take any action that imposes an unreasonable or disproportionately large load on our infrastructure.
10.3 The Company may, in its sole discretion, terminate or suspend your access or refuse service at any time, without notice, to all or part of any Site for any or no reason, including, without limitation, breach of these Terms and Conditions of Service or the repeated infringement of copyrights owned by third parties.
10.4 The Company, including, without limitation, its authorized agents and employees may terminate your use of any Site without notice in the event that you breach any obligation in these Terms and Conditions of Service, including but not limited to,
10.4.1 restricting, inhibiting or disrupting any site event or
10.4.2 attempting to alter or improperly access any feature or function of the Site. Your access may also be subject to termination if you post or transmit any illegal content; harass or threaten any user of any Site or Company employee; post content (including, but not limited to, the creation of usernames) that is offensive or otherwise disruptive of Site activities; post unsolicited advertising; or improperly impersonate a Company employee or other individual.