BT Business Direct Conditions of Sale
These Conditions apply to any Customer that places an order with BT Business Direct Limited. By placing an order with BT Business Direct Limited the Customer agrees to be bound by these Conditions of Sale.
2. Provision of Equipment
2.1 Site Preparation and Access
- 2.1.1 The Customer agrees to prepare the Site according to any instructions BT Business Direct may give. The Customer agrees to provide BT Business Direct with reasonable access to the Site for the purposes of the Contract.
- 2.1.2 The Customer will obtain any permissions needed, including permission for any changes to the Site.
- 2.1.3 The Customer and BT Business Direct will meet each other’s reasonable safety and security requirements when on the Site. If the Customer or BT Business Direct damages the other’s equipment it must pay for any repair or replacement needed. This does not apply where the damage results from normal use.
- 2.1.4 The Customer is responsible for making the Site good, after any work undertaken by BT Business Direct at the Site, including putting items back and for re-decorating.
2.2 Delivery and Installation
- 2.2.1 BT Business Direct will use its reasonable endeavours to supply and, when ordered, complete the Installation and/or configuration of the Equipment by any date agreed with the Customer, but all dates are estimates.
- 2.2.2 If the Customer delays or prevents the delivery of the Equipment or the Installation, then BT Business Direct may apply reasonable additional charges and/or claim a reasonable extension to any date agreed under clause 2.2.1. BT Business Direct will notify the Customer in writing of any additional charges, which the Customer will pay directly to BT Business Direct.
- 2.2.3 The Customer will take delivery of and sign for the Equipment on the date of delivery as notified by BT Business Direct. On the day of delivery the Customer will notify BT Business Direct if: (a) the quantity of packages delivered is different to the quantity shown on the delivery note; and (b) there is any damage to the packages or boxes. Upon delivery the Customer will be asked to sign a delivery note by our appointed courier confirming the delivery of the Equipment. If the quantity of packages delivered is different to the quantity shown on the delivery note or there is any damage to the packages or boxes, then the Customer should write the word “unchecked” on the delivery note.
- 2.2.4 The Customer must notify BT Business Direct in writing of any damage to any of the Equipment (other than damage caused by any act or omission by the Customer) or any other discrepancy in the Equipment (including any faults in the Equipment and/or quantity of the Equipment) delivered within 5 working days from the date of delivery. Such notification should include model and part numbers of affected Equipment and identity of any software application.
- 2.2.5 Subject to clause 7, BT Business Direct shall have no further liability to the Customer where the Customer has not notified BT Business Direct as set out in clause 2.2.4.
- 2.2.6 Where there is a delay in the delivery of the Equipment or part of the Equipment, BT Business Direct may propose to the Customer a substitution of another product of a similar specification to the Equipment or part of the Equipment.
- 2.2.7 Whilst BT Business Direct will endeavour to ensure that the Equipment corresponds in every respect to any description, sample, specification, design features, or colour given, BT Business Direct will not be liable for any minor variations in the Equipment.
- 2.2.8 BT Business Direct may (at its option) make part shipments for the delivery of the Equipment.
- 2.3.1 The Customer shall follow BT Business Direct’s instructions when returning Equipment to BT Business Direct. The Customer will ensure that Equipment is returned in “as new condition”, in its original packaging and that the seal is not broken for any software, unless otherwise agreed by BT Business Direct in writing or if the software is faulty. BT Business Direct may at its option either reject any returns that are not in accordance with its instructions or that are incomplete, or charge a restocking fee.
- 2.3.2 Unless otherwise stated, the Customer will be responsible for the risk and cost of all outward and return carriage and insurance of all Equipment returned by the Customer. The onus of proof of safe delivery to BT Business Direct will rest with the Customer. In the event that no fault is found in the returned Equipment, BT Business Direct may charge the Customer a twenty five per cent restocking charge, provided that the Equipment is in original “as new condition”.
- 2.3.2 BT Business Direct will raise a credit note for all returns that are not rejected in accordance with clause 2.3.1.
- 2.3.3 BT Business Direct’s sole liability for incomplete or damaged Equipment on arrival will be to replace the Equipment at its own expense.
4. Customer’s Obligations
- 4.1 Until it has paid for the Equipment, the Customer will:
- (a) keep the Equipment safe and only use it in accordance with any instructions BT Business Direct may give;
- (b) only use or allow the Equipment to be used for any purpose for which it is designed;
- (c) not claim to be owner of the Equipment and use its reasonable endeavours to ensure that the owner of the Site will not claim ownership of the Equipment, even if the Equipment is fixed to the Site;
- (d) indemnify BT Business Direct against all claims and proceedings arising from the Customer’s use of the Equipment or if the Equipment is stolen or damaged as a result of the Customer’s negligence or gross misconduct. The Customer will keep BT Business Direct informed of anything which may affect the rights of BT Business Direct, or involve BT Business Direct in any proceedings, loss or liability.
- 4.2 Where requested by BT Business Direct, Customer will promptly:
- (a) supply BT Business Direct with configuration details in written format confirming the Customer's exact requirements; and
- (b) provide BT Business Direct with all necessary information and assistance with regard to any aspect of the Equipment;
- BT Business Direct may apply reasonable additional charges and/or claim a reasonable extension to any date agreed under clause 2.2.1 if the Customer does not respond promptly to BT Business Direct’s request. BT Business Direct will notify the Customer in writing of any additional charges, which the Customer will pay directly to BT Business Direct.
- 4.3 The Customer may not resell, rent, lease or otherwise distribute Equipment outside the EU or European Free Trade Area (EFTA) without the written consent of BT Business Direct.
- 4.4 The Customer shall notify BT Business Direct of any claimed or suspected defects in the Equipment, any violations of the manufacturer’s or BT Business Directs rights, including under end user licence agreements for the Equipment, or any claims or proceedings concerning the Equipment.
- 4.5 The Customer must leave all notices, labels, packaging, warranties, disclaimers and licence agreements intact as shipped to them.
- 4.6 Except as may be agreed in writing by BT Business Direct, nothing in this Contract confers any rights on the Customer, its agents, employees or contractors to use either the manufacturer’s or BT Business Directs IT’s logos, trade marks or other intellectual property associated with such parties.
9. Changing the Contract
9.1 The Contract cannot be varied without the written agreement of the parties.
11. Limitation of Liability
- 11.1 Neither the Customer nor BT Business Direct excludes or restricts its liability for death or personal injury caused by its own negligence or the negligence of its employees or agents acting in the course of their employment or agency or for fraudulent misrepresentation or to any extent not permitted by law.
- 11.2 Subject to Clause 11.1, neither party shall be liable to the other or to any third party, whether in contract, tort, under statute or otherwise (including in each case negligence) for any of the following types of loss or damage arising under or in relation to the Contract or any part of it:
- (a) any loss of profits, business contracts, anticipated savings, goodwill, or revenue; and/or
- (b) any loss or corruption or destruction of data; and/or
- (c) any special, indirect or consequential loss or damage whatsoever. whether or not that party was advised in advance of the possibility of such loss or damage.
- 11.3 Subject to clauses 11.1, and 11.2, the Customer and BT Business Direct accept liability to the other in contract, tort (including negligence) breach of statutory duty or otherwise for direct loss to a value not to exceed:
- (a) £1,000,000 for loss of or damage to physical property; and
- (b) for all other loss or damage, the greater of either
- (i) £10,000; or
- (ii) 125% of the amounts paid by the Customer under the Contract.
- Clause 11 will not apply to any obligation to pay charges.
- Subject to paragraph 7 and with the exception of the condition and warranties implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982, BT Business Direct excludes all conditions, warranties, terms and undertakings express or implied, statutory or otherwise in respect of the provision of Equipment.
- Each part of this clause operates separately. If any part of a clause is held by a Court to be unreasonable or inapplicable the rest of the clause shall continue to apply.
12. Intellectual Property and Confidentiality
- 12.1 Except as expressly set out in the Contract, the Customer and BT Business Direct do not acquire any rights or licences to the other’s Intellectual Property Rights.
- 12.3 Except as permitted by applicable law or as expressly permitted under the Contract the Customer must not, without BT Business Direct’s prior written consent, copy, de-compile or modify any Software, copy manuals or documentation or permit anyone else to do so.
- 12.4 Except to the extent any disclosure is required by law BT Business Direct and the Customer will keep in confidence any information, whether written or oral, of a confidential nature obtained under or in connection with the Contract. The Customer and BT Business Direct will not, without the consent of the other, disclose such information to any person other than:
- (a) their Group Company employees or professional advisers who need the information in order for the Customer or BT Business Direct to fulfil its obligations under the Contract; or
- (b) in the case of the Customer, its employees to the extent necessary to use the Equipment;
- (c) in the case of BT Business Direct, the employees or professional advisers of its suppliers who need the information in order for BT Business Direct to fulfil its obligations under the Contract.
- Information that BT Business Direct holds about the Customer may be used for fraud prevention and credit vetting purposes and this may include BT Business Direct sharing such information with third party companies.
- 12.6 Where the Freedom of Information Act 2000 applies to the Customer and the Customer receives a request under the Act that includes any information held by the Customer that was provided by BT Business Direct in connection with the Contract the Customer will:
- (a) notify BT Business Direct immediately of the request; and
- (b) give BT Business Direct at least five working days to make representations.