1 DEFINITIONS
“Ensign” means the company or companies identified in your Invoice or any other Ensign Consulting (UK) Ltd affiliate, as the contents requires.
“Customer” means the legal entity accepting Ensign’s written or oral quotation for the supply of Products or Services or whose order for Products and Services is accepted by Ensign or the party otherwise commissioning the Services in each as named on the Invoice.
“Maintained Products” means hardware, software or peripheral products in respect of which Services are either bundled with the Products or required under a Service Offering selected and ordered by the Customer, accepted by Ensign and specified on the Invoice, and such additions or changes thereto as may from time to time be agreed in writing between the parties.
“Invoice” means the document sent by Ensign to the customer, demanding payment for the Products and/or the Services and containing, recording and evidencing contractual terms relating to the Agreement.
“Service Offering(s)” means the service options offered by Ensign for Maintained Products, as published in Ensign literature.
“Services” means the services to be performed by Ensign pursuant to the Service Offering selected by the customer.
“Price” means the charge for the Products or Services.
“Products” means goods sold by Ensign pursuant to the Agreement, as specified on the Invoice.
“Agreement” means a contract for the supply by Ensign to the Customer of the Products and/or the Services incorporating these terms and conditions and the terms of any Service Offerings selected by the Customer.
“Third Party Products” means products not manufactured or assembled or authored by Ensign and supplied by third parties for resupply by Ensign.

2 PRODUCTS AND SERVICES
  a Ensign shall supply and the Customer shall purchase, the Products and/or the Services as principals only, to the intent and with the effect that no other party shall have any rights or obligations, or be entitled to sue or liable to be sued, under the Agreement.
  b The Products and Services are supplied subject to the terms and Conditions of this Agreement to the exclusion of any other terms or conditions of the Customer and variations or amendments must be confirmed by Ensign in writing.
  c The supply of Services will start on the agreed date as shown on Ensign Invoice.

3 DELIVERY, TITLE AND RISK
  a The Products are delivered to the Customers registered office or other agreed delivery point.
  b Manufacturing requirements may cause Products to be delivered by instalments. Delivery dates are approximate.
  c Risk passes on delivery, Title to produce passes to Customer when full payment is made and Ensign shall be entitled to at any time before title passes (without any liability):
    i to terminate Customer’s right to use, sell or otherwise deal in Products;
    ii to enter premises of Customer and re-possess Products; or
    iii to use or sell Products.

4 ACCEPTANCE OF PRODUCTS
  a Unless Customer shall, promptly after delivery, inspect the Products and notify Ensign, in writing, of any defects found, the Product shall be deemed to have been accepted on delivery.

5 THE SERVICE OFFERING
  a Services are provided in accordance with the provisions contained in the Service Offering selected by the Customer, as shown on the Invoice.
  b Ensign will use reasonable endeavours to meet relevant response times.
  c Customer agrees that Ensign shall not be liable for any direct, indirect or consequential losses occurring as a result of Ensign’s failure to meet relevant response times except as set out in Clause 9.
  d The Customer may purchase extended service coverage in accordance with the current Ensign policy.

6 EXCEPTIONS
  a Ensign shall be under no obligation to supply the Services where, in Ensign’s opinion, these are needed because of improper or inadequate installation, use or maintenance; actions or modifications by unauthorised third parties or the Customer; or accidental or wilful damage.
  b The Services do not include the correction or avoidance of software defects or errors or the loading or re-loading of Customer’s applications software or data or any reconfiguration of the Maintained Products.

7 CUSTOMER’S OBLIGATIONS
  a Customer shall properly use the Maintained Products and shall provide Ensign with all reasonable facilities and information to enable Ensign to perform its duties.
  b Customer shall be responsible for complying with all Customer applicable regulatory requirements.

8 PRICE AND PAYMENT
  a Payment shall be made in full on or before supply of Products or Services or, if agreed at the time of order, within 30 days of the date of Invoice.
  b The Price and the Products and/or Services shall be Ensign’s quoted price or, where no Price has been quoted (or a quoted Price is no longer valid), the price listed in Ensign’s published price list current at the date of the Customer’s order and in any case as shown on the Invoice.
  c All Prices quoted in writing are valid for 30 days. Oral quotations in respect are valid only to the end of the business day upon which they are given.
  d All prices for the sale of Product exclude Ensign charges for transport and insurance.
  e All prices quoted for Services exclude travel and overnight accommodation if required.
  f The Price and any additional charges payable under the Agreement are exclusive of all sales taxes including Value Added tax.
  g Time for payment is of the essence. Ensign reserves the right to charge interest on sums more than 7 days overdue on a day to day basis, as well after as before any judgement, from the date or last date for payment thereof to the date of actual payment (both days inclusive) at the rate of 2% above the base rate of HSBC Bank plc from time to time in force, compounded quarterly. Such interest shall be paid on demand.

9 LIABILITY
  a Ensign shall not be liable for any loss or damage sustained or incurred by the Customer or any third party (including without limitation any loss of use of the Maintained Products or loss of or spoiling of any of the Customer’s programs or data) resulting from any breakdown of or fault caused by the negligence or wilful misconduct of Ensign, its employees, agents or sub-contractors, or to the extent that such loss or damage arises from any negligent delay by Ensign in providing the relevant Services and then only to the extent not excluded by the Agreement.
  b Ensign shall indemnify the Customer and keep the Customer fully and effectively indemnified against any loss or damage to any property or injury to or death of any person caused by any negligent act or omission or wilful misconduct of Ensign, its employees, agents or sub-contractors, or by any breach of its contractual obligations.
  c The Customer shall indemnify Ensign and keep Ensign fully and effectively indemnified against any loss of or damage to any property or injury to or death of any persons caused by any negligent act or omission or wilful misconduct of the Customer, its employees, agents or sub-contractors or by any breach of its contractual obligations.
  d Except in respect of injury or death of any person, for which no limit applies, the respective liability of Ensign and the Customer under sub-clauses 9.a, 9.b, and 9.c in respect of each event or series connected events shall not exceed £20,000 or the Price, whichever is the greater.
  e Notwithstanding anything else contained in the Agreement, Ensign shall not be liable to the Customer for loss of profits or contracts or other indirect or consequential loss whether arising from negligence, breach of contract or howsoever.

10 FORCE MAJEURE
  a Neither party shall be liable for any delay in performance caused by circumstances beyond its reasonable control and the party in delay shall be entitled to a reasonable extension of time and performance.
  b Each party will indemnify the other against all costs, claims, demands, expenses and liabilities arising out of or in connection with any claim that the normal use or possession of the Products or Third Party Products or products supplied by the Customer for integration purposes (whether used separately or in combination) infringes the intellectual property rights (including without limitation any patent, copyright, registered design, design right or trade mark) of any third party.

11 CONFIDENTIALITY
  a Each party shall treat as it does its own trade secret information, all information obtained from the other pursuant to the Agreement which is marked “confidential” or the equivalent or has the necessary quality of confidence about it.

12 EXPORT CONTROL
  a The Customer acknowledges that the Products licensed or sold hereunder are subject to the export control laws and regulations of the USA and the European Union (EU). The Customer confirms that with respect to the Products, it will not export or re-export them, directly or indirectly either to;
    i any countries that are subject to USA or EU export restrictions (currently included, but not necessarily limited to Cuba, Iran, Iraq, Libya, North Korea, and Syria) or
    ii to an end user who the Customer knows or has reason to know will utilise the Products directly or indirectly in nuclear activities listed in US EAR 778.3(b)(1), (2) & (3), whether the items are specifically designed or modified for such activities. The Customer further states that the Products will not be destined for or used in design, development, production or use of missiles or missile projects. The Customer further acknowledges that the Products may include technical data subject to export and re-export restrictions imposed by the USA and EU law.

13 TERMINATION
  a The Agreement may be terminated forthwith by written notice from either party if;
    i The other commits any material breach of any of the terms of the Agreement and, if capable of remedy, shall have failed within 30 days after the receipt of a request in writing from the other party so to do, to remedy the breach (such notice to detail the breach and to contain a warning of such party’s intention to terminate);or
    ii The other becomes insolvent or bankrupt or is otherwise unable to pay its debts as they fall due.
  b The Agreement may be terminated forthwith by written notice from Ensign if;
    i Customer fails to pay any sum due and such sum remains unpaid for 14 days after written notice from Ensign that such sum has not been paid;
    ii Customer breaches or Ensign has reason to suspect that Customer has breached Clause 12.

14 ENTIRE AGREEMENT
  a The Agreement supersedes all prior agreements, arrangements and understandings between the parties and constitutes the entire agreement between the parties relating to the subject matter hereof.
  b The Customer warrants to Ensign that it has not been induced to enter into the Agreement by any prior oral representation (whether innocently or negligently made) except as specifically contained in the Agreement.

15 CONSUMERS
  a The statutory rights of a Customer dealing with Ensign as a consumer as defined in the Unfair Contract Terms Act 1977 remain unaffected.

16 ASSIGNMENT
  a Ensign may sub-contract all or any of its obligations under the Agreement to a competent third party.
  b Except for this, neither party shall assign or otherwise transfer any of its right or obligations.

17 NOTICES
  a All notices must be in writing and sent to the address of the recipient set out in the Agreement or the recipient’s registered office or such other address as the recipient may designate.
  b Any such notice may be delivered personally or by first class prepaid letter, telex or facsimile transmission and shall be deemed to have been served if by hand when delivered, if by first class post 48 hours after posting and if by telex or facsimile transmission when dispatched.
  c Any notice concerning the validity or existence of the Agreement must be delivered personally or sent by Recorded Delivery first class letter post.

18 SEVERANCE
  a If any provision of the Agreement is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of the Agreement and the remainder of the provisions in question shall not be affected.

19 LAW AND JURISDICTION
  a The Agreement shall be governed by and construed in accordance with the laws of England and shall be subject to the exclusive jurisdiction of the English Court.

20 REFUNDS / REPLACEMENT / CANCELLATION
  a Cancellation
If you change your mind about your purchase for whatever reason, you may cancel your order at any time until your product ships. This is normally withing 24 hours of ordering. In the event that your credit / debit card was automatically charged for the transaction, a full refund will be issued.
b Replacement
If you receive defective media, including CDs, manuals etc, please contact Ensign on 01264 336336 for a returns number. On issue of a returns number, the faulty goods should be sent to Ensign, and upon receipt a replacement will be issued. Please note that faulty goods will not be replaced if the cause of the fault lies with the customer.
c Refunds
A refund will only be issued where a serious technical defect exists in the product that cannot be resolved by technical support. A reasonable timescale must be allowed for both Ensign and the product manufacturer to assess the problem, and work towards a resolution. In addition, reasonable access to the customer environment may be required to resolve any technical issues. Full details of our maintenance and support agreement are available on request.
d Shipping
We recommend that you use a Recorded Delivery service, as proof of shipping is not proof of receipt. We can not accept responsibility for any items that are lost in transit. Only the cost of the goods will be refunded, you will have to pay the carriage costs unless the reason for return is due to an error on our part where we will arrange for the collection of the goods at our cost. Please provide a full written reason for the return. Ensign must be notified of the faulty product prior to it being returned. Your statutory rights are not affected.

21 CURRENCY
All transactions carried out via the Ensign website will be in UK£ (UK POUND STERLING). All prices on the Ensign site are in UK£.