MEGAPIXELS LIMITED
Please
read these terms and conditions (“the Terms”)
carefully. By
entering one of our Websites, you are deemed to have accepted our conditions of
use as set out in the Terms including the Disclaimers, which are set out
below. These Terms also apply, in so far
as they are relevant, to orders placed other than through a Website.
1.1
The websites, www.megapixels.com, www.datamind.co.uk and www.megapixelstrade.co.uk (“the
Websites”) are owned and operated by MegaPixels Limited (“MegaPixels Limited”,
“us,” “we”), a private limited company registered in England and Wales (number
3694262) whose registered office is at 7 Tucks Close, Bransgore, Christchurch,
Dorset BH23 8ND. Responsibility for liability, however arising,
in relation to the Websites rests solely and exclusively with MegaPixels
Limited.
1.2 From
time to time, we may modify the Terms. Accordingly, please continue to review
the Terms whenever accessing or using the Websites or before placing an order.
If at any time you do not agree to the Terms, you may not access or otherwise
use the Websites. Please print off and
retain the Terms for your records.
2.1 You
agree not to do or cause to be done anything, which might interfere with the
proper or lawful working of the Websites.
2.2 You
agree to indemnify, defend and hold us harmless from and against any claims,
actions, demands (including reasonable legal fees) or other proceedings brought
against us by a third party to the extent that such claim, suit, action or
other proceedings is based on or arises in connection with your use of the
Websites and any breach by you of the Terms.
3.1
Unless otherwise
specified, the materials on the Websites are directed solely at those who
access the Websites from the
3.2
We do not warrant
(either expressly or impliedly) that the function, operation or accessibility
of the Websites will be uninterrupted or error-free, that defects will be
corrected, or that the Websites or the server that makes it available will be
free of viruses or other harmful elements.
As a condition to become a visitor to and a user of the Websites, you
agree that your access will be subject to the Terms and that access is
undertaken at your own risk. We shall
not be liable for damages of any kind and howsoever arising, (including but not
limited to damage caused by viruses, worms or trojan horses) related to your
use of or inability to access this site.
3.3
We do not accept
any liability for any loss of data or software, revenue, business, profits,
cost or expense, or any direct, indirect, incidental or consequential loss or
damage arising out of or in connection with the use of, or the lack of
availability of the Websites or its content or as a result of withdrawing
and/or screening editing or removing any materials or content on the Websites
or otherwise.
3.4
We endeavour to
display the products featured on the Websites as accurately as possible. We cannot be held responsible for the limitations
of technology and cannot guarantee that your monitor’s display of any colour,
texture, or visual detail of actual merchandise will be accurate.
3.5
We reserve the
right to withdraw any product from the Websites at any time and/or remove,
screen or edit any materials or content on the Websites.
3.6
We endeavour to
present recent, accurate and reliable information on our Websites. However, we make no claims to its accuracy,
either expressed or implied. There may be occasions when some of the
information featured on the Websites may contain incomplete data, typographical
errors, or other inaccuracies. Any
errors are wholly unintentional and we apologise for any inconvenience which
this might cause. We reserve the right
to amend errors, make changes to our Websites, or to update product information
at any time without prior notice and without there being any liability on our
part.
3.7
These disclaimers
and exclusions shall be governed by and construed in accordance with English
Law. If any provision (or part) of these
disclaimers and exclusions shall be unlawful, void or for any reason
unenforceable then that provision (or the part concerned) shall be deemed
severable and shall not affect the validity and enforceability of the remaining
provisions.
3.8 Subject
to Clause 3.9, in the event that the we are held liable for any loss or damage
of any kind, the total liability of MegaPixels Limited (whether in contract,
tort, negligence or otherwise) in respect of any loss or damage arising out of
or in connection with the Websites shall be limited to £1000 for any one
incident or series of incidents. This clause does not affect your statutory
rights as a consumer. This clause survives termination of this agreement for
any reason.
3.9 Nothing
in this clause 3 shall exclude our liability to you for fraudulent
misrepresentation by us or the death or personal injury resulting from our
negligence or that of our employees.
4.1
All brand names,
product and service names and titles and copyright used in the Websites (“the
Marks”) are Marks of their respective holders. All goodwill associated with or
with the Marks or with MegaPixels Limited and megapixels.com trade names or
marks shall inure solely to the benefit of their respective holders or with
MegaPixels Limited and you shall not assert any claim or ownership to the Marks
or to the goodwill or reputation thereof.
4.2
No permission is
given by us for the use of the Marks or MegaPixels Limited and megapixels.com
trade names or marks by any person other than such holders and such use may
constitute an infringement of the holder’s rights.
4.3 All
designs and content featured on the Websites, including navigational buttons
and images, artwork, graphics, photography, text and the likes are the
copyright of MegaPixels Limited or its licensors and any use of materials on
this site without our prior written consent is strictly prohibited.
5.1
MegaPixels
Limited is registered as a data controller with the office of the Data
Protection Commissioner. Details of our
registration can be found at the Data Protection Commissioner’s Website www.dataprotection.co.uk .
5.2
We respect your
concerns about privacy. We, therefore,
encourage you to refer to our privacy policy on an ongoing basis to stay
abreast of our most current privacy policy practices, which are intended to
protect your privacy and ensure that your personal information is handled in a
safe and responsible manner. Details of our privacy policy can be found at http://www.datamind.co.uk/Merchant/privacy_policy.htm
Hyperlinks
6.1 Certain
hypertext links in the Websites will
lead to websites which are not under our control. When you activate any of these, you will
leave the Websites. We have no control
over the material on any of these linked websites.
6.2
The inclusion of
hyperlinks cannot be taken to imply any endorsement or validation by us of the
content of the linked website referred to. Hyperlinks can become out-of-date
and cease to work or they can direct users to a website page whose contents or
use have been changed by its owner. We
accept no responsibility or liabilities for any losses or penalties that may be
incurred or for the accuracy of hyperlinks to third party websites, or the
content of such third party websites.
6.3 You
may provide hyperlinks to the Websites without our prior written consent. Such
hyperlinks may only direct users to the home page of the Websites, and must
display the relevant page in the same form as the home page of the Websites,
without amendment or framing.
7.1 We
shall sell and you shall purchase the goods you have ordered (“the Goods”)
(which term shall include services) in accordance with the Terms.
7.2
All orders for
the Goods shall be deemed to be an offer by you to purchase the Goods pursuant
to the Terms. By placing an order with
us, you are expressly waiving any printed terms you may have to the extent that
they are inconsistent with the Terms. Your acceptance of delivery of the Goods
shall be deemed conclusive evidence of your acceptance of the Terms.
7.3
On receipt of
your order we shall send an automatic email to acknowledge receipt. The automatic acknowledgement of your order
by us shall not be deemed acceptance of your offer. Shipment of your order shall be deemed
acceptance of your offer.
7.4 No
variation of or addition to the Terms shall be binding unless agreed in writing
by an authorised representative of MegaPixels Limited.
7.5 Our
employees or agents are not authorised to make any representations or give any
advice concerning the Goods unless confirmed by us in writing. In entering into the contract, you
acknowledge that you do not rely on, and waive any claim for breach of, any
such representations which are not so confirmed.
7.6 Any
typographical, clerical or other error or omission in any sales literature,
quotation, price list, acceptance of offer, invoice or other document or
information issued by us shall be subject to correction without any liability
on our part.
8.1 All
prices are in
8.2 Any quotation or published price is
subject to alteration or withdrawal without prior notice as a result of
fluctuation in exchange rates, increase in supplier costs, error in published
price or other costs beyond our control.
Statement of price or a quotation does not constitute an offer.
8.3
The price quoted excludes delivery.
8.4
Delivery including postage &
packing and order handling charges are described in the Delivery pages which
can be found on this Website at /Delivery_costs_times.htm.
9.1 All delivery times quoted are estimates
only. Please read our estimated delivery
times and ensure they are suitable for you.
9.2 If we fail to deliver within a
reasonable time, you may (by informing us in writing) cancel the contract,
however:
9.2.1 you may not cancel if we receive your
notice after the Goods have been dispatched; and
9.2.2 if you cancel the contract, you can have no
further claim against us under that contract.
9.3 If you accept delivery of the Goods
after the estimated delivery time, it will be on the basis that you have no
claim against us for delay (including indirect or consequential loss, or
increase in the price of the Goods).
9.4 We may deliver the Goods in
instalments. Each instalment is treated
as a separate contract.
9.5 We may decline to deliver if we believe
that it would be unsafe, unlawful or unreasonably difficult to do so; or if the
premises (or the access to them) are unsuitable for our vehicle.
9.6 The Goods are at your risk from the time
of delivery.
9.7 Delivery takes place either:
9.7.1 at our premises (if you are collecting them
or arranging carriage); or
9.7.2 at your premises or specified premises (if
we are arranging carriage).
9.8 You must inspect the Goods on
delivery. If any of the Goods are
damaged (or not delivered), you must record that on the receipt given to the carrier.
You must write to tell us within five working days of delivery (or the expected
delivery time). You must give us (and
any carrier) a fair chance to inspect the damaged goods. Maximum liability for
goods lost or damaged in transit will be £150.00 per consignment, unless you
take out extra insurance.
9.9 If
you fail to take delivery of the Goods or fail to give us adequate delivery
instructions we may:
9.9.1 store
the Goods until actual delivery and charge you for the reasonable costs
(including insurance) of storage; and/or
9.9.2 sell
the Goods at the best price readily obtainable and (after deducting all
reasonable storage and selling expenses) account to you for the excess over the
price under the contract or charge you for any shortfall below the price under
the contract.
10.1 You are to pay us by credit or debit card,
direct bank transfer or cheque, unless you have an approved credit
account. Payment by credit/debit card or
cheque will require clearance prior to delivery.
10.2 If you have an approved credit account,
payment is due no later than 21 days from the invoice date unless otherwise
agreed in writing.
10.3 If you fail to pay us in full on the due
date:
10.3.1 we may suspend
or cancel future deliveries;
10.3.2 we may cancel
any discount offered to you;
10.3.3 you must pay
us interest at the rate equivalent to that set for the purposes of s6 of the
Late Payment of Commercial Debts (Interest) Act 1998:
a. calculated
(on a daily basis) from the date of our invoice until payment;
b.
compounded on the first day of each calendar month; and
c. before
and after any judgement (unless the court orders otherwise).
10.4 If you have an approved credit account, we
may withdraw it or reduce your credit limit or bring forward your due date for
payment. We may do any of those at any
time without notice.
10.5 You do not have the right to set off any
money you may claim from us against anything you may owe us.
10.6 While you owe money to us, we have a lien
on any of your property in our possession.
10.7 You are to indemnify us in full and hold
us harmless from all expenses and liabilities we may incur (directly or
indirectly and including finance costs and legal costs on a full indemnity
basis) following any breach by you of any of your obligations under the Terms.
11.1 Until you pay all debts you may owe
us:
11.1 1 all Goods
supplied by us remain our property;
11.1.2 you must store
them so that they are clearly identifiable as our property;
11.1.3 you must
insure them (against the risks for which a prudent owner would insure them) and
hold the policy on trust for us;
11.1.4 you may use
those Goods and sell them in the ordinary course of your business, but not if:
a. we revoke that right (by informing you in
writing); or
b. you become insolvent.
11.2 You must
inform us (in writing) immediately if you become insolvent.
11.3 If your right
to use and sell the Goods ends you must allow us to remove the Goods.
11.4 We have your
permission to enter any premises where the Goods may be stored:
11.4.1 at any time, to inspect them; and
11.4.2 after your right to use and sell them has
ended, to remove them, using reasonable force if necessary.
11.5 Despite
our retention of title to the Goods, we have the right to take legal
proceedings to recover the price of the Goods supplied should you not pay us by
the due date.
11.6 You
are not our agent. You have no authority
to make any contract on our behalf or in our name.
12.1 You
shall be responsible for ensuring the accuracy of any order (including any
applicable specification) submitted by you and for giving us any necessary
information relating to the Goods within a sufficient time to enable us to
fulfil your order.
12.2 The
quantity, quality and description of and any specification for the Goods shall
be those set out in our acknowledgement of your order.
12.3 We
reserve the right to make any changes in the specification of the Goods which
are required to confirm with any applicable safety or other statutory
requirements or which do not materially affect their quality or performance.
13.1 If you are buying online or over the
telephone as a consumer (ie not in the course of your business) then, subject
to clause 15, you may cancel your order for goods by giving notice to us in
writing no later than seven working days from (and excluding) the day on which
we deliver the goods to you, and only:
13.1.1 if you agree to return the goods to us at
your expense (unless the goods were defective when delivered); and
13.1.2 where the goods are as fit for sale on their
return as they were on delivery (including the original packaging and all
manuals and documentation supplied with the goods).
13.2 If you cancel an order for goods in
accordance with clause 13.1, but:
13.2.1 do not return the goods; or
13.2.2 return the goods at our expense
we may charge you for the cost of recovering the
goods.
13.3 You
may not cancel any order which has been accepted by us, except with our
agreement in writing.
13.4 We may suspend or cancel the order (at our
option), by written notice if:
13.4.1 you fail to pay us any money when due (under
the order or otherwise);
13.4.2
you become insolvent;
13.4.3 you fail to honour your obligations under
these terms.
13.5 You
become “insolvent” for the purposes of this clause 13 if:
13.5.1 you
make any voluntary arrangement with your creditors or become the subject to an
administration order or (being an individual or firm) become bankrupt or (being
a company) go into liquidation (otherwise than for the purposes of amalgamation
or reconstruction); or
13.5.2 an
encumbrancer takes possession (or a receiver is appointed) of any of your
property or assets or any distress or execution is levied on your property or
assets; or
13.5.3
you cease or threaten to cease
trading; or
13.5.4 we
reasonably suspect that any of the events mentioned above is about to occur and
notify you accordingly.
13.6 If the Goods
have been delivered but not paid for, the price shall become immediately due
and payable on cancellation by us, notwithstanding any previous agreement or
arrangement to the contrary. On
cancellation before delivery of all the Goods ordered and without prejudice to
any other rights we may possess, we shall be entitled to payment for any goods
we have supplied.
13.7 You
shall indemnify us in full against all loss (including loss of profit), costs
(including the cost of all labour and materials used), damages, charges and
expenses incurred by us as a result of cancellation by either party in
accordance with this clause 13.
14.1 Subject
as expressly provided in these conditions and except where you are buying the
Goods as a consumer (within the meaning of the Unfair Contract Terms Act 1977)
all representations, warranties or conditions expressed or implied, statutory
or otherwise, are hereby expressly excluded to the fullest extent permitted by
law.
14.2 Where
you are buying the Goods as a consumer your statutory rights are not affected
by these conditions.
14.3 Any
goods not manufactured by us are sold with such warranty as the manufacturers
give to us and which we are able without expense to enforce.
14.4 Any
warranty given under this clause 14 shall not apply if (other than by us) any
repair to the goods is made (or attempted), or if components not manufactured
or supplied by us are installed. Any
warranty given does not cover data recovery from failed hard disks or any
consequential loss of data. You are advised to perform regular backups of
important data.
14.5 You
shall inspect the goods immediately upon delivery. Any claim by you based on
any defect in the quality or condition of the goods or their failure to correspond
with specification shall, whether or not delivery is refused by you, be
notified in writing to us within seven days from delivery or where the defect
or failure was not apparent on reasonable inspection within fourteen days of
discovery of the defect or failure (subject to clause 14.6).
14.6 We
shall only accept the return of defective goods if:
14.6.1 you
have obtained a return of goods number (Return Materials Authorisation) from
us. Goods must be returned to us within
fourteen days of obtaining a return of goods number and no new return of goods
numbers can be issued;
14.6.2 the
return of goods number is clearly visible on the outside of the package;
14.6.3 you
enclose a detailed description of the fault and the invoice number; and
14.6.4 the
goods are returned in their original packaging and insured by you in transit.
Goods returned for credit must be returned complete
with all manuals and documentation; we reserve the right to charge up to £50.00
per item not returned.
14.7 In all
instances, goods must be returned as new, with no blemish, defect or parts
missing, neither must the outer manufacturer packaging show any damage or be
defaced in anyway. Should the
items/packaging show any damage or be incomplete and defaced in any manner a
fee of up to 25% will be deducted from the credit issued at our discretion.
14.8 We
are not liable for any other loss or damage (including indirect or
consequential loss, financial loss, loss of profits or loss of use) arising
from the contract or the supply of goods or their use, even if we are
negligent.
14.9 Our total liability to you (from one
single cause) for damage to property caused by our negligence is limited to the
level of our insurance cover, currently £1,000,000, for any one incident.
14.10 For
all other liabilities not referred to elsewhere in these terms our liability is
limited in damages to the price of the goods.
14.11
Nothing in these
terms restricts or limits our liability for death or personal injury resulting
from negligence.
14.12
** We do not
refund the Order Handling Charge when goods are returned
14.13
** We do not
refund the return postage unless the goods are found by us to be faulty
Unsealed Software
15. Unsealed
software will not be accepted for credit or exchange. If any discs are found to
be faulty you may be asked to contact the manufacturer direct.
16.1 If we are
unable to perform our obligations to you (or able to perform them only at
unreasonable cost) because of circumstances beyond our control, we may then
cancel or suspend any of our obligations to you, without liability.
16.2 Examples
of those circumstances include act of God, accident, explosion, fire, transport
delays, strikes and other industrial disputes and difficulty in obtaining
supplies.
17.1 No
waiver by us of any breach of the Terms by you shall be considered as a waiver
of any subsequent breach of the same or any other provision.
17.2 English law
is applicable to any contract made under the Terms. The English and Welsh courts have exclusive
jurisdiction.
17.3 If you are
more than one person, each of you has joint and several obligations under the
Terms.
17.4 If any of the Terms are unenforceable as
drafted:
17.4.1 it will not affect the enforceability of any
other of these terms; and
17.4.2 if it would be enforceable if amended, it
will be treated as so amended.
17.5 Any notice by
either of us which is to be served under the Terms may be served by leaving it
at or by delivering it to (by first class post or by fax) the other’s
registered office or principal place of business. All such notices must be signed.
17.6 No
contract will create any right enforceable (by virtue of the Contracts (Rights
of Third Parties) Act 1999) by any person not identified as the buyer or
seller.
17.7 Any queries or comments about our products
or services, or objection to us making use of your personal data in the ways
detailed above, should be directed to
January 2004