Intellectual Property

All intellectual property rights in the design and layout of the Website and the material and information published on the pages of the Website, including, but not limited to, copyright and rights in registered and unregistered trade marks, are owned by or licensed to C3.

Save as may be incidental to you obtaining authorised access to the content on the Website, you must not reproduce, download, transmit or retransmit, manipulate or store on paper, electronic (including, but not limited to any database or any part of the Internet), CD Rom or other offline product on any other format in whole or in part the design and layout of the Website or the information or material published on the pages of it, nor hypertext or otherwise link to it, without the prior written consent of C3, such permission to be given or withheld at C3 's absolute discretion.

Disclaimer

The material and information contained on the Website is for general information only and does not constitute any form of offer for sale, advice or recommendation by C3. You should not rely on the material or information on the Website as a basis for making any business, legal or other decisions. You should seek appropriate independent advice before making any such decisions.

C3 does not warrant or represent and excludes all warranties or representations that the material and information, including advertising material, on the Website is accurate, true or complete or that it is free of viruses or that it does not contain any material which is defamatory, obscene or illegal in any way.

In no circumstances will C3 be liable to you or any other third parties for any loss or damage (whether direct or indirect, including loss of profits, loss of opportunity or any consequential loss) resulting from or in any way connected with your use of the Website or its content, whether caused by negligence, misrepresentation, breach of any statutory duty, or breach of contract or otherwise. C3 does not limit or exclude its liability for death or personal injury resulting from its negligence.

You may access other websites via hypertext links from the Website. You use such links and other websites entirely at your own risk. Such websites are provided by independent third parties and C3 accepts no responsibility for the availability, content or use of such websites or information contained on them.

Indemnity

You agree to indemnify and to keep C3 indemnified from and against any costs, claims, demands, expenses and liabilities suffered or incurred by C3 arising from or which is directly or indirectly related to your access to and/or use of the Website and/or any other person or entity's use of the Website where such person or entity was able to access the Website using your password.

General

Failure by C3 to exercise or enforce any right conferred upon it shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement of that or any other right on any later occasion..

C3 reserves the right to vary these terms and conditions from time to time.

These terms are governed by and will be interpreted in accordance with English law. The English courts shall have exclusive jurisdiction to settle any claim or dispute which may arise out of or in connection with these terms and conditions.

We do use cookies for collecting user information from the home page of the site but these cookies do not collect any personal information. Cookies are small files that are stored on your computer which help identify you to us and which can make your visit to our site easier. We may also use this data for statistical purposes. You can normally set your browser preferences to prevent this from happening.

Links within this site to other web sites are not covered by this policy.

Terms and conditions of sale

CONDITIONS OF BUSINESS APPLYING TO SYSTEM SUPPLY
1 DEFINITIONS
In these Conditions and every proposal, quotation, order and Agreement to which they apply:

"Agreement" means the applicable agreement between C3 and Customer
"C3" means Computer & Communications Co. Ltd. (registered in the UK, company number 2488641) trading as C3
"Conditions" means these conditions of business
"Customer" means, as the case may be, the prospective customer to whom C3's proposal or quotation is addressed or who is placing an order on C3, or the person who has entered into the Agreement with C3
"Customer Site" means Customer's premises identified as such in C3's quotation or in the absence of such identification Customer's address given in such quotation
"Deliverables" means any or all of the Hardware and/or Software and/or ancillary items including without limitation user manuals and packaging
"Designated Equipment" means the hardware and computer programs on or in conjunction with which Software is to be installed and used, as identified in C3's quotation
"Hardware" means the hardware which C3 supplies or agrees to supply to Customer under the Agreement
“party” refers on the one hand to Customer and on the other to C3
“person” includes an individual, a company, an unincorporated business or any other body
“Services" means all such consultancy, installation, testing, training and other services as C3 supplies or agrees to supply to Customer under the Agreement
“Software" means the executable object-code-only computer programs which C3 supplies or agrees to supply to Customer under the Agreement
"Specification" means in relation to any Hardware and/or Software and/or System the specification or description thereof in the applicable manuals supplied therewith (if any) or agreed in writing between the parties
"Standard Rates" means C3's standard rates (fees and expenses) from time to time in force
“System” means the system (or systems) comprising (or each respectively comprising) such items of Hardware and Software as are supplied by C3 to Customer under the Agreement to be used in conjunction with each other, as stated in C3's quotation, but excludes for the avoidance of doubt all items (computer programs, hardware or other goods) not supplied to Customer by C3 under the Agreement

2 APPLICATION AND CONTRACT
2.1  All proposals made, quotations given, orders accepted and contracts entered into by C3 with any person for supply by C3 of Hardware and/or Software and/or Services are subject to these Conditions.  All other terms and conditions, whether expressly stipulated by Customer or implied by trade custom, course of dealing or otherwise, are excluded.  No variation to these Conditions will be effective unless agreed to in writing by C3.
2.2  Quotations issued by C3 are not offers which Customer may accept so as to bind C3.  When C3 issues a quotation it will also issue an order form.  If Customer wishes to place an order on C3 for the Hardware, Software and Services comprised in C3's quotation then it must complete such order form and return it to C3.  Such order from Customer will constitute an offer which C3 may accept or reject.  If C3 accepts such order then there will be a binding Agreement between the parties.  In the absence of any order form or express acceptance by C3 then C3's commencement of performance will be deemed acceptance.

3 TIMINGS
Any timings agreed to by C3 for performance by C3 of obligations under the Agreement are business estimates only.  C3 will use its reasonable endeavours to adhere to any such timings agreed by C3 in writing.  However, time for performance by C3 of its obligations shall not be of the essence and, provided it uses its reasonable endeavours to adhere to any such agreed timings, C3 shall not be liable, in contract in tort or otherwise, for any loss or damage whatsoever howsoever arising from any delay by C3 in performing any of its obligations.

4 CUSTOMER SITE REQUIREMENTS, DELIVERY AND INSTALLATION
4.1  If C3 is supplying a diagnostic modem to Customer then Customer shall make available to C3 without charge with effect from installation of the first Deliverables to be installed a suitable exchange line situated within 20 metres of the place where the relevant Deliverables are to be installed.
4.2  Before carrying out any agreed installation of Deliverables C3 will carry out a site survey and Customer shall before installation carry out such remedial/ preparation work at the site as C3 requires.  If Customer fails to carry out such work prior to the time agreed by the parties for installation of the Deliverables then C3 shall be entitled to charge Customer at C3's Standard Rates for time wasted and expense incurred by C3 as a result.
4.3  Unless otherwise agreed in writing, all Deliverables will be delivered to the Customer Site.  C3 will inform Customer of the approximate time it expects to effect each such delivery and Customer shall ensure that a duly authorised representative of Customer is available at delivery of the Deliverables to check receipt of correct and undamaged Deliverables and to sign C3's delivery note confirming such receipt.  If such representative of Customer is not available at such delivery then C3 may at Customer's expense (calculated at C3's Standard Rates) remove the Deliverables and redeliver them as above, in which case the provisions of this Clause shall apply again.  If C3 decides, even though such representative of Customer is not available at such delivery as above, not to remove and redeliver such Deliverables but to deliver them then the Deliverables so delivered shall be deemed correct and undamaged unless Customer otherwise notifies C3, giving all available details of the incorrect, incomplete or damaged Deliverables, within 24 hours of such delivery.
4.4  C3 will normally deliver and install Hardware, and test the Hardware to C3's satisfaction, in advance of any delivery or installation of Software.  Any such delivery, installation and testing do not imply that the Hardware is ready for Customer's use and Customer must not use or in any way interfere with the Hardware until the acceptance tests have been carried out and passed under Clause 5.
4.5  If C3 encounters at the Customer Site any unexpected adverse site conditions or other difficulties which were not reasonably ascertainable or foreseeable from C3's site survey or from information supplied to C3 by Customer in writing then C3 will be entitled to charge Customer at C3's Standard Rates for extra time spent and expenses incurred by C3 in performing the Agreement as a result of such adverse site conditions or other difficulties.

5 ACCEPTANCE
5.1  "Acceptance tests" means tests designed to confirm material conformity to Specification of Hardware and/or Software and/or any System and C3 will carry out acceptance tests, at an appropriate time following installation, on all such items supplied to Customer by C3 under the Agreement in respect of which there is a Specification agreed in writing between the parties.
5.2  If C3 and Customer have agreed acceptance tests in writing then C3 will carry out those acceptance tests.  Otherwise C3 will carry out such acceptance tests as it believes are appropriate to demonstrate material conformity as above.
5.3  If and when the acceptance tests are passed then the items tested will be deemed accepted by Customer.  If the acceptance tests are not passed and failure to pass them reveals a material non-conformity to Specification then C3 will use reasonable endeavours as soon as practical to rectify or have rectified that material non-conformity and re-perform the acceptance tests that were failed.  C3 may repeat this process until the relevant acceptance tests are passed.  If the acceptance tests are not passed and failure to pass them does not reveal a material non-conformity to Specification (because for example but without limitation there is a failure or error in computer programs or hardware not supplied by C3 under the Agreement) then any repeat performance of the relevant acceptance tests that C3 agrees to carry out will be subject to a charge at C3's Standard Rates.
5.4  Customer shall ensure that it makes one or more appropriate representatives of Customer available to witness the carrying out of all acceptance tests as above and that when the acceptance tests are passed Customer upon request signs C3's form confirming the same.  If Customer fails to make such representatives available to witness carrying out of acceptance tests as above then C3 may carry out the acceptance tests in the absence of such representatives, C3's confirmation that the acceptance tests have been passed shall be conclusive evidence of the same and Customer shall upon request sign C3's form confirming the same.
5.5  Customer shall not use or in any way interfere with any Hardware and/or Software and/or System until acceptance tests in relation thereto have been carried out and passed as above.  If Customer fails to comply with such obligation then all use of or interference with such Hardware, Software or System prior to such acceptance tests being carried out and passed shall be at Customer's sole risk, Customer shall be deemed to have accepted such Hardware, Software and System, the warranty in Clause 12.1 shall not apply and C3 shall be entitled at Customer's expense (calculated at C3's Standard Rates) to take such steps as are required in order to put the Hardware, Software and System into such condition as is required by C3 prior to commencement by C3 of provision of any agreed maintenance cover therefor.

6 TRAINING
Any training to be supplied by C3 will unless otherwise stated in C3's quotation be carried out at the Customer Site.

7 CUSTOMER CO-OPERATION
7.1  Customer agrees to afford C3 full co-operation in all matters relating to the performance of C3's obligations under the Agreement.
7.2  In particular, but without limiting Clause 7.1, Customer shall:
7.2.1 promptly and as fully as reasonably practicable respond to all communications of C3 relating to the Agreement;
7.2.2 take delivery of all Deliverables on the agreed date for delivery or, in the absence of such agreed date, on no more than seven days' prior notice from C3;
7.2.3 permit C3 such access to the Customer Site and to other premises owned or occupied by Customer as C3 requires for the purposes of performing its obligations under the Agreement;
7.2.4 ensure that appropriate and suitably qualified Customer staff are at all reasonable times available to liaise with C3 on matters relevant to C3's performance of its obligations under the Agreement;
7.2.5 supply to C3 free of charge for the purposes of the Agreement the facilities and assistance (if any) stated in C3's quotation to be provided by Customer, such other facilities and assistance as C3 may reasonably require on premises owned or occupied by Customer and such other facilities and assistance as C3 and Customer may agree in writing.
7.3  If the Customer fails to take delivery of Deliverables in accordance with Clause 7.2.2, or otherwise causes any delay in C3's performance of the Agreement, then, without prejudice to any other right or remedy, C3 may:
7.3.1 submit (and Customer shall pay) its further invoices as if delivery or other performance had not been so delayed; and/or
7.3.2 charge Customer at C3's Standard Rates for subsequent storage of the Deliverables; and/or
7.3.3 charge Customer for any other costs and expenses that C3 incurs as a result of the delay.

8 PRICE AND PAYMENT
8.1  Prices payable by Customer will be as stated in C3's quotation, subject as follows:
8.1.1 unless otherwise stated by C3 in writing, prices exclude VAT and Customer shall pay VAT in addition if lawfully chargeable by C3;
8.1.2 unless expressly stated in the Agreement, or otherwise stated by C3 in writing, all sums paid by Customer under the Agreement are non-refundable, including, but not limited to any deposit paid by Customer under the Agreement;
8.1.3 prices exclude the following expenses, namely travel, subsistence and accommodation arising from C3's performance of the Agreement; all costs of packing, insurance and freight incurred by C3 in effecting any delivery to Customer under the Agreement; and all import/export duties.  Customer shall upon demand make direct payment of or reimburse C3 such expenses;
8.1.4 prices exclude all additional amounts that C3 is entitled to charge the Customer under the Agreement and Customer shall pay C3 (at C3's Standard Rates unless otherwise agreed by C3) all such additional amounts.
8.2  Customer shall pay all sums becoming due to C3 under the Agreement when the same become due and payable in accordance with the Agreement or, if the Agreement does not state elsewhere when any sum is payable, then within 30 days of the date of C3's demand for payment.  C3's normal practice is to issue demands for payment and then to issue receipted VAT invoices on receipt of payment.
8.3  C3 shall be entitled to appropriate monies received from Customer, to pay such amounts due from Customer to C3 (whether due under the Agreement or pursuant to any other contract) as C3 may in its absolute discretion decide.
8.4  If any payment due from Customer to C3, whether under the Agreement or otherwise, is overdue then without prejudice to any other right or remedy C3 may:
8.4.1 charge Customer interest on any such payment due under the Agreement as is overdue, before and after any judgement, at a rate (with interest accruing on a daily basis) of 2% per calendar month by which payment is overdue; and/or
8.4.2 suspend (with consequent extension of time for performance) its performance of the Agreement.

9 RISK AND TITLE
9.1  Risk of loss of, damage to and deterioration in Deliverables will pass to Customer when they are delivered to the Customer Site or other location agreed by C3 and Customer.
9.2  Notwithstanding the passing of risk as above, C3 shall retain all rights in and title to the Deliverables until it has received payment in full of all sums due for the Deliverables and any other Deliverables supplied by it to Customer.
9.3  Until title in the Deliverables has passed to Customer, they shall be stored separately from any goods belonging to Customer or any third party, and shall be clearly marked and identifiable as being C3's property.  C3 shall be entitled to enter the Customer Site and other premises owned or occupied by Customer upon reasonable notice to verify Customer's compliance with this Clause.
9.4  If Customer fails to make any payments to C3 when due or if any of the events referred to in Clause  15.2 occurs in relation to Customer or if C3 has reasonable cause to believe that any of such events is likely to occur then C3 shall have the right, without prejudice to any other remedies, to enter without prior notice any premises where Deliverables owned by C3 are or are believed by C3 to be located, and this Clause shall be construed as an irrevocable licence granted by Customer to C3 to enter such premises, using whatever means may be reasonably necessary, and repossess the Deliverables. Notwithstanding clause 15.1, the Agreement shall automatically terminate if C3 exercises, or seeks to exercise, its right to repossess the Deliverables under this clause 9.4.

10 LICENCE
10.1  Customer acknowledges that it has no right, title or interest in or to the copyright or any other intellectual property rights (including without limitation know-how and rights in inventions) subsisting in the Software, except such licence to use the same as is expressly granted to Customer by the Agreement, and that as between Customer and C3 all such copyright and other intellectual property rights in the Software belong to C3.
10.2  Subject to Customer paying to C3 all sums becoming due under the Agreement and under any agreement between C3 and Customer for maintenance and/or other support in relation to the Software, C3 hereby grants to Customer a non-exclusive licence to use the Software in the normal course of Customer's business and subject as follows:
10.2.1 Customer shall use the Software only on or in conjunction with the Designated Equipment;
10.2.2 Customer's use of the Software shall at all times be in accordance with any user manual for the Software supplied to Customer by C3;
10.2.3 The licence hereby granted is personal to Customer and Customer shall not assign, sub-license or otherwise transfer any or all of its rights to use the Software
10.2.4 Save to the extent that such acts may not lawfully be prevented, Customer shall not modify, adapt, disassemble, decompile or otherwise reverse engineer any or all of the Software;
10.2.5 If any or all of the Software is subject to a licence from a third party then Customer shall comply with such licence;
10.2.6 The licence hereby granted to Customer shall continue without limit in time unless terminated in accordance with the Agreement.  Any termination of the Agreement shall automatically terminate such licence.

11 CONFIDENTIALITY AND PUBLICITY
11.1  Each party shall, and shall procure that its employees, agents and sub-contractors shall, keep confidential all information obtained from the other both pursuant to the Agreement and prior to and in contemplation of it and all other information that it may acquire from the other in the course of the Agreement, use such information exclusively for the purposes of or as contemplated by the Agreement and disclose such information only to those of its employees, agents and sub-contractors pursuant to the Agreement to whom and to the extent that such disclosure is reasonably necessary for the purposes of or as contemplated by the Agreement.  Provided that this Clause shall not apply to information which prior to receipt thereof from one party was in the possession of the other without any restriction on its disclosure or use, or which is subsequently disclosed to the recipient party without any obligations of confidence by a third party who has not derived it directly or indirectly from the other party, or which is or becomes generally available to the public through no act or default of the recipient party.
11.2  Subject to obtaining Customer's prior written consent (which shall not be unreasonably withheld) C3 shall be entitled, for the purposes of its own publicity, to name Customer as a customer of C3 and to disclose the nature of the Deliverables and Services supplied by C3 to Customer.

12 WARRANTIES
12.1  System.  C3 warrants that each System comprising only Hardware and/or Software supplied by C3 under the Agreement will conform materially to the relevant Specification under normal use as hereby permitted by competent and properly trained operators in accordance with relevant manuals supplied to Customer.  In respect of Hardware comprised in the System, such warranty shall apply for a period of 12 months from [delivery by C3 to Customer of the last item of the Hardware or Software comprised in the System to be delivered under the Agreement].  In respect of Software comprised in the System, such warranty shall apply for a period of 3 months from [such delivery].  In the event of breach of such warranty notified to C3 by Customer in writing within (in the case of a breach caused by a Hardware defect) such 12 month period or (in the case of a breach caused by a Software defect) such 3 month period C3 will:
12.1.1 if the defect lies in Software proprietary to C3 at C3's cost use reasonable endeavours to rectify the material non-conformity (and the above warranty shall continue to apply in respect of Software comprised in the System for the residue of the 3 month period referred to above); or
12.1.2 if the defect lies in Software which is not proprietary to C3, or in Hardware, at C3's cost use reasonable endeavours to enforce such contractual rights as C3 or Customer may have to obtain from the person that supplied the same to C3 such rectified or replacement Software or modified, repaired or replacement Hardware as is necessary to conform the System to the above warranty (and the above warranty shall continue to apply in respect of Software and Hardware comprised in the System for the residue of, as the case may be, the 3 month or the 12 month period referred to above).
12.2  Services.  C3 warrants that it will perform all Services with reasonable care and skill.  If C3 is shown to be in breach of such warranty in relation to particular Services, then C3 shall take such steps as may be necessary to render the results of such Services as they would have been had C3 supplied such Services in accordance with such warranty or refund to Customer such sums as Customer has paid to C3 in respect of such particular Services.
12.3  Intellectual Property.  C3 warrants that to the best of its knowledge (and without having carried out patent searches or made any other special enquiry) the use by Customer as hereby permitted of Software proprietary to C3 will not result in the infringement of the copyright or other intellectual property rights of any third party.  If such use infringes any such rights then C3 shall as soon as reasonably practicable at its option and Customer's cost endeavour to alter such Software without materially reducing its functionality and/or to obtain such licence as may be necessary so that such use of such Software by Customer shall thereafter to the best of C3's knowledge as above not infringe the copyright or other intellectual property rights of any third party.
12.4  Investigation of Warranty Claims.  If on investigating a claim by Customer that any of the warranties given by C3 in Clauses 12.1 to 12.3 above has been breached C3 finds that there is no such breach then Customer shall pay C3 at its Standard Rates for the time and expense incurred in such investigation.  In particular but without limiting the foregoing if any claimed material non-conformity to Specification is found by C3 to arise from errors or defects in computer programs or hardware not supplied by C3 under the Agreement or from incompatibility of such computer programs or hardware not supplied by C3 with Software and/or Hardware supplied by C3 (it being the exclusive responsibility of Customer to obtain such advice as may be necessary regarding such compatibility) or from wrong or inadequate information or advice supplied to Customer by a third party then there will be deemed to be no breach of any of the warranties in Clauses 12.1 to 12.3.

13 LIABILITY
13.1  This Clause 13 prevails over all other provisions of the Agreement.
13.2  Neither party excludes or limits its liability to the other in negligence in respect of death or personal injury, or for wilful default or fraudulent misrepresentation or otherwise insofar as any exclusion or limitation of its liability is void, prohibited or unenforceable by law, and all provisions of the Agreement shall be read subject to this Clause 13.2.
13.3  Except as expressly otherwise stated in the Agreement, C3 gives no warranties and makes no representations in relation to any Software, Hardware, System or Services or otherwise in relation to the Agreement and all such warranties and representations, whether express or implied by law or otherwise, are hereby excluded.  Without limiting the foregoing, any representation or warranty as to merchantability, satisfactory quality or fitness for any particular purpose or Customer's purpose, or compatibility with computer programs or hardware not supplied by C3 under the Agreement, or the effectiveness of any Deliverable against telecoms fraud is hereby excluded.
13.4  Without limiting Clause 13.3, Clauses 12.1 to 12.3 respectively state the only warranties given in relation to (Clause 12.1) any System (Clause 12.2) Services and (Clause 12.3) infringement of third party intellectual property rights and the exclusive remedies of Customer and C3's entire liability, in contract in tort or otherwise, for breach of such respective warranties.
13.5  Subject to Clause 13.2, in no circumstances shall C3 be liable to Customer, in contract in tort or otherwise, for any loss of profit, business, revenue, goodwill, anticipated savings or any payment made or due to a third party, or for any consequential, special, indirect or incidental loss arising in any way out of or in connection with the Agreement.
13.6  Subject to Clause 13.2 if notwithstanding provisions in the Agreement purporting to limit or exclude C3's liability C3 is found liable to Customer in excess of liability expressly accepted by C3 under the Agreement then C3's liability to Customer shall nevertheless be limited to the amounts paid by Customer to C3 under the Agreement.
13.7  Customer shall be exclusively responsible for all services it provides through or involving use of Deliverables and shall indemnify C3 against all claims, actions and suits by third parties arising directly or indirectly from such services and against all losses, costs, damages and expenses resulting directly or indirectly from such claims, actions and suits.

14 FORCE MAJEURE
Neither party shall be deemed to be in breach of the Agreement, or otherwise liable to the other, by reason of any delay in performance, or non-performance of any of its obligations to the extent that such delay or non-performance is caused by any event or circumstance beyond its control ("force majeure").  Provided that the party so affected by force majeure shall promptly notify the other party thereof in writing and shall use all reasonable endeavours to continue to perform its obligations under the Agreement as soon as reasonably practicable.  Provided further that this Clause shall not apply to obligations of Customer to make payments to C3 under the Agreement.

15 TERMINATION
15.1  Either party may at any time by notice in writing to the other party terminate the Agreement with effect from the date of service of such notice if the other party commits a material breach of the Agreement and does not remedy such breach within 28 days after the non-breaching party has given written notice to the breaching party identifying the breach and requiring it to be remedied.
15.2  C3 may at any time by notice in writing to Customer terminate the Agreement with effect from the date of service of such notice if:
15.2.1 Customer passes a resolution for winding up (other than for the purpose of bona fide reconstruction or amalgamation) or a court of competent jurisdiction makes an order that Customer be wound up; or
15.2.2 a receiver, manager, administrator or administrative receiver is appointed in respect of Customer's business or any part thereof; or
15.2.3 Customer ceases or threatens to cease to carry on business; or
15.2.4 Customer is unable to pay its debts as they fall due; or
15.2.5 any event occurs in relation to Customer which is analogous under any foreign jurisdiction to any of the events referred to in Clause 15.2.2.

16 CONSEQUENCES OF TERMINATION
16.1  Termination of the Agreement, for whatever cause, shall be without prejudice to the rights of either party accrued prior thereto.
16.2  All licences to use Software granted to Customer shall forthwith and automatically terminate upon termination of the Agreement for whatever cause and Customer shall forthwith following termination of the Agreement cease to make any use whatsoever of the Software and shall (at C3's option) either return the same to C3, together with all whole or partial copies thereof and all user manuals, or destroy the same, including all whole or partial copies thereof and all user manuals, and shall (in either case) certify in writing to C3 that it has complied with this Clause.
16.3  If on termination of the Agreement title to the Deliverables remains with C3 pursuant to Clause 9.2 then on such termination Customer shall no longer be in possession of the Deliverables with C3's consent and shall if requested by C3 redeliver the same to C3 undamaged and in good condition.  In addition, and whether or not it has requested Customer to redeliver the Deliverables to C3 as above, C3 shall be entitled to retake possession of the Deliverables, for which purpose C3 may enter the premises where the Deliverables are or are believed by C3 to be located, and this Clause shall be construed as an irrevocable licence granted by Customer to C3 to enter such premises, using whatever means may be reasonably necessary, and repossess the Deliverables.

17 C3 STAFF
Customer shall not during the term of the Agreement or during the period of 6 months immediately following termination of the Agreement employ or otherwise directly or indirectly engage to provide services to Customer any of C3's key employees, agents or sub-contractors.  For the purposes of this Clause 17, key employees, agents or sub-contractors shall include the directors, officers and managers of C3 together with any other key employee, agent or sub-contractor the loss of whom would have an adverse effect on C3's business.

18 NOTICES
Any notice given hereunder shall be in writing and service thereof shall be effected either by fax or first class post.  The address for service shall be the address of the addressee used or referred to in the Agreement or such other address as the addressee shall have nominated by notice in writing in accordance with this Clause.  Any notice served by fax shall be deemed to have been served within one hour of the time of dispatch.  Any notice served by first class post shall be deemed to have been served 2 days after posting.

19 ENTIRE AGREEMENT AND AMENDMENTS
The Agreement as written (including any proposal, quotation, order or other document expressly incorporated by reference) constitutes the entire agreement between the parties relating to the subject matter of the Agreement and supersedes all prior representations, agreements, negotiations or understandings with respect thereto, whether oral or in writing.  Any amendment to the Agreement shall not be effective unless it is made in writing, expressly purports to amend the Agreement and is executed by both parties.

20 ASSIGNMENT
20.1  C3 may sub-contract such of its obligations as it may decide.  C3 may at any time assign the Agreement to any person.
20.2  Customer may not assign, sub-contract or delegate its rights or obligations under the Agreement without the prior written consent of C3.
20.3  If either party is to assign the Agreement, then the other shall upon the request of the assigning party execute an agreement effecting transfer of the benefit and burden of the Agreement to the assigning party's chosen assignee.

21 WAIVER
Any failure or neglect by either party to enforce at any time any of the provisions of the Agreement shall not be construed nor deemed to be a waiver of that party's rights under the Agreement.

22 SEVERABILITY
If the whole or any part of any provision of the Agreement is determined to be invalid or unenforceable then such provision or part thereof shall be severed from the body of the Agreement which shall continue to be valid and enforceable to the fullest extent permitted by law.

23 INTERPRETATION
In these Conditions and every proposal, quotation, order and Agreement to which they apply, headings are for convenience only and shall not affect interpretation, the singular includes the plural and vice versa, references to Clauses are to clauses in these Conditions and any list of particular items or matters used in conjunction with general wording covering those items or matters shall not limit that general wording.

24 UN CONVENTION ON CONTRACTS
The Agreement shall not be governed by the United Nations Convention on Contracts for the International Sales of Goods.

25 LAW AND JURISDICTION
The Agreement shall be governed and construed in all respects in accordance with English law and the parties hereby submit to the non-exclusive jurisdiction of the English courts.

Terms and  conditions of trade for online purchases

In accordance with the Distance Selling Regulations 2000, you may cancel your order for LookOut call licenses in the seven days following your original booking, for any reason.

Any cancellation should be notified by telephone on 01223 427700 and followed up by a written confirmation to be sent to information@c3.co.uk. The cancellation will be effective from the date and time on which the email was received by us. Cancellation of your order within seven days of the date on which you made your order will give rise to a full refund.