1.1. The terms and conditions set forth herein apply to all offers, orders and agreements entered into by Mutiny Ltd (hereinafter Mutiny). These conditions ("Conditions") shall prevail in the event of any conflict between these Conditions and those stated on documents issued by the Client. The terms and conditions of the Client, including any modification to Mutiny's Conditions made by the Client, will only bind Mutiny if and insofar as Mutiny has previously, explicitly and in writing accepted the applicability thereof. In the event provisions of these Conditions are in contradiction or inconsistent with provision of other specific terms and conditions of Mutiny set forth in a contractual document, the latter shall prevail.
2.1. All orders placed with Mutiny by the Client shall constitute an offer to Mutiny under these Conditions subject to availability of goods and to acceptance of the order by Mutiny.
2.2. No order placed by the Client shall be deemed to be accepted by Mutiny until a written acknowledgement of the order or invoice is issued by Mutiny or (if earlier) Mutiny delivers the goods to the Client.
2.3. Products delivered by Mutiny, unless covered by section 2.5, will be deemed fully accepted by the Client unless the Client has notified Mutiny, in writing, of the existence of a defect within ten (10) days from delivery or from the discovery of a hidden defect.
2.4. Services delivered by Mutiny will be deemed fully accepted by the Client upon delivery of the services at the agreed date or rebooking of the appointment to an agreed date.
2.5. If a Mutiny system is offered, in writing, as a Sale or Return evaluation then the Client has 30 days in which to evaluate the appliance. At the end of this period, the Client must either:
2.5.1. notify Mutiny, in writing, that they do not want to proceed with the purchase and arrange for the return of the Mutiny appliance within 7 days. Upon receipt of the appliance at Mutiny's head office, Mutiny will issue a credit note for the outstanding invoice less £500 to cover the expenses incurred by Mutiny as part of the evaluation.
2.5.2. keep the Mutiny server and pay the pending invoice within thirty (30) days of receipt.
2.6 Sale or Return Units are installed with full configuration and training. Budget availability must be confirmed to Mutiny in writing prior to the install. Confirmation in writing by the user to the product feature set under review must also been confirmed prior to installation.
2.7 Incremental upgrades and all in app purchases or module upgrades supplied on a subscription basis are not refundable.
3.1. Quoted prices and charges are for information purposes only and do not bind Mutiny, except if indicated otherwise in writing by Mutiny. The prices and charges indicated in the price list of Mutiny UK may be changed at all times, without prior notice at Mutiny's discretion.
3.2. Any dates and time indications are for information purposes only, and do not bind Mutiny unless expressly agreed otherwise in writing.
3.3. All prices are exclusive of Value Added Tax and any other taxes. All taxes are payable by the Client and will be applied in accordance with UK legislation.
3.4 We may from time to time offer a trial of a product or module and offer it at a reduced price. We reserve the right to change this price at any time remove or replace the offer at any time.
4.1. All invoices must be paid within thirty (30) days upon date of invoice or renewal date whichever comes first, unless covered by section 2.5 above or specifically negotiated and agreed in writing with Mutiny.
4.2. In case of default of payment of the invoices in due time, and in addition to the principal sum, a monthly interest of one (1) % per annum above the base rate on the invoice amount will be due ipso jure and without prior notification. With regard to the calculation of interest, each commenced month will be considered as a full month. Applicable taxes and import duties are to be borne solely by the Client.
4.3. When all charges due in respect of the goods have been paid in full, title to hardware goods only shall pass to the Client and any licence(s) will be issued.
4.4. Until such time as the title property passes to the Client, the Client shall keep the goods properly stored, protected and insured and identified as Mutiny's property. Until that time the Client shall be entitled to resell the goods in the ordinary course of its business but shall account to Mutiny for the proceeds of the sale.
5.1. In case of unilateral cancellation by the Client of an agreement for the delivery of products before delivery, an indemnity of ten (10) % of the amount agreed may be due to Mutiny, notwithstanding any costs already incurred by Mutiny, which shall be paid by the Client. Any charges relating to cancellation will be subject to discussion by both parties on a case by case basis.
5.2. Any goods returned to Mutiny must be contained in its original packaging, in a saleable condition and within fourteen (14) days of date of invoice unless covered by 2.5.
5.3. Goods supplied electronically cannot be returned for refund due to the possibility of duplication.
6.1. All property (including but not limited to copyrights, patent rights, trade marks, trade secrets, methods, procedures, know-how, Intelectual Property) relating to the products, services and bespoke development provided by Mutiny, remain the sole property of Mutiny and/or the third party licensor unless otherwise agreed in writing.
6.2. No Title or ownership of software products or any third party software licensed to the customer under these Conditions is transferred to the Client under any circumstances.
6.3. The Client undertakes to respect these property rights and accepts to have only limited user rights.
6.4. The Client agrees to be bound by these license terms applicable for these products and services. A copy of these license terms can be obtained upon first request.
7.1. Mutiny warrants that the products shall materially conform to the product specifications as stated in the license agreement.
7.2. The warranty and liability for third party products delivered by Mutiny is limited to the warranty provided for by the third party as mentioned in the license conditions for such products, a copy of which is available to the Client upon request prior to purchase of Mutiny's products and/or services.
7.3. All services are delivered "as is".
7.4. Mutiny's liability is limited to the compensation of the direct damages caused to the Client only, if and insofar as the Client furnishes evidence of such damages and Mutiny acknowledges the reality of such damages.
7.5. Mutiny's total liability will in no event exceed the value of the purchase price or the fees payable for (the) product(s) and/or service(s), which caused the damages, with a maximum of 50,000 Euro.
7.6. This limitation will not apply in case of death and personal injury by a defective product.
7.7. Mutiny will not be liable for any unforeseeable, consequential or indirect damages, including but not limited to commercial or financial loss of clientele, loss of information, data or programs, or actions or claims made by third parties.
7.8. Mutiny will not be liable for any damages caused by hardware, software, other products or services furnished by parties other than Mutiny and any damages caused by the products and/or services delivered by Mutiny which have been modified or maintained by parties other than Mutiny.
7.9. Any claim under this article must reach Mutiny in writing within eight (8) days of the occurrence of the damage.
8.1. In case of force majeure, such as fire, strike, riot, failure of suppliers or any other act beyond its control, Mutiny will not be liable for any default or delay in performance of all or part of its obligations. If a product and/or service can not be delivered due to a case of force majeure, Mutiny reserves the right to terminate the agreement without indemnity.
8.2. Present or future restrictions and/or other regulations of any country regarding the export and/or import of products or services that would hamper Mutiny to provide a product and/or service shall constitute a case of force majeure.
9.1. Performance under these Conditions will be subject to obtain, where possible, licenses for the export and/or import of products, services and documentation from the country of origin for delivery to the Client.
9.2. The Client shall not, with respect to these products, services and documentation, act contrary to the export and/or import regulations and/or licenses in force.
10.1. The Conditions and any order, acceptance or agreement subject to these Conditions shall in all respects be deemed to be subject to and interpreted according to the law of England and shall fall under the exclusive jurisdiction of the English Courts. The Conditions may not be varied or amended in any way except in writing signed and approved by Mutiny.
Version 1.6 reviewed 1/9/2015