1. Application of Conditions

1. The Company shall supply and the Client shall purchase the Products and Services in accordance with these Conditions.
2. The Contract shall be to the exclusion of any other terms and conditions subject to which any offer is accepted or purported to be accepted, or any such order is made or purported to be made, by the Client.

2. Definitions and Interpretation

1. In these Conditions:-
   • "Business Day" means any day other than a Saturday, Sunday or English bank holiday;
   • "Client" means the person or organisation who accepts an offer from the Company for the sale of the Products and supply of the Services;
   • "Commencement Date" means the date upon which the Company activates the satellite link for the Client;
   • "Company" means Bentley-Walker Limited, a company registered in England under company number 00403127;
   • "Contract" means the contract for the purchase and sale of the Products and supply of the Services under these Conditions;
   • "Conditions" means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Client and the Company;
   • "Delivery Date" means the date on which the Products are to be delivered as agreed by the Company and the Client;
   • "Fair Access Policy" means the Company's policy for use of a bandwidth usage monitoring tool to monitor and maintain quality of service, a copy of which is available upon request;
   • "Invoice" means the invoice provided to the Client detailing the Products and Services which constitutes the Company's offer subject to these Conditions;
   • "month" means a calendar month;
   • "Order" means payment of the Invoice by the Client which constitutes the Client's acceptance of the Company's offer subject to these Conditions;
   • "Products" means the products (including any instalment of the products or any parts for them) which the Company is to supply in accordance with the Contract;
   • "Services" means the services which the Company is to supply in accordance with the Contract;
   • "Subscription" means the supply of the Services by the Company for a minimum period of 12 months in consideration for payment by the Client of 12 monthly instalments;
   • "Supplier" means any supplier of Products or Services to the Company;
   • "Warranty Period" means 12 months for the Tooway product or 36 months for all other Products
   • "writing" includes any communications effected by telex, facsimile transmission, electronic mail or any comparable means.
2. Any reference in these Conditions to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re- enacted or extended at the relevant time.
3. The headings in these Conditions are for convenience only and shall not affect their interpretation.

3. Basis of Sale and Service

1. The Company's employees or agents are not authorised to make any representations concerning the Products and Services unless confirmed by the Company in writing. In entering into the Contract the Client acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
2. No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Client and the Company.
3. Sales literature, price lists and other documents issued by the Company in relation to the Products and Services are subject to alteration without notice and do not constitute offers to sell the Products which are capable of acceptance.
4. No contract for the supply of the Products and Services shall be binding on the Company unless the Company has issued the Invoice which constitutes an offer to supply the Products and Services and the Client has made the Order which constitutes acceptance of the Company's offer to supply the Products and Services.
5. Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.

4. The Invoice

1. The Invoice shall be valid for 30 days unless otherwise stated.
2. The Company reserves the right to withdraw or amend the Invoice prior to the Order.
3. The Company reserves the right to withdraw or amend any Invoice following the Order where:
   • Products or Services are withdrawn by the Supplier;
   • the Supplier increases the charges for Products or Services to the Company; or
   • specifications of Products or Services are varied by the Supplier.
4. The Invoice will state the full price of the Products notwithstanding that those Products are supplied to the Client at a discount (which expression, for the avoidance of doubt, for the purposes of these Conditions shall include free of charge).

5. Specification

1. The specification for the Products and Services shall be those set out in the Company's sales documentation unless varied expressly in writing by the Company.
2. The Company shall use reasonable endeavours to advise the Client of variations to specifications following formal notification to the Company of such variations by the Supplier.
3. Illustrations, photographs or descriptions whether in catalogues, brochures, price lists or other documents issued by the Company are intended as a guide only and shall not be binding on the Company.
4. The Company reserves the right to make any changes in the specification which are required to conform with any applicable safety or other statutory or regulatory requirements or which do not materially affect their quality or performance.
5. Where changes to specifications significantly alter the price or fitness for purpose of the Products or Services the Company and the Client shall agree such changes in writing or arrange for the supply of alternative Products and/or Services.
6. Changes to specifications shall not provide grounds for cancellation of the Order unless such cancellation is agreed to in writing by the Company and the Client.
7. No Order may be cancelled by the Client except with the agreement in writing of the Company on the terms that the Client shall indemnify the Company 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 the Company as a result of cancellation.

6. The Products

1. Products shall be supplied by the Company on, and the Client must comply with, the terms and conditions of use for such Products as defined by the Suppliers at the time of delivery.
2. The Company guarantees the Products against faulty workmanship and manufacturing defects for the Warranty Period. After the Warranty Period the Company gives no warranty to the Client in respect of any Product.
3. The Company shall be under no liability in respect of any defect arising from fair wear and tear, or any wilful damage, negligence, subjection to normal conditions, failure to follow the Supplier's or Company's instructions (whether oral or in writing), misuse or alteration of the Products without the Company's approval, or any other act or omission on the part of the Client, its employees or agents or any third party.
4. The Client must comply with the terms of the Supplier's software licenses.
5. Products supplied by the Company are to be used only in conjunction with services supplied by the Company, and the Company reserves the right to password or PIN protect Products in order to enforce this.

7. The Services

1. With effect from the Commencement Date the Company shall provide the Services during the Subscription.
2. The Client shall pay the sums due for the Services in accordance with clause 10 below.
3. Where a deposit is paid by the Client at the time of the Order, such deposit shall be credited against the final payment due under the Subscription.
4. Where a Client's request to change the Services to a lower value Subscription is agreed by the Company, any deposit paid by the Client at the time of the Order shall be devalued in line with the change at the Company's absolute discretion and the Client shall not be entitled to any refund.
5. The Company will use reasonable care and skill in the provision of the Services.
6. The Client acknowledges and accepts the terms of the Company's Fair Access Policy in relation to the provision and use of the Services.

8. Delivery

1. Unless it is agreed otherwise delivery shall be to the Client's address as specified on the Invoice.
2. The Delivery Date is approximate only and time for delivery shall not be of the essence. The Products may be delivered by the Company in advance of the Delivery Date upon giving reasonable notice to the Client.
3. If the Client fails to take delivery of the Products or any part of them on the Delivery Date and/or fails to provide any instructions, documents, licences, consents or authorisations required to enable the Products to be delivered on that date, the Company shall be entitled upon giving written notice to the Client to store or arrange for the storage of the Products and then notwithstanding the provision of Condition 12.1 of these Conditions risk in the Products shall pass to the Client, delivery shall be deemed to have taken place and the Client shall pay to the Company all costs and expenses including storage and insurance charges arising from such failure.

9. Price

1. The price of the Products and Services shall be the price listed in the Invoice or such other price as may be agreed in writing by the Company and the Client.
2. The Company reserves the right to increase the price of the Products, by giving notice to the Client at any time before the Delivery Date, and Services, by giving notice to the Client at any time before or after the Commencement Date, to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Products and Services which are requested by the Client, or any delay caused by any instructions of the Client or failure of the Client to give the Company adequate information or instructions.
3. The price is exclusive of any applicable value added tax, excise, sales taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Products and Services, which the Client shall be additionally liable to pay to the Company.

10. Payment

1. All payments required to be made pursuant to this Contract by either party shall be made within 14 days of the date of the relevant invoice, without any set-off, withholding or deduction except such amount (if any) of tax as that party is required to deduct or withhold by law.
2. The time of payment shall be of the essence of these Conditions.
3. If the Client fails to make any payment on the due date in respect of any sum due under these Conditions then the Company shall, without prejudice to any right which the Company may have pursuant to any statutory provision in force from time to time, have the right to:
   • charge the Client interest on a daily basis at an annual rate of 5 per cent above the base rate of the Bank of England from time to time on any sum due and not paid on the due date. Such interest shall be calculated cumulatively on a daily basis and shall run from day to day and accrue after as well as before any judgment; and
   • suspend the provision of the Services to the Client until all outstanding sums have been paid.
4. All payments shall be made to the Company as indicated on the relevant invoice issued by the Company.

11. Renewal

1. On expiry of a Subscription, the Client shall be deemed to agree to a further Subscription ("Renewal Subscription") unless the Client gives the Company at least one month's notice of its intention not to renew.
2. For the avoidance of doubt, all Renewal Subscriptions shall be for a minimum period of 12 months unless agreed otherwise in writing by the Company.

12. Cancellation

1. The Client may cancel the Order prior to the Commencement Date by notifying the Company in writing within 10 days of placing the Order, and all sums already paid by the Client will be refunded provided the Client returns all Products to the Company in their original condition (at the Client's cost).
2. The Client may cancel the Contract after the time specified in Condition 12.1 in writing provided the Client pays all the sums set out in Condition 14.
3. Any sums refunded under Conditions 12.1 shall be subject to the Company retaining a sum sufficient to cover its administration costs (minimum £50).

13. Termination for Default

1. Without prejudice to any other provision contained within these Conditions the Company may terminate the Contract by notice in writing in any of the following events (each an "Event of Default"):
   • the Client commits a material breach of the Contract which is incapable of remedy;
   • the Client commits a material breach which is capable of remedy but which the Client fails to remedy within 14 days of written notice by the Company specifying the event of default and requiring its remedy; or
   • the Client shall have a receiver or liquidator appointed, shall pass a resolution for winding up (otherwise than for the purpose of amalgamation or reconstruction), if a Court shall make an order to that effect, if the Client shall enter into composition or arrangement with its creditor(s) or shall become insolvent, and such an event shall be deemed to be a material breach incapable of remedy.
2. Any termination of the Contract howsoever caused shall not affect any accrued rights or liabilities of either the Company or the Client arising out of the Contract.
3. On termination of the Contract for any reason, the Client shall pay to the Company all sums set out in Condition 14.

14. Payments on Default or Cancellation

Where the Client cancels the Contract in accordance with Condition 12.2 or on the happening of an Event of Default the following payments will become immediately due:

1. all sums due up to the date of cancellation or the happening of the Event of Default;
2. the balance of the sums due for the remainder of the current Subscription; and
3. the full price of the Products as stated on the Invoice before any discount. and these amounts will be charged to the Client's credit card, details of which must have been provided to the Company by the date of the Order, and the Client hereby authorises the Company to debit the total of the amounts set out in this Condition 14 without further notice.

15. Risk and Retention of Title

1. Risk of damage to or loss of the Products shall pass to the Client:
   • in the case of Products to be delivered at the Company's premises, at the time when the Company notifies the Client that the Products are available for collection;
   • in the case of Products to be delivered otherwise than at the Company's premises, at the time of delivery or, if the Client wrongfully fails to take delivery of the Products, the time when the Company has tendered delivery of the Products; or
   • in the case of Products being installed by the Company, at the time that the Company notifies the Client that the installation is complete.
2. Notwithstanding delivery and the passing of risk in the Products, or any other provision of these Conditions, legal and beneficial title of the Products shall not pass to the Client until both of the following conditions have been satisfied:
   • The Company has received 36 months' payments for the Services; and
   • the Company has received in cash or cleared funds payment in full of the price of the Products and any other products or services supplied by the Company and the Client has repaid all moneys owed to the Company, regardless of how such indebtedness arose.
3. Until payment has been made to the Company in accordance with these Conditions and title in the Products has passed to the Client, the Client shall be in possession of the Products as bailee for the Company and the Client shall store the Products separately and in an appropriate environment, shall ensure that they are identifiable as being supplied by the Company and shall insure the Products against all reasonable risks.
4. The Client shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the products which remain the property of the Company, but if the Client does so all money owing by the Client to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.
5. The Company reserves the right to repossess any Products in which the Company retains title without notice. In the event of repossession the Client shall deliver up to the Company all Products in which title has not passed, the cost of which shall be borne by the Client.
6. The Client's right to possession of the Products in which the Company maintains legal and beneficial title shall terminate if;
   • The Client commits or permits any material breach of his obligations under these Conditions;
   • The Client is or becomes the subject of a bankruptcy order, enters administration or liquidation, or takes advantage of any other statutory provision for the relief of insolvent debtors.

16. Proprietary Rights

1. Copyright and all other proprietary rights in the Products and associated documentation and any documentation supplied in respect of the Services and all parts and copies thereof shall remain vested in the Company or, for third party Products, in the Supplier.
2. In respect of software where the proprietary rights are vested in the Company only a non-exclusive, non-transferable licence for the purpose for which the software has been made available to the Client is deemed to be granted by the Company and only then on condition that the Client fulfils all of their relevant obligations arising out of the Contract.

17. Assignment

1. The Company may assign the Contract or any part of it to any person, firm or company.
2. The Client shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.

18. Defective Products

1. If any of the Products are defective in any material respect or do not comply with the Contract, the Client must give written notice to the Company within 30 days of delivery, and the Company shall at the Client's option:-
   • replace the defective Products; or
   • refund to the Client the price for the Products which are defective; but the Company shall have no further liability to the Client in respect thereof and the Client may not reject the Products if notice is not given by the Client as aforesaid.
2. The Client shall pay all shipping and delivery costs in respect of any Products returned to the Company by the Client under Condition 18.1 above.
3. The Company shall be under no liability in respect of any defect arising from fair wear and tear, or any wilful damage, negligence, subjection to normal conditions, failure to follow the Company's instructions (whether oral or in writing), attempts to install by a person other than a qualified installer, misuse or alteration of the Products without the Company's approval, or any other act or omission on the part of the Client, its employees or agents or any third party.
4. Products, other than defective Products returned under Conditions 18.1 or 18.2 or Products returned following cancellation under Condition 12.1, returned by the Client and accepted by the Company may be credited to the Client at the Company's sole discretion and without any obligation on the part of the Company.
5. Subject as expressly provided in these Conditions, and except where the Products are sold under a consumer sale, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
6. The Client shall be responsible to ensure that, except to the extent that instructions as to the use of the Products are contained in the packaging or labelling of the Products, any use of the Products by the Client is carried out in accordance with directions given by the Company or any competent governmental or regulatory authority and the Client will indemnify the Company against any liability loss or damage which the Company might suffer as a result of the Client's failure to comply with this condition.

19. Client's Obligations

In order to enable the Company to perform its obligations the Client shall:

1. by the date of the Order provide its full details of a valid credit card to the Company and inform the Company immediately of any change to those details;
2. co-operate with the Company and comply with its reasonable requirements;
3. furnish the Company promptly upon receipt of a request such information as the Company may reasonably require for the provision of the Services;
4. ensure the accuracy and validity of all information provided to the Company;
5. ensure that the Products provided by the Company shall not be modified, changed or removed without prior written permission of the Company. Where such equipment is modified, changed or removed then the cost of restoring or replacing the equipment shall be recovered from the Client;
6. at its own cost obtain all permissions, licences and consents which may be required for it to use the Products and Services prior to the Commencement Date.

20. Liability

1. If the Company fails to perform the Services with care and skill it will carry out remedial action at no extra cost to the Client. If no remedial action is possible the Company will pay for the damage caused.
2. The Client shall indemnify the Company against all damages, costs, claims and expenses suffered by the Company arising from loss or damage to any equipment (including that of third parties) caused by the Client, or its agent or employees.
3. Where the Client consists of two or more persons such expression throughout shall mean and include such two or more persons and each or any of them. All obligations on the part of such a Client shall be joint and several obligations of such persons.
4. Each party shall be liable to pay to the other damages for any breach of the Contract and all expenses and costs incurred by that party in enforcing its rights under the Contract.

21. Communications

1. All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax or sent by electronic mail:
   • (in the case of communications to the Company) to its registered office or such other address as shall be notified to the Client by the Company; or
   • (in the case of communications to the Client) to its registered office if it is a company or in any other case to the address of the Client set out in the Invoice or such other address as shall be notified to the Company by the Client.
2. Communications shall be deemed to have been received:
   • if sent by pre-paid first class post, two Business Days after posting (exclusive of the day of posting); or
   • if delivered by hand, on the day of delivery; or
   • if sent by fax or electronic mail on a Business Day prior to 4.00 pm, at the time of transmission and otherwise on the next Business Day.

22. Force Majeure

1. In the event that either party is prevented from fulfilling its obligations under the Contract by reason of any supervening event beyond its control including but not limited to war, national emergency, flood, earthquake, strike or lockout (except where such strike or lockout has been induced by the party so incapacitated) the incapacitated party shall not be deemed to be in breach of its obligations under the Contract provided it immediately gives notice of this to the other party and takes all reasonable steps to resume performance of its obligations.
2. If and when the period of such incapacity exceeds 6 months then the Contract shall automatically terminate unless the parties first agree otherwise in writing.

23. Waiver

No waiver by the Company of any breach of the Contract by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.

24. Severance

If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.

25. Variation

No variation in the provisions of the Contract shall be of any effect unless made in writing and signed on behalf of the Client and the Company.

26. Third Party Rights

A person who is not a party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.

27. Governing Law and Jurisdiction

These Conditions shall be governed by the laws of England and Wales and the parties agree to submit to the exclusive jurisdiction of the English and Welsh courts.