Standard terms and conditions for supply of products and services.

1. Application:

a) Definitions:

“BOM” means BOM Group Limited, a company incorporated and registered in England and Wales with company number 615993, whose registered office is at Clue House, Petherton Road, Hengrove Bristol, BS14 9BZ.

“Business Day” means a day other than a Saturday, Sunday, or public holiday in England, when banks in London are open for business.

“Commencement Date” has the meaning given in clause 3(c).

“Contract” means the contract between BOM and the Customer for the supply of Products and/or Services in accordance with these Terms.

“Customer” means a person or firm who purchases the Products and/or Services from BOM.

“Order” means the Customer’s order for Goods and/or Services.

“Products” means hardware and other tangible goods supplied by BOM to the Customer.

“Quotation” means BOM’s written quotation to the Customer for Products and/or Services.

“Services” means the Software and/or the provision of related services.

“Software” means the computer software more specifically described in the Order.

“Terms” means the terms and conditions set out in this document as amended from time to time.

b) These Terms apply to the supply of Products and/or Services by BOM to the Customer. Unless otherwise agreed in writing by BOM, these Terms will form the terms of any Contract between BOM and the Customer.

2. Software & Services:

a) Where BOM supplies Services to the Customer, the Customer acknowledges that the supply of those Services is governed by applicable third-party license terms for their use or by BOM’s own service terms.

b) The Customer undertakes to, and shall ensure that its authorised users, use the Service in accordance with those license and service terms and any other reasonable operating instructions as may be notified by BOM or the supplier to the Customer.

c) These Terms shall also apply to the supply of the Services except to the extent that they are inconsistent with the relevant license or service terms.

3. Offer & Quotation:

a) The Customer shall place Orders in accordance with and pursuant to the procedures set out in this clause 3.

b) The Order constitutes an offer by the Customer to purchase Products and/or Services in accordance with these Terms.

c) An Order shall only be accepted when BOM issues written acceptance of the Order, at which point and on which date the Contract shall come into existence (“Commencement Date”).

d) BOM reserves the right, in its absolute discretion, to decline to accept any Order from the Customer. No Order accepted by BOM may be cancelled by the Customer except with written agreement of BOM and provided always that the Customer reimburses BOM for all costs and expenses it incurs as a result of such cancellation.

e) The Quotation does not constitute an offer and is only valid, unless previously withdrawn, until the date shown on a valid Quotation.

4. Price:

a) The contract price for the Products and/or Services shall be the price set out in the Order (“Contract Price”), and BOM may, at any time, increase or adjust the cost of the Products and/or Services to be provided based on any change in quantities or other terms which did not form part of the Quotation.

b) The Contract Price is exclusive of VAT, and BOM will add VAT and any other taxes or duties applicable to the invoice, which shall be paid by the Customer. Unless otherwise specified by BOM, the cost of carriage of Products to the Customer’s premises is included in the Quotation.

c) For ongoing services (such as Product or Service support or maintenance), BOM shall have the right to change the periodic charge on giving sixty days’ notice to the Customer effective on or after the first anniversary of the Commencement Date.

5. Payment:

a) If payment terms are not otherwise specified in writing by BOM, payment shall be made within 30 days from the invoice date. BOM reserves the right at any time to revoke any credit previously extended if, in BOM’s judgment, the Customer’s financial condition or payment record does not warrant proceeding on the terms specified.

b) Time for payment of any sums due by the Customer under the Contract shall be of the essence, and BOM has the right to suspend or terminate the supply of Products and/or Services, in accordance with clause 11, and without prejudice to any other rights of BOM under the Contract, if the Customer defaults in paying any sum due.

c) If the Customer fails to make a payment due to BOM under the Contract by the due date, then, without limiting BOM’s remedies under the Contract, the Customer shall pay interest on the overdue sum at the rate of 4% above the Bank of England’s base rate. This will be taken from the due date until payment of the overdue sum, whether before or after judgment.

6. Customer’s Obligations:

a) The Customer shall:

(i) Cooperate with BOM in all matters relating to the Contract;

(ii) Provide BOM, its employees, agents, consultants, and subcontractors, with access to the Customer’s premises and other facilities as reasonably required by BOM to provide the Products and/or Services;

(iii) Provide BOM with such information and materials as BOM may reasonably require in order to supply the Products and/or Services (including any rules or regulations relating to health and safety applicable to any of the Customer’s premises and other facilities) and shall ensure that such information is complete and accurate in all material respects.

7. Delivery & Risk:

a) BOM will use all reasonable endeavours to meet its quoted delivery dates in the Order, but such dates are approximate, not guaranteed, and the Customer acknowledges that the time of delivery is not of the essence. BOM shall have the right to change the delivery date if the Customer requests any change to the Order.

b) BOM’s failure to meet a delivery date shall not constitute a breach of contract, and BOM shall not be liable for any delay in delivery that is caused by the Customer’s failure to provide BOM with adequate delivery instructions.

c) Risk of loss or damage (including any corruption of Software or data) shall pass to the Customer when the Products and/or Services are delivered to the Customer. Any alleged shortage or damage to the Products and/or Services on delivery to the Customer shall be reported to BOM within 3 Business Days of delivery.

d) If the Products and/or Services are to be delivered in instalments, each delivery shall constitute a separate contract. Failure by BOM to deliver an instalment, or a claim by the Customer in respect of an instalment, shall not entitle the Customer to cancel any other instalment or to terminate the Contract.

e) If the Customer refuses to accept any delivery from BOM, the Customer shall reimburse BOM for all losses, costs, and expenses it incurs as a result of such refusal.

8. Title & License:

a) Title to Products shall not pass to the Customer until BOM has received in cash or cleared funds payment in full.

b) Until title to the Products has passed to the Customer in accordance with clause 8(a), the Customer shall:

(i) Hold the Products as bailee for BOM;

(ii) Maintain the Products in satisfactory conditions; and

(iii) Keep the Products secure and insured against all risks at full replacement value from the date of delivery.

c) At any time before title to the Products passes to the Customer, BOM may repossess any Products for which payment is overdue and, for this purpose, its employees and agents may enter any Customer premises or other facilities where the Products are situated in order to recover the Products.

d) All rights whatsoever (including copyright, database rights, and any other rights, whether recognised by present law or only by future law) throughout the world in the Services, including program code and data of the Software, text, tabulations, and graphical images supplied under the Contract shall remain with BOM or its third-party licensor.

e) The Customer’s right to use any Software supplied under the Contract shall be governed by the applicable license terms of BOM or the third-party licensor. Neither copying the Software in whole or in part, except to provide back-up and to implement the licensed use, nor modifying it, is permitted unless expressly authorised in writing in the license terms. All such rights shall cease forthwith upon payment for the Software becoming overdue or upon breach of this clause 8(e).

9. Warranty:

a) Provided that in respect of equipment supplied to BOM by a third party, the Customer shall be entitled only to the benefit of any warranty given by that third party and subject to the conditions set out below BOM warrants that:

(i) The Products will correspond with their specification at the time of delivery and will be free from defects in materials and workmanship for a period of 12 months following delivery; and

(ii) The Services will correspond with their specification for a period of 90 days following delivery.

b) BOM shall not be liable under the above warranty:

(i) If the defect arises from a design, drawing, or specification supplied by the Customer; or

(ii) If the Customer has failed to follow any of BOM’s operating instructions as to the storage, commissioning, installation, or maintenance of the Products or Services;

(iii) If a defect arises in the Products or Services as a result of fair wear and tear, misuse, accidental or wilful damage, or storage; (iv) If the Products or Services are modified or repaired in any way by any person or firm other than BOM or its authorised agent (unless the Customer has obtained the prior written consent of BOM);

(v) If the Customer has not paid in full for the Products or Services; or

(vi) In respect of any battery in the Products or damage caused by leakage from a battery.

c) If the Customer returns any Product to BOM under warranty terms or otherwise, the Customer shall pay all costs of carriage.

d) Except as expressly set out in these Terms, all conditions, warranties, and representations (including but not limited to any conditions or warranties of satisfactory quality or fitness for any particular purpose) expressed or implied (whether by statute, common law, course of dealings, or otherwise) in relation to the Products or Services are hereby excluded to the fullest extent permitted by law.

10. Liability:

a) This clause 10 sets out BOM’s entire liability (including any liability for the acts and omissions of its employees, agents, and sub-contractors) to the Customer, its agents, employees, and sub-contractors in respect of any breach of its contractual obligations and any representation, statement, or tortious act or omission including negligence arising under or in connection with the Contract.

b) Nothing in these Terms limits BOM’s liability to the Customer for:

(i) Fraud or fraudulent misrepresentation;

(ii) Death or personal injury caused by negligence; or

(iii) Any other liability that cannot be limited by law.

c) Subject to clause 10(b), BOM’s liability to the Customer will not exceed the lower of the Contract Price or £250,000.

d) BOM shall in no circumstances be liable to the Customer in respect of any loss of profits, loss of business or sales, goodwill, or any type of special indirect or consequential loss (including business interruption, loss of business information or data, and loss or damage suffered by the Customer as a result of any action brought by a third party).

11. Term & Termination:

a) Without prejudice to any other right to which it may be entitled, BOM may suspend delivery of the Products and/or Services and/or give notice in writing to the Customer terminating a Contract with immediate effect if:

(i) The Customer is in material breach of any of its obligations under the Contract and fails to remedy such breach (if remediable) within thirty (30) days of notice in writing requiring such remedy;

(ii) The Customer makes any composition with its creditors or has an administrative receiver appointed of any of its assets or if an order is made or a resolution is passed for the winding-up of the Customer or an order is made for the appointment of an administrator or, being a natural person or partnership, becomes insolvent or enters into any arrangement with his creditors or has a bankruptcy petition presented against him;

(iii) The Customer suspends, threatens to suspend, ceases, or threatens to cease to carry on all or a substantial part of its business;

(iv) The Customer becomes unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

(v) The Customer fails to pay any amount due under the Contract on the due date for payment; or

(vi) The Customer or its authorised users misuse the Services in breach of clause 2(b).

b) On termination of the Contract, howsoever arising, the Customer shall immediately pay to BOM all of the outstanding unpaid invoices and interest and, in respect of Products and/or Services supplied but for which no invoice has been submitted, BOM shall submit an invoice, which shall be payable by the Customer immediately on receipt.

c) Neither party shall be relieved or discharged from any obligation which accrued prior to termination of the Contract, howsoever arising, and shall not prejudice the effect of any of the provisions of the Contract that expressly or by implication come into or continue in effect on or following termination.

12. Confidentiality:

a) Each party undertakes that it shall not at any time during the Contract, and for a period of one year after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients, or suppliers of the other party except: (i) to its employees or representatives who need to know such information for the purposes of performing or benefiting from the Contract and provided that they comply with this clause 12; or (ii) as required by law, a competent court, or any governmental or regulatory authority.

b) No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

c) The provisions of this clause shall not apply to any confidential information that:

(i) Is or becomes generally available to the public (other than as a result of its disclosure in breach of this clause);

(ii) Was available to the receiving party on a non-confidential basis before disclosure by the disclosing party; or

(iii) The parties agree in writing is not confidential or may be disclosed.

13. Representation:

The Customer acknowledges that in entering into the Contract, the Customer has not relied on any documentation, statement, or representation (whether innocent or negligent) given or made by or on behalf of BOM other than documentation specifically identified by BOM as applying to the Contract.

14. Force Majeure:

Neither party shall be in breach of its obligations under the Contract or liable for any delay, loss, or damage due to any cause beyond its reasonable control, including but not limited to acts of nature, Government intervention, strikes and lockouts, and delays or failures by suppliers. In such circumstances, the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.

15. Assignment:

a) The Customer may not assign the Contract or any rights or claims thereunder without BOM’s prior written consent. BOM shall have the right to assign its rights under the Contract and to subcontract any of the services to be provided thereunder.

16. Waiver:

Failure by either party to exercise or enforce any rights under the Contract shall not be or be deemed to be a waiver of any such right nor prevent enforcement thereof thereafter.

17. Severability:

a) The invalidity or unenforceability of any provision of the Contract shall not affect the other provisions which shall be construed in all respects as if such invalid or unenforceable provision had been omitted.

18. Entire Agreement:

The Contract constitutes the entire agreement between the parties, applies to the exclusion of all other terms and conditions, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.

19. Variation:

No variation of the Contract shall be effective unless it is in writing and signed by BOM and the Customer

20. Notices:

a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

(i) Delivered by hand or by pre-paid first-class post or other next Business Day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(ii) Sent by email to info@bom.co.uk in the case of BOM, and to the Customer’s nominated email address.

b) Any notice shall be deemed to have been received:

(i) If delivered by hand, at the time the notice is left at the proper address;

(ii) If sent by pre-paid first-class post or other next Business Day delivery service, at 9.00 am on the second Business Day after posting; or

(iii) If sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume (in this term, “business hours” means 9.00 am to 5.00 pm on a Business Day).

c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

19. Variation:

No variation of the Contract shall be effective unless it is in writing and signed by BOM and the Customer.

21. Third Party Rights:

The parties agree that the Contract shall not create any rights for any third party and that the provisions of the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Contract.

20. Law:

The Contract shall be governed by, and construed in accordance with, the laws of England and Wales, the parties shall submit to the jurisdiction of the courts of England and Wales.