Terms and Conditions


1.  General
1.1 These Conditions shall form the basis of the contract between the Seller (myCloud Media Ltd) and the Buyer (You) in relation to the sale of Goods and Services, to the exclusion of all other terms and conditions including the Buyer’s standard conditions of purchase or any other conditions which the Buyer may purport to apply under any purchase order or confirmation of order or any other document.
 1.2 Any Special terms or conditions sought to be imposed by either party shall be incorporated into the Contract / Order Confirmation but shall have no effect unless agreed to in writing by both parties.
 1.3 We may, as your agent, directly or through an intermediary ask another contractor ("Third Party Contractor") to carry out some or all of any work which you instruct us to carry out for you. We shall pay the reasonable charges of Third Party Contractors on your behalf and recharge them to you with our own fees. We will ensure that the Third Party Contractor fees which are recharged to you are in line with the fees we will have quoted to you, had we done the work ourselves. We will take all reasonable care in selecting and instructing a Third Party Contractor.
 1.4 Conditions represent the whole of the agreement between the Seller and the Buyer.  They supersede any other conditions previously issued. 

2.   Prices
2.1 The price for the supply of Goods and Services are set out in the Order Confirmation. We shall invoice you on delivery. Invoiced amounts shall be due and payable once the Goods and/or Services have been delivered to the agreed terms.
2.2 We shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 17.5% per annum above the base rate of the Bank of England.
2.3 The price of the Goods and Services is exclusive of Value Added Tax which shall be charged at the rate prevailing at the relevant tax point.

3. Risk
As soon as we have delivered the Goods or Services, you will be responsible for them and we will not be liable for their loss or destruction. Therefore, you would need to take necessary steps to insure the items. If you delay a delivery, our responsibility for everything other than damage due to our negligence will end on the date we agreed to deliver them.

4. Goods and Services
The quantity and description of the Goods and/or Services shall be as set out in the Seller’s Order Confirmation.

5.  Ownership of the Goods
You will only own the Goods once they have been successfully delivered and when we have received cleared payment in full. Goods supplied are not for resale unless agreed in writing between the two parties.

6.  Delivery
6.1 We will deliver the Goods and/or Services to the address you specify for delivery in your order. It is important that this address is accurate. Please be precise about where you would like the Goods left if you are out when we deliver. We cannot accept any liability for any loss or damage to the goods once they have been delivered in accordance with your delivery instructions (unless this is caused by our negligence). We will aim to deliver the Goods and/or Services by the date quoted for delivery but delivery times are not guaranteed. If delivery is delayed due to any cause beyond our reasonable control, the delivery date will be extended by a reasonable period and we will contact you to arrange an alternative time.
6.2 The Seller shall not be liable to the Buyer for any loss or damage whether arising directly or indirectly from the late delivery or short delivery of the Goods and/or Services.  If short delivery does take place, the Buyer undertakes not to reject the Goods and/or Services but to accept the Goods and/or Services delivered as part performance of the contract.
6.3 If the Buyer fails to take delivery of the Goods on the agreed delivery date or, if no specific delivery date has been agreed, when the Goods are ready for despatch, the Seller shall be entitled to store and insure the Goods and to charge the Buyer the reasonable costs of so doing.

7.  Performance
7.1 If in our opinion it is not reasonably practicable for any reason to carry out any of the work we are instructed to carry out, we shall be entitled to refrain from carrying out or completing such work and will consult with you as to what if any work is to be undertaken. We will, if requested by you, provide a written explanation as to why any work is not considered to be reasonably practicable.
7.2 If the cost to us of carrying out the work is subsequently increased by reason of increases in the cost materials and/or labour and/or any other factor outside our control, then we shall notify you before undertaking any work to which the increase will apply. If you require us to discontinue the work, you shall only be required to pay us for the work already carried out.

8. Acceptance of the Goods
8.1 The Buyer shall be deemed to have accepted the Goods after delivery to the Buyer. 
8.2 The Buyer shall carry out a thorough inspection of the Goods within [48 hours] of delivery and shall give written notification to the Seller within 5 working days of delivery of the Goods of any defects which a reasonable examination would have revealed.
8.3 Where the Buyer has accepted, or has been deemed to have accepted, the Goods the Buyer shall not be entitled to reject Goods which are not in accordance with the contract. 

9. Title and risk
9.1 Risk shall pass on delivery of the Goods to the Buyer’s address.
9.2 Notwithstanding the earlier passing of risk, title in the Goods shall remain with the Seller and shall not pass to the Buyer until the amount due under the invoice for them (including interest and costs) has been paid in full.
9.3 The Seller may at any time before title passes and without any liability to the Buyer:
9.3.1 repossess and dismantle and use or sell all or any of the Goods and by doing so terminate the Buyer’s right to use, sell or otherwise deal in them; and
9.3.2 for that purpose (or determining what if any Goods are held by the Buyer and inspecting them) enter any premises of or occupied by the Buyer.
9.4 The Seller may maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Buyer.

10.  Payment
Unless the Agreement provides otherwise, the price for the Goods and/or Services shall be payable as agreed in the Order Confirmation and relevant invoice.  The time stipulated for payment shall be of the essence of the Agreement. Failure to pay within the period specified shall entitle us to write to you upon the expiration of seven days notice after the due date, to charge you for costs and expenses incurred in recovering late payments, and to charge interest at the rate then in force pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 as at the due date.

11.  Warranty
We warrant that the Services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.

12.  Right to Cancel
12.1    We will permit you to cancel this Agreement by sending written notice no later than 7 days after the date on which the Order Confirmation has been signed. If you request cancellation at a later date, then unless we are in breach of contract, we have the right to refuse or retain all or part of your deposit as a contribution towards any losses or costs we suffer as a result of the cancellation.
12.2 You cannot cancel this Agreement if the Services you have ordered are newspaper or magazine advertisements placed via 3rd party organisations or relate to Services where prior commitment to secure 3rd party services is required.
12.3 If you have received Goods before you cancel this Agreement then [unless, under clause 12.2, for which you do not have a right to cancel] you must send the Goods back to our contact address at your own cost and risk. If you cancel this Agreement but we have already processed the goods for delivery you must not unpack the Goods when they are received by you and you must send the Goods back to us at our contact address at your own cost and risk as soon as possible.
12.4 Once you have notified us that you are cancelling this Agreement, any sum debited to us by BACS payment will be re-credited to your account as soon as possible and in any event within 30 days of your order PROVIDED THAT the Goods in question are returned by you and received by us in the condition they were in when delivered to you. If you do not return the Goods delivered to you or do not pay the costs of delivery, we will be entitled to deduct the direct costs of recovering the Goods from the amount to be re-credited to you.
12.5 You will be re-credited for the costs incurred in returning faulty or unsatisfactory Goods.
12.6  We reserve the right to cancel the Agreement between us if:
12.6.1 we have insufficient stock to deliver the Goods you have ordered;
12.6.2 we do not deliver to your area; or
12.6.3 one or more of the Goods you ordered was listed at an incorrect price due to a typographical error or an error in the pricing information received by us from our suppliers.

13. Governing Law and Jurisdiction
Parties to this Agreement agree to submit to the exclusive jurisdiction of the courts of England and Wales.

14. Third Party Rights
Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.

15.  Changes to Terms and Conditions of Business
We reserve the right to make minor changes to this Agreement from time to time. Any major changes will only be made with your agreement.

16. Data Protection
You consent to the computer storage and processing of your personal data by us in connection with this Agreement and to the transmission of this data across the company and its business partners for the purposes of our legitimate interests including statistical analysis, marketing of our services and credit control. If you breach this Agreement, your personal data may be disclosed or passed to third parties to the extent necessary to assist recovery procedures.