Legal Full Terms & Conditions
When you ask us to provide goods or services, and we agree and accept your order, a contract is formed between us and you. The terms of any contract that we agree with you are as detailed in this web page and the associated web pages detailed below. You should make sure you are happy with these terms before placing an order with us.
These terms are $Revision: 220178 $ $Date: 2017-02-01 15:38:40 +0000 (Wed, 01 Feb 2017) $
- For purchase (and shipping) of goods, our terms for supply of goods apply.
- For purchase of services (including ADSL/internet), our terms for supply of services apply.
- For all internet services (including ADSL), our Acceptable Use Policy also applies.
- We also have standard supplier terms.
If you are not happy with any of the terms or require any clarification of the terms please contact us. Whilst this is a standard contract, we are happy to consider changes generally or to meet your specific circumstances.
Where we agree a variation to this standard agreement it must be in writing signed by a director, or an email electronically signed by a director, and such changes will take precedence over these terms.
This agreement is written in plain English and should be read as such. This agreement is subject to English law.
We have used the terms we, us, our, etc to mean Andrews & Arnold Ltd, and you, your, etc to mean the customer with whom we are agreeing to provide goods and/or services. We are Andrews & Arnold Ltd, a company registered in England and Wales number 3342760. For internet services we also trade as AAISP and may also be called A&A.
We have tried to make the terms in this agreement general and easy to understand. The terms should be read as a statement of what we intend and read to the full extent that the law permits. If a term is not valid in some context, it should be read to the full extent that it is valid, or possibly only applying to a narrower context which allows it to be valid. We are happy to accept any constructive feedback on these terms that would help improve the clarity or legality of these terms.
Limitations of liability
Things can break: We understand that ongoing operation of goods and/or services we provide can be important to you but we expect you to understand that such goods and services can fail for a variety of reasons. It is also possible for us to make mistakes. As such we expect you to take whatever precautions or insurances against such failure or mistakes as you see fit, including situations where we may be negligent.
Excluding liability: It is our intention in this contract to limit or exclude liability as much as possible under law. We specifically exclude liability for both direct and indirect loss of profits, revenue, business or data, and for all indirect, special or consequential losses. The extent of such exclusions may depend on whether you are a consumer or business customer.
Negligence: If we are negligent, then we accept that we may have some liability in some cases. We require you to clearly demonstrate we have been negligent in such cases. We require you to demonstrate actual losses for your claim. We require you to take all reasonable steps to minimise your losses.
Money back: Where we have a liability, we limit our liability to a refund of the amount paid for the failed goods or services (a money back guarantee). You agree to this limit whether we are negligent, or not, and even for liabilities that somehow occur when we are not in breach of contract with you.
In the case of on-going services this limit of liability is the pro-rata charge we have made for the period each specific service was not adequately provided, and then only from when the problem was reported to us, and only then after allowing reasonable time for us to get the problem rectified.
If an incident relates to an ongoing service but not a specific time frame, then we limit our liability to the charges you have paid for the related service for a one month period.
If we are providing a resilient or redundant service package so that overall services continue in some way when part of the service fails - then the liability only relates to a period where the service as a whole has failed (i.e. all of the redundant parts have failed).
Claims via someone else: You agree that our liability is also limited in respect of any claim you make indirectly or via any third party (such as a bank or insurance company) and agree to indemnify us against charges above that liability in any such claim.
Awards instructed by third parties: Whilst we may choose to offer a good will credit at our discretion, you agree that if we are not in breach of contract then we have no liability to compensate you at all. However, if, somehow, we still have some liability, you agree that our liability is limited as above. You also agree that the limits of liability apply if you take a case to alternative dispute resolution and you will not accept any award in excess of these agreed limits. This does not stop you taking cases to ADR if you have a right to do so. This does not stop you accepting any awards that are within what you have agreed as our limit of liability in this contract. We are simply expecting you to stick to what has been agreed, which is the whole point of having a contract.
These terms do not affect your statutory rights, and apply to the full extent that the law permits them to within those rights.
Safety of life
We accept that we cannot limit or exclude liability for death or personal injury resulting from our negligence. You agree not to use any services in situations where a failure of such services could result in death or personal injury, and to indemnify us against any claims if you do use services in such a way. We may immediately terminate services if we find that you are using services in such a way or have otherwise lied to us when ordering services. You are liable for any termination charges and minimum term charges in such case.
The standard prices for the service are published on our web pages. Our web site makes it clear if the prices quoted are inclusive or exclusive of VAT. We show VAT inclusive prices on our web site for services aimed at consumers.
Consumer invoices normally show VAT inclusive prices. Commercial invoices are normally show VAT exclusive unit prices with VAT added to the total at the end. As such the total price for multiple items may differ by a few pence between commercial to consumer invoices for the same goods/services.
The web site is not to be taken as an offer in the contractual sense, but is merely an invitation for you to make an offer to purchase goods or services from us, which we may decline for any reason. Our automated responses to orders should not be taken as an indication that we have accepted your order.
If taking a settlement discount (or any discount) is part of your standard terms and you think we have somehow agreed those standard terms then any and all prices we quote on the web site or a quotation are those after deduction of your discount.
Effect of a VAT rate change
Some of our prices are based on a VAT Exclusive value and some of them are based on a VAT Inclusive value. This does not depend on the way you are billed. If there is a change of VAT rate then the price we have for our service does not automatically change. As such, if a service is based on VAT inclusive value then the VAT inclusive price does not change by the VAT exclusive price does. Similarly, if a price is based on VAT exclusive value then the VAT exclusive price does not change but the VAT inclusive price does. In the event of a significant VAT change we would aim to adjust prices as well, but this may not be at the same time or exactly the same amount. We indicate on the web site where a price shown is VAT inclusive and based on a VAT exclusive value or shown VAT exclusive and based on a VAT inclusive value.
The VAT rate that applies is the VAT rate applicable at the actual tax point of the invoice issued. We reserve the right to make reasonable price adjustments because of a VAT rate change.
For ongoing services we will issue an invoice periodically (e.g. monthly). You may also receive additional bills for one-off charges, equipment or other services. We may also issue interim invoices for usage based services where the usage has reached a significant level. We normally issue invoices in advance on the first day of the period being billed. We may issue them several days before the start of the period covered. We have a number of billing options.
We may, in some cases, issue quarterly or annual invoices as 3 or 4 separate invoices issued on the same date with the same terms, one for each month or quarter of the period covered. These can be paid with a single payment. Whilst we normally allow you to choose your billing period, we can insist on calendar monthly billing if we wish, but this will usually only be if there has been some problem with your payments.
Bills may be for a partial period (e.g. 1.5 months) at the start or end of a service, or if changing billing cycle. For ongoing services, whole days are considered only, with a part day counting as a whole day. A partial bill for monthly, quarterly or annual billing considers each day covered to be a proportion of its month (e.g. days in February are 1/28th or 1/29th of a month). For billing cycles based on weeks, each day is considered to be 1/7th of a week. For lunar bills each day is 1/29th or 1/30th of a lunar month based on our calculation of full moon date as the first day of the lunar month.
You are expected to read the invoices and statements we send you and contact us promptly if you believe there is any error.
Each invoice states the payment terms, and you must ensure payment actually reaches us or our bank within the payment terms. This is your responsibility, so you should allow yourself time to resend payment if it is lost in the post or a card payment is not authorised or other such eventualities.
You must ensure your payment quotes our account reference for you (e.g. A1234A) as quoted on your invoice and statement. This is to be written on the back of cheques sent, or included as a payment reference in any electronic payments. The payment will then be applied in full to the one specified account. If you pay by any form of bank transfer the date shown on our bank statement is considered to be the date you paid - this is important if using the Fast Payment system to send payments late at night or over a weekend as the statement date will be the next banking day. Our staff cannot usually see if you have made a payment until the next working day.
If you are paying less than £20 per month for ongoing services we expect you to pay by Direct Debit. Some tariffs require Direct Debit payment only.
Unless we agree otherwise, invoices are due for payment immediately. We are prepared to agree terms such as 14 days, 30 days or end of following month at our discretion. Credit is not automatic or a right and we may withdraw or change credit terms for future invoices if we wish. If you do not agree to the terms stated on the invoice you must contact us immediately.
Invoices issued for immediate payment must be paid promptly, and arrive no later than 7 days from issue of the invoice. We consider this to be sufficient time for a cheque, BACS transfer, fast payment transfer or other form of payment even allowing for public holidays, etc.
Clawed back payments
With card payments or direct debit payments it is possible for you to claw back or reject the payment at a later date. This happens if you ask the bank for a refund for any reason, such as a claim under the Direct Debit guarantee.
There really should be no reason for a claw back or rejection. If we have mistakenly taken payment from you, please contact us and we will immediately return the incorrect payment. We are also happy to pay you any bank charges that you have been charged because of the mistake, up to the admin fee we charge (£5.00).
It is also important to note that any returned or clawed back payment is cancelled on your account with us, making it as though the payment was not made at all. You will still owe us for the goods or services provided, and you may become liable for late payme