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Terms & Conditions

Standard Terms & Conditions, April 2010.  

PARALLEL IT SOLUTIONS LTD. Tel: 0151 601 8486.  Fax: 0871 750 1418. Company No.:6393822.  UK VAT Registration No.: 883686857

These Conditions are the terms of business agreed between Parallel IT Solutions Ltd. and the person, firm or company who has requested Parallel IT Solutions Ltd. to supply Products and Services ("the Customer") and shall be incorporated by reference, deemed a part of, and govern all Orders and all matters for the supply of Products and Services between the parties. Parallel IT Solutions Ltd. and the Customer, intending to be legally bound, agree as follows:

1. DEFINITIONS
1.1. In these Conditions, unless the context otherwise requires:
“Customer System” means the Customer’s information technology infrastructure.  "Delivery" means physical delivery of the Products to the Site and/or completion of the Services.  "Order" means the document setting out the Products, Services, Price and any further detail concerning their supply to the Customer.  "Price" means the payment due by the Customer to Parallel IT Solutions Ltd. for all the Products and Services including software license fees (if any) to be paid in accordance with an Order.  "Products" means the equipment, accessories or other products specified in an Order.  "Project Manager" means the authorised representative of either party stated in an Order.  "Services" means installation and/or configuration of the Products following Delivery as specified in an Order or any other services set out in an Order.  "Site" means the location identified in an Order where the Products and Services are to be Delivered.  "Software" means the software (if any) identified in an Order to be supplied to the Customer.  "Subcontractor" means any subcontractor to whom the execution of any part of the Delivery is assigned by Parallel IT Solutions Ltd.

2. PRODUCTS AND SERVICES
2.1. Parallel IT Solutions Ltd. agrees to2.1.1. supply the Products and Services set out in Orders accepted by Parallel IT Solutions Ltd. from time to time;
2.1.2. deliver the Products and Services at the Site in accordance with the dates for Delivery (if any) specified in the Order;
2.1.3. obtain for the Customer the non-exclusive right to use Software (if any) in accordance with an Order or the applicable Software licensor’s license agreement.
2.2. The parties agree that the Products and Services to be supplied by Parallel IT Solutions Ltd. are limited to those specified in an Order only, and do not include hardware and/or software repair, maintenance and support services. Purchase of Software upgrades, revisions, bug-fixes, patches and other similar products and services are not included in the Price unless otherwise specified in the Order and shall be the responsibility and at the expense of the Customer.

3. TERMINATION OF AN ORDER  
3.1 Either party may terminate contracts formed by an Order at any time with immediate effect by giving written notice to the other if the other shall present a petition or have a petition presented for its winding up or shall have a liquidator, receiver or administrative receiver or administrator appointed of the whole or any part of its assets or business or an order or resolution is made for its dissolution or liquidation (or the dissolution or liquidation of any of its affiliates), other than for the purpose of solvent amalgamation or reconstruction.
3.2 Termination of an Order or any part thereof by either party shall not prejudice any remedy that either party may have, at law or in equity. In the event of such termination, (a) all amounts owed to Parallel IT Solutions Ltd. for time, expenses and costs incurred by Parallel IT Solutions Ltd. shall immediately become due and payable and, (b) the Customer shall also pay Parallel IT Solutions Ltd. for any reasonable costs resulting from such termination.
3.3 If Parallel IT Solutions Ltd. is in material breach of any term of the Order the Customer shall:
3.3.1 notify Parallel IT Solutions Ltd. in writing (including sufficient detail to permit Parallel IT Solutions Ltd. to identify the breach);
3.3.2 co-operate with Parallel IT Solutions Ltd. and permit Parallel IT Solutions Ltd. no less than 30 days in which to make reasonable commercial efforts to correct the breach; and
3.3.3 if, after the expiry of this time period and despite Parallel IT Solutions Ltd.’ commercially reasonable efforts, Parallel IT Solutions Ltd. has been unable to correct the breach the Customer may terminate an Order with immediate effect by notice in writing.
3.4 If the Customer is in material breach of any term of the Order Parallel IT Solutions Ltd. shall be entitled to suspend the supply of Products and Services to the Customer until such time as the Customer has corrected the breach. If the Customer fails to correct any breach within 30 days, Parallel IT Solutions Ltd. may, at its sole discretion, immediately terminate an Order by notice in writing.
3.5 In the event of any material breach by the Customer of any term of the Order that is incapable of remedy Parallel IT Solutions Ltd. shall be entitled to terminate the Order with immediate effect by giving notice in writing to the Customer.

4. SITE PREPARATION  
4.1 The Customer shall prepare the Site in accordance with Parallel IT Solutions Ltd.’ requirements to enable Parallel IT Solutions Ltd. to deliver, and ensure the Customer System is compatible with, the Products and Services and shall, upon notice from Parallel IT Solutions Ltd., correct any deficiencies in such preparation. All costs of preparing and correcting deficiencies in the Site (such as construction, electrical and cabling) and the Customer System will be the responsibility of the Customer. If requested by the Customer, Parallel IT Solutions Ltd. shall prepare or inspect the Site and such work will be charged to the Customer as an Additional Charge.
4.2 If during or before Delivery Parallel IT Solutions Ltd. encounters at the Site any conditions which would result in an increase in the cost of performing its obligations under an Order, then Parallel IT Solutions Ltd. shall give the Customer’s Project Manager notice of the conditions and of Parallel IT Solutions Ltd.’ anticipated additional charge under this sub-clause as soon as practicable after becoming aware of the unforeseen conditions.
4.3 It shall be a condition precedent to any Price increase under this clause that Parallel IT Solutions Ltd. gives written notice. Provided such notice is given by Parallel IT Solutions Ltd., then any additional cost incurred by Parallel IT Solutions Ltd. in performing its obligations under the Agreement in consequence of the conditions specified in such notice, plus a reasonable profit thereon, shall be paid to Parallel IT Solutions Ltd. as an addition to the Price.

5. SITE ACCESS  
5.1 The Customer shall give Parallel IT Solutions Ltd. (including its employees and sub-contractors, and their vehicles and equipment) access to the Site at all times to assist Delivery and allow Parallel IT Solutions Ltd. to perform its obligations set out in an Order.
5.2 Parallel IT Solutions Ltd. shall permit the Customer (including its Project Manager, servants and agents) to enter the Site at all reasonable hours. Parallel IT Solutions Ltd. shall also permit other contractors or suppliers engaged by the Customer to enter the Site and execute work or deliver goods at all reasonable hours, but unless the Agreement expressly provides otherwise, Parallel IT Solutions Ltd. shall not be required to allow them to have such access or facilities as would unreasonably impede its performance. Parallel IT Solutions Ltd. shall otherwise take full account of and abide by the Customer’s site and security rules for contractors, which have been notified to Parallel IT Solutions Ltd. in writing.

6. DELIVERY  
6.1 Each party recognises that, although the dates set forth in an Order are approximate only, the Delivery of the Products and Services contemplates and requires the continuing co-operation of both parties. Accordingly, each party shall use its commercially reasonable efforts to accomplish the tasks required for the Delivery of the Products and Services on a timely basis. All dates for Delivery of Products and Services (in whole or in part) shall be extended by a reasonable period if delay is caused by:
6.1.1 any act or omission by the Customer, their servants or agents; or
6.1.2 any cause beyond Parallel IT Solutions Ltd.’ reasonable control.
6.2 Parallel IT Solutions Ltd. shall arrange at the Customer 's expense for transportation and Delivery of each Product to the Site substantially in accordance with the Order, it being recognised that shipping and Delivery dates are approximate only.
6.3 The Customer shall be responsible for the accuracy of information provided by it or on its behalf. If any such information proves to be inaccurate and in consequence Parallel IT Solutions Ltd. incurs any increase in the cost of Delivery or otherwise in performing its obligations, then Parallel IT Solutions Ltd. shall be entitled to be paid those costs immediately on invoicing the Customer.

7. PAYMENT  
7.1 The Customer is required to pay at least fifty percent (50%) deposit to Parallel IT Solutions Ltd. in cleared funds within seven (7) days of the acceptance of the order, unless otherwise agreed in writing.
7.2 Parallel IT Solutions Ltd. will invoice the customer the price of the Products and/or Services on Delivery.  Payment must be received within fourteen (14) days of the invoice date.
7.3 Parallel IT Solutions Ltd. will make the necessary price deduction equal to the deposit on the final invoice.
7.4 The price does not include the cost of travelling, accommodation or other reasonable expenses incurred by Parallel IT Solutions Ltd. and or sub-contractors in the performance of services.  Unless otherwise specified in the order these will be charged to the customer in addition to the price.
7.5 Any disputes in price and/or charge must be received in writing within fourteen (14) days of the date of the invoice in question or the customer shall forfeit its right to dispute such price and/or charge.  Notice of a dispute does not release the customer from the obligation of paying any remaining balance of the invoice.  Upon resolution of the dispute Parallel IT Solutions Ltd. may issue a credit note or if Parallel IT Solutions Ltd. determines that full payment remains due, the Customer shall pay the total amount. Parallel IT Solutions Ltd. reserves the rights to accrue late payment interest for the disputed Price.
7.6 Without prejudice to any other rights it may have, Parallel IT Solutions Ltd.  reserves the right to charge interest at 5% per month on all overdue payments, such interest payments to run from the due date of payment until payment in full is received (both before and after any judgment) and/or to suspend the provision of Products and/or Services or Delivery of Products and / or Services until payment in full, including any accrued interest, is received.
7.7 The Customer shall indemnify Parallel IT Solutions Ltd. for and against all costs and expenses incurred by Parallel IT Solutions Ltd. in recovering any sum due to Parallel IT Solutions Ltd. from the Customer in the event that the Customer fails to pay in accordance with Condition 7.2 above.
7.8 VAT and all direct taxes duties and levies are, unless otherwise shown, payable in addition to the Price.

8. PASSING OF RISK & TITLE  
8.1 Liability for loss or damage to Products shall pass to the Customer upon Delivery.
8.2 Title to Products and all rights in Software (if any) shall be retained by Parallel IT Solutions Ltd. until, and shall pass to the Customer only upon, payment of the Price in full to Parallel IT Solutions Ltd.
8.3 The Customer agrees that in the event of default in any payment and failure to cure same within a reasonable time, Parallel IT Solutions Ltd. shall have, in addition to its rights under the law, the right to repossess such goods without further operation of law and without notice to the Customer.

9. ACCEPTANCE OF ORDER
9.1 The Customer must notify Parallel IT Solutions Ltd., in writing, within 3 days of Delivery of any non-conformity to the Products or Services. If the Customer does not notify of any non-conformity, the Customer shall be deemed to have accepted the Products and Services 3 days after Delivery.
9.2 If the Customer notifies Parallel IT Solutions Ltd. of a non-conformity, Parallel IT Solutions Ltd. will repair or replace the Products or reperform the Services in accordance with the Order.

10. SOFTWARE
10.1 If the Products include Software, the Customer shall enter into all Software licences required by licensors of the Software.
10.2 In the event of any conflict between the terms of the applicable Software licensor’s licence agreement and these Conditions, the Software licensor’s conditions shall prevail only in relation to the Software.

11. WARRANTY  
11.1 Parallel IT Solutions Ltd. warrants that any Products provided pursuant to the Order, at the time of Delivery, will be free from any and all liens and encumbrances of any party. The Customer acknowledges that Parallel IT Solutions Ltd. acts as a reseller only of the Products provided to the Customer under these Conditions, that Parallel IT Solutions Ltd. neither publishes, designs nor manufactures any of the Products, and that Parallel IT Solutions Ltd. therefore disclaims any and all warranties provided by the original manufacturer.
11.1.1 If Parallel IT Solutions Ltd. provide a PC and or Server constructed from other parties products, then Parallel IT Solutions Ltd. will provide a twelve (12) month warranty to cover problems caused by the construction.  Any tampering with PCs and or Servers by the customer will void this warranty. Condition 11.1 applies to the individual parts used within the construction.
11.2 Parallel IT Solutions Ltd. warrants that Services shall be performed in a professional and workmanlike manner.
11.3 Except as expressly set forth in any applicable order, the preceding is Parallel IT Solutions Ltd.’ Only warranty concerning the products and services provided to customer under these conditions and is made expressly in lieu of all other warranties and representations, express or implied, including but not limited to any implied warranties of merchantability, fitness for a particular purpose or otherwise, no warranties are created by any course of dealing between the parties, course of performance, trade usage or industry custom.
11.4 Parallel IT Solutions Ltd. is not responsible for the loss of Customer data. The Customer is responsible for maintaining current backups of all data. Parallel IT Solutions Ltd. will not be responsible for and any warranty does not cover infection of any Customer system with a virus. All work necessary for Parallel IT Solutions Ltd. to restore data or to remove a virus will be charged to the Customer in addition to the Price.

12. PARALLEL IT SOLUTIONS LTD.’ LIABILITY  
12.1 Assessment and selection of Products and Services remains the customer’s responsibility.  Any assistance given by Parallel IT Solutions Ltd. in the selection has been given in good faith and has not been wilfully misleading.
12.2 In no event shall Parallel IT Solutions Ltd.’ liability to the Customer for direct damage to the Customer’s property arising from the supply of Products or Services exceed £200,000.
12.3 Parallel IT Solutions Ltd. shall not be liable to the Customer for loss of profits, data, goodwill or any other type of indirect loss, including loss or damage suffered by the Customer as a result of an action brought by a third party, even if such loss was reasonably foreseeable or Parallel IT Solutions Ltd. had been advised of the possibility of the Customer incurring the same.
12.4 Parallel IT Solutions Ltd.’ liability to the Customer for any direct loss or damage of whatsoever nature and howsoever caused shall be limited to and in all circumstances other than the direct damage to the Customer’s property shall not exceed the Price.
12.5 Parallel IT Solutions Ltd. shall not be liable for imperfect work caused by any inaccuracies in any drawings, bills of quantities or specifications supplied by the Customer.
12.6 The Customer indemnifies and shall hold Parallel IT Solutions Ltd. harmless against all and any loss, damage, claim or liability otherwise arising due to the death, personal injury or damage to the property of employees, agents or Parallel IT Solutions Ltd.' sub-contractors whilst on the Customer’s premises for the purposes of provision of the Services and which arise due to the negligence, acts or omissions of the Customer, its agents or employees.

13. FORCE MAJEURE  
13.1 Parallel IT Solutions Ltd. may, without liability, delay performance or cancel any Order on account of force majeure or other circumstances beyond its control including, but not limited to, acts of God, war, riot, fire, earthquake, explosion, flood, strike, lockout, injunction or telecommunications, electrical or source of supply failure, or the unavailability of services, personnel, products or materials.

14. CONFIDENTIALITY  
14.1 Confidential Information shall mean all information identified in writing as being confidential, which is obtained from the Customer by Parallel IT Solutions Ltd., or from Parallel IT Solutions Ltd. by the Customer or is generated by Parallel IT Solutions Ltd. in connection with the Order, other than information:
14.1.1 which becomes generally available in the public domain other than by the unauthorised actions of either of the parties to the Order; or
14.1.2 which has or may come into the possession of one party otherwise than in breach of a duty of confidence to the other party; or
14.1.3 which is already in the possession of a party with the right to disclose.
14.2 Parallel IT Solutions Ltd. shall not, without the previous written consent of the Customer, use, publish or disclose to any person, nor cause nor permit any of its servants, agents or subcontractors to use, publish or disclose any Confidential Information otherwise than for the performance of its duties under the Order.
14.3 The Customer shall not, without the previous written consent of Parallel IT Solutions Ltd., use, nor cause nor permit any of its servants or agents to use any Confidential Information received by the Customer otherwise than for the operation of the Products and associated facilities.

15. ASSIGNMENT  
15.1 The Customer shall not, without Parallel IT Solutions Ltd.’ prior written consent, assign any benefit or obligation under the Order to any other person in whole or in part.
15.2 Parallel IT Solutions Ltd. may, subject to notifying the Customer in writing, subcontract the performance of any of its obligations under an Order, as Parallel IT Solutions Ltd. considers expedient. The subcontracting by Parallel IT Solutions Ltd. of any of the benefits or obligations under the Order in whole or in part shall not relieve Parallel IT Solutions Ltd. of its responsibility for the performance of its obligations to the Customer.

16. PROJECT CHANGES  
16.1 All changes involving the addition or deletion of Products or Services and other change affecting the Price shall be reported on the ‘Job/Site Report’. The signed ‘Job/Site Reports’ act as agreement for changes by Parallel IT Solutions Ltd. and the Customer.

17. GENERAL PROVISIONS  
17.1 These Conditions, including Orders entered into from time to time, set forth the entire understanding between the parties and supersede all prior agreements, arrangements and communications, whether oral or written, with respect to the supply of Products and Services. Any purchase order issued by the Customer shall be for its administrative purposes only and none of its terms and conditions shall be of any force or effect against Parallel IT Solutions Ltd. Each Order, except as its terms otherwise expressly provide, shall be a complete statement of its subject matter and shall supplement these Conditions for the purposes of that Order only. No other agreements, representations or warranties, whether oral or written, shall be deemed to bind the parties with respect to the subject matter of these Conditions. Neither these Conditions nor any Order may be modified or amended except by the mutual written agreement of the parties.
17.2 The waiver by Parallel IT Solutions Ltd. of a breach or default in any of the provisions of the Order by the Customer shall not be construed as a waiver of any succeeding breach of the same or other provisions; nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party.
17.3 The Parties agree that all rights afforded to any third parties by operation of the Contracts (Rights of Third Parties) Act 1999 are expressly excluded under these Conditions.
17.4 Any notice to be served shall be in writing and served upon the recipient at its address set out in the Order, either by hand or by first class post or facsimile transmission and shall be deemed served 48 hours after posting if sent by post, on delivery if delivered by hand, on receipt of a successful facsimile transmission sheet if confirmed in writing within the next two working days.
17.5 Headings to clauses in these Conditions are for the purpose of information and identification only.
17.6 In the event of a conflict between an Order and these Conditions these Conditions shall prevail.
17.7 These Conditions shall be governed by and construed in accordance with English law and the parties submit to the non-exclusive jurisdiction of the English court.