Guestkey Ltd - Terms and Conditions of Sale

1. Definitions

(a) 'Agreement' means the cost estimate or quotation together with these terms and conditions

(b) 'Guestkey ' means Guestkey Limited

(c) 'Customer' means the purchaser of Guestkey’s product

(d) 'Guestkey's Equipment' 'Goods' means the products and equipment purchased by the Customer from Guestkey

(e) 'Charge' means the price agreed by Guestkey and the Customer for the supply of the Guestkey Equipment

(f) 'Premises' means the place at which Guestkey will deliver and/or install the Guestkey Equipment for the Customer

(g) 'Terms' – the terms and conditions of sale together with the cost estimate or quotation

2. Formation of Agreement

(i) The Agreement for the sale of Goods to you shall be on the following terms together with the terms of the cost estimate or quotation (the Terms).

(ii) The acceptance of a cost estimate or quotation for Guestkey Equipment and the order placed in relation to a cost estimate or quotation shall be deemed to be an offer by the Customer to purchase Guestkey Equipment subject to these Terms.

(iii) The Agreement shall only be created when (a) Guestkey sends written notice that the purchase order has been accepted; (b) the Customer makes payment of a deposit and Guestkey accepts receipt (c) if Guestkey Equipment (or part thereof) is despatched by Guestkey.

(iv) These Terms shall be to the exclusion of all other terms and conditions (including those that could be inferred by trade, practice, or course of dealing) and the Customer acknowledges that they have not relied on any statement, promise or representation given by or on behalf of Guestkey which is not set out in these Terms. Subject to Clause 8 (iv) you have no remedy in respect of any other such representation or warranty.

3. Payment

(i) The Charge shall be the price of the Goods as specified in the cost estimate or quotation, such Charge being exclusive of VAT, costs of carriage and costs of installation (save unless specified in the cost estimate or quotation).

(ii) The Customer shall pay to Guestkey the Charge in accordance with Guestkey invoices, payment terms are 30 calendar days from date of invoice unless otherwise specified in the Agreement.

(iii) Guestkey may require full or partial payment of the Charge or of any sums outstanding from the Customer prior to delivery of Guestkey Equipment.

(iv) Guestkey reserves the right to recover interest due from the Customer on overdue invoices in accordance with the law. Statutory interest will accrue at 8% above the Bank of England reference rate in force on the date the debt becomes overdue in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002. Such interest is chargeable throughout the period of non-payment. Guestkey reserves the right to charge the Customer fixed costs in accordance with the Late Payment of Commercial Debts Regulations 2002.

(v) Any query or dispute regarding an Invoice must be addressed to Guestkey within 14 days of the date of the relevant invoice failing which the invoice will be deemed accepted and that there is no basis for dispute and/or non-payment.

(vi) The Customer shall not sell, charge or otherwise deal with Guestkey's Equipment or part with possession of the same or remove or permit it to be removed from the Premises unless paid for in full by the Customer.

(vii) The Customer shall not assign or purport to assign any of it's rights under this Agreement and shall on termination of this Agreement return to the Company or permit the Company to repossess the Company's Equipment if not paid for in full by the Customer.

4. Delivery and Title to Goods

(i) Deliveries of Guestkey Equipment shall be deemed to have taken place when the delivery is unloaded at the Customer’s Premises or delivery address. The Customer shall be responsible for delivery costs unless otherwise agreed.

(ii) Any periods or dates quoted for dispatch or delivery are estimates only and shall not be conditions of the Agreement.

(iii) Guestkey reserves the right to deliver in instalments and each instalment may be invoiced separately.

(iv) Unless otherwise expressly agreed in writing by Guestkey, risk in the Guestkey Equipment purchased shall pass on delivery of the Guestkey Equipment to the Customer.

(v) Title to the Guestkey Equipment shall not pass to the Customer until (a) payment has been received by Guestkey in full (in cash or cleared funds) and (b) no other sums are outstanding from the Customer to Guestkey on any account.

(vi) Until the Guestkey Equipment is paid for in full by the Customer the Customer shall protect Guestkey’s Equipment against distress execution or seizure and shall indemnify Guestkey against all losses costs charges damages and expenses incurred by the Company in relation to any such distress execution or seizure.

5. Warranty

(i) Guestkey warrants that all Guestkey manufactured Goods shall for a period of twelve (12) months from date of delivery to Customer (a) perform in accordance with manufacturing specifications and product manuals, (b) shall be free from defects in design, material and workmanship; (c) be of merchantable quality and suitable for the particular purposes intended, whether express or reasonably implied; and (d) bear all warnings, labels, and markings required by applicable laws and regulations.

(ii) Guestkey shall not be obligated under this warranty if the need for repairs or replacements directly or indirectly results from: (a) the failure of the Customer to provide adequate equipment, utilities and conditions as specified by Guestkey for the installation of the Guestkey Equipment; (b) failure by the Customer to adequately maintain the Guestkey Equipment; (c) negligent use, storage or operation of the Guestkey Equipment; or (d) alterations or modifications to the Guestkey Equipment made by the Customer or its agents.

(ii) If third party manufactured equipment is supplied to the Customer by Guestkey, Guestkey assigns to the Customer the benefit of the warranty provided by the manufacturer. Guestkey does not warrant the performance of the third party manufactured equipment or provide any remedy for failure of the third party product to perform. The Customer’s exclusive remedy is such remedy that may exist under the warranty rights passed through to you under this Clause of the terms and conditions.

6. Installation and Maintenance

(i) Installation of the Guestkey Equipment at the Premises will be subject to the Customer preparing the Premises ready for installation and obtaining all or any licences and permits required. The Customer may require Guestkey’s services to install the Guestkey Equipment at the Premises. Guestkey’s installation services will on the basis of written terms of agreement and at an additional cost. The cost of any such installation services will be (a) by written agreement under agreed terms between Guestkey and the Customer or (b) as specified in the original cost estimate or quotation for supply.

(ii) Ongoing maintenance of the Guestkey Equipment and system shall be subject to written agreement between the Guestkey and the Customer and at an additional cost. Guestkey and the Customer may enter into an Annual Service and Maintenance Agreement for the provision of maintenance and support and the service of the Guestkey Equipment and system after the purchase of the Guestkey Equipment and installation.

7. Termination for breach of Agreement

(i) If the Customer shall (a) commit any breach of this Agreement, and in the case of a breach capable of remedy fails to remedy the breach within 14 days; (b) fail to make payment in accordance with agreed payment terms, and in relation to such payment terms time is of the essence; (c) fail to take delivery of goods; (d) offer to make arrangements with or for the benefit of creditors or becomes insolvent, or have a liquidator, receiver, manager or administrative receiver appointed, then Guestkey may forthwith by notice in writing to the Customer terminate this Agreement without prejudice to Guestkey’s rights to recover any sum due to the Company.

8. Liability

(i) The provisions of this clause sets out the extent of Guestkey’s liability to the Customer in respect of (a) breach of these terms; (b) any use by you of the Guestkey Equipment (c) any representation or statement or act or omission arising under or in connection with these Terms.

(ii) Guestkey shall not be liable to the Customer by reason of any breach of representation (unless fraudulent), common law duty or under any express or implied term of the Agreement for any loss of profits, revenue, goodwill or any special or consequential loss or damage howsoever arising and whether occasioned by Guestkey negligence or breach of contract or that of Guestkey employees, agents or sub-contractors.

(iii) Guestkey’s total liability arising in connection with the performance of these Terms shall be limited to the value of the Guestkey Equipment purchased and paid for by the Customer.

(iv) Any representation, condition or warranty which would be implied or incorporated into these Terms by way of statute, custom or course of dealing or otherwise is excluded to the fullest extent permitted by law, save that nothing in these Terms shall limit Guestkey liability to the Customer for death or personal injury resulting from Guestkey negligence nor for any other matter which by law cannot be excluded.

(v) The exclusion of liability in this Clause shall extend not only to Guestkey but also to it's servants and agents.

9. Confidentiality

(i) The Customer and Guestkey agree and undertake that they will keep confidential and will not use for their own purposes nor without the prior written consent of the other disclose to any third party any information of a confidential nature (including trade secrets and information of commercial value) which may become known and which relates to the other or it's affiliates unless such information is public knowledge or already known to the other at the time of disclosure or subsequently becomes public knowledge other than by breach of the Agreement or subsequently comes lawfully into the possession of the other from a third party.

(ii) Guestkey shall at all times comply with the provisions of the Data Protection Act 2018 (or any amending or replacement legislation).

(iii) The provisions of this Clause 9 shall remain in full force and effect notwithstanding any termination of this Contract.

10. Force Majeure

(i) Neither party shall be liable to the other for any loss or damage due to the delay in or failure of performance of its obligations under this Agreement arising from any cause or causes beyond its reasonable control including without limitation any of the following – act of God – governmental act – war – fire – flood – snow – explosion or civil war.

(ii) In the event of either party being so delayed or prevented from performing its obligations such party shall give notice in writing of such delay or prevention to the other party as soon as reasonably possible stating the commencement date and extent of such delay or prevention and the cause thereof and its estimated duration; the party shall use all reasonable endeavours to mitigate the effects of such delay or prevention upon the performance of its obligations under this Agreement.

10. Notice

(i) Any notice to be served by the Customer pursuant to these Terms shall be in writing and sent to the following address: Guestkey Ltd, Unit B1 Regent Park, Summerleys Road, Princes Risborough, Buckinghamshire HP27 9LE. Any notice served on the Customer shall be sent to such address as the Customer may notify to Guestkey or, in default, to the address from which the Guestkey Equipment was ordered or, at Guestkey’s option, to the company registered office.

(ii) Any notice may be validly served by first class recorded delivery and shall be deemed to have been received two (2) days after the date of it’s dispatch.

11. Law and Jurisdiction

(i) This Agreement cannot be enforced by any third party and the provisions of the Contract (Rights of Third Parties) Act 1999 shall not apply.

(ii) Any provision hereof which is or may be held to be illegal, void or unenforceable shall to that extent be deemed severable and shall not affect any other provision hereof.

(iii) These terms may only be varied if agreed in writing and signed by a Director of Guestkey or there authorised representative.

(iii) The interpretation construction effect and enforceability of this Agreement shall be governed by English Law and the Customer and the Company agree to submit to the exclusive jurisdiction of the English Courts.