Terms of Sale

Last updated: 25 April 2023 (version 2 – for previous versions, please click here)

 

These Terms of Sale tell you about your legal rights and responsibilities; our legal rights and responsibilities; and certain key information required by law before, during and after you purchase our Goods. Please read these Terms of Sale carefully.

 

When we refer to "you" or "your" we are referring to you as a customer generally, whether or not you are a Business or a Consumer.

 

We don't give Businesses the same rights as Consumers. In some areas you will have different rights under these Terms of Sale depending on whether you are a Consumer or Business. Provisions specific to CONSUMERS only are in GREEN and those specific to BUSINESSES only are in BLUE.

 

The rest of the terms apply equally to all customers.

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1. INTRODUCTION

 

About us

 

• 1.1 innovative Technology Projects Ltd.  is a company incorporated and registered in England and Wales with company number 04129876, whose registered office 27 Stephenson Road, St. Ives, Cambridgeshire, PE27 3WJ ("we", "us", "our" and "ITP").

 

Our contract with you

 

• 1.2 These Terms of Sale apply to you when you purchase Goods from us on our website https://www.itp101.com/  ("Website"), as a customer. They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

 

• 1.3 You must agree with and accept all of the terms and conditions contained or expressly referenced in these Terms of Sale that apply to you as a Consumer or Business before you purchase our Goods.

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• 1.4 If you do not accept these Terms of Sale, you may not purchase Goods from us.

 

2. INTERPRETATION

 

In these Terms of Sale:

 

• 2.1 "Acceptance" or "Accepted" means the point at which the Goods are considered to be fully handed over to you with no dispute as to the quality or quantity delivered in accordance with clause 8.6.

 

• 2.2 "Account" means a registered account with ITP that a Consumer may set up in order to purchase Goods online;

 

• 2.3 "Agreement" means the legally binding agreement between you and us which consists of:

 

2.3.1  our Website Terms of Use available here https://www.itp101.com/website-terms-of-use;

 

2.3.2  our Privacy Policy available here https://www.itp101.com/privacy-policy;

 

2.3.3  your Order;

 

2.3.4  the below Terms of Sale; and

 

2.3.5  any Special Terms.

 

• 2.4 "Consumer" means those individuals that use our Website and purchase Goods as an individual for purposes wholly or mainly outside of a trade, business, craft or profession;

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• 2.5 "Business" means those individuals or businesses that we have approved to use our Website and purchase Goods wholly or mainly for use in connection with trade, business, craft or profession;

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• 2.6 "Goods" means products available from ITP for purchase;

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• 2.7 "Order" means the order for Goods by you;

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• 2.8 "Returns Number" is the number issued by us to you to authorise the return of Goods;

 

• 2.9 "Special Terms" means any terms that deviate specifically from the Terms of Sale and have been agreed with us;

 

• 2.10 "You" means any customer, whether a Consumer or Business (also referred to as "you" or "your").

 

3. OUR CONTACT INFORMATION

 

• 3.1 How to contact us. You can get in touch with us by emailing us at info@itp101.com. If we need to contact you, we will normally do this via email. We will also get in touch with you in any other way that is personal to you and which you choose to be contacted, by indicating your preference in your Account settings. This may include SMS or website notices.

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• 3.2 Changes to your contact details. Please tell us if your name or contact details change, including any email addresses, mobile phone numbers or other contact details, so we can keep in touch. If you do not, we will not be responsible if you do not get any information or notices from us.

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4. CHANGES TO OUR TERMS OF SALE AND GOODS

 

• 4.1 We may amend these Terms of Sale from time to time. We may in the following circumstances, have to change the Terms of Sale without telling you beforehand:

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4.1.1 to reflect changes in laws and regulatory requirements which apply to the Website or sale and or purchase of Goods, where such changes require us to change the Terms of Sale in a manner which does not allow us to give reasonable notice to you; and

 

4.1.2 to address an unforeseen and imminent danger related to defending ITP, Consumers or Businesses from fraud, malware, spam, data breaches or other cybersecurity risks.

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• 4.2 When we make other changes to the Terms of Sale. We may also make other changes to any part of the Terms of Sale, and we will give you reasonable notice of such changes via email, but we might also let you know by using SMS if you have chosen to be contacted this way.

 

• 4.3 The then current Terms of Sale will apply to the purchase of any Goods that you make.

 

• 4.4 We may need to make changes to Orders. If we do so, we will let you know and then you can contact us at info@itp101.com to end the Agreement or cancel the Order before the change takes place and receive a refund for anything you've paid for in advance.

 

• 4.5 We can withdraw or suspend the supply of Goods. We can stop providing specific Goods for certain reasons (e.g. we can no longer manufacture them due to a shortage of parts or due to technical problems or there is a delay outside of our control that we cannot reduce). We let you know as soon as we can in advance and we refund any sums you've paid in advance for Goods which won't be provided.

 

5. HOW TO MAKE ORDERS

 

• 5.1 If you are a Consumer, you may place an Order directly on our Website. You must check that you are happy with the price and quantity before submitting an Order.

 

• 5.2 If you are a Business, we will provide you with a quotation for the quantity of Goods you wish to purchase. If you are happy with the quotation, you must let us know by placing an official Order with us.

 

• 5.3 If you are a Business, you must provide us with a list of the documentation you require. When you submit your Order, you must let us know what documentation you require from us (including, but not limited to, a Certificate of Origin, Certificate of Conformity, Safety Certificates and Shipping Manifests). You may update the list in writing once we have accepted the Order but we may decline such request if we are unable to provide the documentation. Where we are able to accommodate the request, we may be entitled to charge you extra for the additional resources required.

 

• 5.4 Documentation may be provided in draft format. If we provide documents in this way, these will be for reference purposes only prior to delivery of any Goods and will be marked with the watermark “DRAFT". Any draft documentation will have no legal or enforceable effect.

 

• 5.5 We only accept Orders when we have checked them. We contact you to confirm we've received your Order and then we contact you again to confirm we've accepted it.

 

• 5.6 Sometimes we reject Orders. Sometimes we reject Orders, for example, because Goods are unexpectedly out of stock, because a credit reference we have obtained is unsatisfactory, because you are located outside of countries in which we supply Goods  or because the Goods were mispriced by us. When this happens, we let you know as soon as possible and refund any sums you have paid.

 

6. QUOTATIONS

 

• 6.1 Quotation prices. Prices quoted for Goods (on our Website or otherwise) are based on the full quoted Order.

 

• 6.2 Increase in quotation prices. The pricing in our quotations assumes the cost of materials and labour does not exceed three (3) percent base rate growth per annum for the validity period specified. We may pass on incurred costs additional to any quotation at cost price.

 

• 6.3 We pass on increases in VAT. If the rate of VAT changes between your order date and the date we supply the product, we adjust the rate of VAT that you pay, unless you have already paid in full before the change in the rate of VAT takes effect.

 

7. PAYMENT

 

• 7.1 If you are a Consumer: We charge you when we accept your Order. However, for some Goods we take payment at regular intervals, as explained to you during the order process.

 

• 7.2 If you are a Business: Please check the payment terms in the Order carefully. You may be required to pay a deposit or pay the full balance up front or at the time of placing the Order.

 

• 7.3 We charge interest on late payments. If we're unable to collect any payment you owe us we charge interest on the overdue amount at the rate of 8% a year above the Bank of England base rate from time to time. This interest accrues on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You pay us the interest together with any overdue amount.

 

• 7.4 Customs and export fees. You will be responsible for paying any export control fees, export licenses, duties, or any additional fees where applicable.

 

8. DELIVERY, OWNERSHIP AND ACCEPTANCE

 

• 8.1 Deliveries – general. Once the full balance of the Order has been received, we will arrange delivery of the Goods to your designated point of delivery in the United Kingdom (or elsewhere) as specified in the Order.

 

• 8.2 Deliveries – our responsibility. We are responsible for the shipping and insuring the Goods to your designated delivery location (either in the UK or internationally). We can't be held responsible or liable for the handling of Goods once they have been delivered to the delivery location.

 

• 8.3 International deliveries – Businesses. International deliveries for Businesses are delivered Ex Works.

 

• 8.4 Delayed deliveries because of something you have or haven't done. Any delay to delivery as a result of acts or omissions by you may result in a storage fee, charged at a daily rate, being applied. We will have discretion to determine the appropriate level of storage for the Goods and we will let you know if this is the case and the amount payable.

 

• 8.5 Ownership of Goods and when you become responsible for them. You will own your Goods once we have received payment in full, but you are responsible for them when they are delivered to the delivery location set out in the Order.

 

• 8.6 Acceptance. Acceptance occurs:

 

8.6.1 If you are a Consumer, the 14 day change of mind rights have passed in accordance with clause 9.3; or

 

8.6.2 If you are a Business, you have failed to give notice or rejection or raise a dispute within (i) 10 days of delivery of the Goods at the delivery location set out in the Order or (ii) 5 days after completion of any services.

 

9. YOUR RIGHTS IF YOU ARE A CONSUMER:

 

• 9.1 If you have bought Goods online via our Website, you have a legal right to change your mind. For most of our Goods bought online, you have a legal right to change your mind about your purchase and receive a refund of what you paid for it, including the delivery costs. This is subject to some conditions, as set out below.

 

• 9.2 When you can't change your mind. You can't change your mind about an Order for:

 

9.2.1 digital or electronic products, after you have started to download or stream these;

 

9.2.2 services, once these have been completed;

 

9.2.3 products sealed for health protection or hygiene purposes, once these have been unsealed after you receive them;

 

9.2.4 sealed audio or sealed video recordings or sealed computer software, once these products are unsealed after you receive them;

 

9.2.5 Goods that are made to your specifications or are clearly personalised; and

 

9.2.6 Goods which become mixed inseparably with other items after their delivery.

 

• 9.3 Deadline for changing your mind. If you change your mind about Goods you have ordered you must let us know no later than 14 days after:

 

9.3.1 the day we deliver the Goods. If the Goods are for regular delivery (for example, a subscription), you can only change your mind after the first delivery. If the Goods are split into several deliveries over different days, the period runs from the day after the last delivery.

 

9.3.2 the day we confirm we have accepted your Order, if it is for a service.

 

9.3.3 the day we confirm we have accepted your Order, if it is for digital content for download or streaming, although you can't change your mind about digital content once we have started providing it.

 

• 9.4 How to let us know. To let us know you want to change your mind, please email us at info@itp101.com.

 

• 9.5 You have to return the Goods at your own cost. You have 14 days from the date you have told us that you wish to change your mind in order to return the Goods. You can send the Goods back to us, using an established delivery service. If you do this you should keep a receipt or other evidence from the delivery service that proves you have sent it and when you sent it. If you don’t do this and we don’t receive the Goods at all or within a reasonable time we won't refund you the price. For help with returns, please email us at info@itp101.com.

 

• 9.6 We only refund standard delivery costs. We don't refund any extra you have paid for express delivery or delivery at a particular time.

 

• 9.7 We reduce your refund if you have used or damaged the Goods. If you handle the Goods in a way which would not be acceptable in-store, we reduce your refund, to compensate us for its reduced value. For example, we reduce your refund if the condition of the Goods is not "as new", price tags have been removed, the packaging is damaged or accessories are missing. In some cases, because of the way you have treated the Goods, no refund may be due.

 

• 9.8 When and how we refund you. If your Order is for a service, digital content or Goods that haven't been delivered or that we're collecting from you, we refund you as soon as possible and within 14 days of you telling us you've changed your mind. If your product is goods that you're sending back to us, we refund you within 14 days of receiving them back from you (or receiving evidence you've sent them to us). We refund you by the method you used for payment. We don't charge a fee for the refund.

 

• 9.9 Your rights and remedies if you are a Consumer. We honour our legal duty to provide you with products that are as described to you on our Website and that meet all the requirements imposed by law.

 

• 9.10 You have rights if there is something wrong with your Goods. If you think this is the case, please contact us at info@itp101.com and we will help you.

 

10. YOUR RIGHTS IF YOU ARE A BUSINESS

 

• 10.1 Our Standard Warranty. We offer Businesses a standard warranty which commences from the date of Acceptance of the Goods by you and lasts for a period of 12 calendar months (the "Standard Warranty").

 

• 10.2 What is the Standard Warranty? We warrant that, on delivery of the Goods and during the Standard Warranty period described above, any Goods shall:

 

10.2.1 conform in all material respects with their description;

 

10.2.2 be free from material defects in design, material and workmanship;

 

10.2.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and

 

10.2.4 be fit for any purpose held out by us.

 

• 10.3 Your remedies. If you are a Business, unless an exception applies (see clause 10.4) if:

 

10.3.1 you give us notice in writing during the Standard Warranty period within a reasonable time of discovery that the Goods do not comply with the Standard Warranty;

 

10.3.2 we provide you with a Returns Number and you return the relevant Goods (displaying the Returns Number) in appropriate packaging to us within 30 calendar days of notifying us of the defect at our cost;

 

10.3.3 you follow any other specific instructions from us in relation to the return of the Goods; and

 

10.3.4 we are given a reasonable opportunity to examine the Goods;

 

then we shall, at our option, repair or replace the defective product, or refund the price of the defective Goods in full and this will be your only remedy for breach of the Standard Warranty. These terms shall apply to any repaired or replacement products supplied by us.

 

• 10.4 Where the Standard Warranty doesn't apply. We will not be liable for a failure of the Goods to comply with the Standard Warranty if:

 

10.4.1 you make any further use of the Goods after telling us it is non-compliant;

 

10.4.2 the defect arises because you failed to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;

 

10.4.3 the defect arises because we followed any drawing, design or specification supplied by you;

 

10.4.4 you alter or repair the Goods without our written consent; or

 

10.4.5 the defect arises because of fair wear and tear, wilful damage, negligence, or abnormal working conditions.

 

• 10.5 We accept no responsibility for damage to the Goods during transit.

 

• 10.6 You do not have a right to set off. You must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

 

11. COMPLAINTS HANDLING AND RESOLVING DISPUTES

 

• 11.1 We are committed to providing you with the best service we possibly can, so if you have a suggestion for how we can improve, or you are disappointed with our service or any of our Goods, we want to hear from you. Get in touch via info@itp101.com.

 

• 11.2 If there is a dispute you can bring claims against us in the English courts wherever you live. If you live in Wales, Scotland or Northern Ireland, you can also bring claims against us in the courts of the country you live in. We can claim against you in the courts of the country you live in.

 

12. PERSONAL DATA

 

• 12.1 How we use personal data is set out in our Privacy Policy https://www.itp101.com/privacy-policy

 

13. LIABILITY

 

• 13.1 Our liability to Consumers. We're responsible for losses you suffer caused by us breaking this contract unless the loss is:

 

13.1.1 Unexpected. It was not obvious that it would happen and nothing you said to us before we accepted your Order meant we should have expected it (so, in the law, the loss was unforeseeable).

 

13.1.2  Avoidable. Something you could have avoided by taking reasonable action. For example, damage to your own digital content or device, which was caused by digital content we supplied and which you could have avoided by following our advice to apply a free update or by correctly following the installation instructions or having the minimum system requirements advised by us.

 

13.1.3 A business loss. Our liability for any loss you suffer in connection with your trade, business, craft or profession is limited, as described in Our liability to Businesses.

 

• 13.2 Our liability to Businesses. If you're a Business, then, except in respect of the losses described in clause 13.3:

 

13.2.1 we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any Agreement between us; and

 

13.2.2 our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to £1,000.

 

• 13.3 Losses we never limit or exclude. Nothing in these terms shall limit or exclude our liability for:

 

13.3.1 death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);

 

13.3.2 fraud or fraudulent misrepresentation;

 

13.3.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or

 

13.3.4 defective products under the Consumer Protection Act 1987; or

 

13.3.5 any matter in respect of which it would be unlawful for us to exclude or restrict liability.

 

• 13.4 No implied terms about Goods. Except to the extent expressly stated in your rights if you are a Business, we exclude all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982.

 

• 13.5 We are not liable for any losses caused by a delaying event outside our control.  Provided we have taken reasonable steps to reduce the delay and notified you of doing so (giving you the opportunity to cancel the Agreement).

 

14. ENDING THE AGREEMENT

 

• 14.1 We can end our Agreement with you for Goods and claim any compensation due to us if:

 

14.1.1 you don't make any payment to us when it's due and you still don't make payment within 30 calendar days of our reminding you that payment is due;

 

14.1.2 you don't, within a reasonable time of us asking for it, provide us with information, cooperation or access that we need to provide the Goods, for example, details of the delivery location.

 

14.1.3 you don't, within a reasonable time, either allow us to deliver the Goods to you or collect it from us.

 

15. GENERAL

 

• 15.1 Our logos and trademarks belong to us and we also own all intellectual property rights in the Goods.

 

• 15.2 All the information we give you, and every communication we have with you, will be in English.

 

• 15.3 If we choose not to enforce or rely on any of these Terms of Sale at any time, we can still apply the terms again at any time.

 

• 15.4 You may not enter into any contract on our behalf or bind us in any way. These Terms of Sale are for your benefit only, not for the benefit of any third party of yours.

 

• 15.5 If you breach these Terms of Sale and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach these Terms of Sale.

 

• 15.6 Your Agreement with us and any document referred to constitutes the entire agreement between you and us relating to your purchase of Goods and supersedes all prior understandings and agreements between parties. If a court or other authority decides that some of these terms are unlawful, the rest will continue to apply.

 

• 15.7 If any provision of these Terms of Sale is or becomes invalid, unlawful or unenforceable, that part of the Terms of Sale will be severed from the rest of your Agreement with us (which means we won’t be able to enforce that part of the agreement). However, the rest of the Terms of Sale will continue to be valid and enforceable to the fullest extent permitted by law.

 

• 15.8 We recommend that you print or download these Terms of Sale and keep a copy so you can look at it in the future. The most up to date version of the Terms of Sale are viewable via our Website.

 

• 15.9 These Terms of Sale, their subject matter and their formation (and any non-contractual disputes or claims) are governed by the laws of England and Wales.