Terms and Conditions

A.  Definitions

In these Terms and Conditions, the following terms shall bear the following meaning:

1. ‘Base Rate’ shall mean the base rate of interest as set by the Monetary Policy Committee of the Bank of England from time to time.
2. ‘Buyer’ shall mean the person, company or firm that agrees to buy Goods or Services from the Seller.
3. ‘Charges’ means the charges, including Usage Charges, Recurring Charges, Installation Charges and Ancillary Charges (as set out in the Order), payable by the Customer for the supply of the Services in accordance with clause D.
4. ‘Contract’ means the contract between Geekee and the Customer for the supply of Services.
5. ‘Customer’ is the person or firm who purchases Services from Geekee.
6. ‘Delivery Date’ shall mean the date agreed between the Buyer and the Seller.
7. ‘Delivery Fee’ shall mean the charge made by the Seller for delivering the Goods to the Buyer at the Place of Delivery.
8.  ‘Goods’ means any or all individual product or Goods, including Software as described in our Order Acknowledgement.
9. ‘Order Confirmation’ means our written acceptance of your Order to supply Goods or Services.
10. ‘Services’ means service and support provided by us to you.
11. ‘Software’ means computer program(s) and associated documentation.
12. ‘Payment Terms’ shall mean the payment terms as set out in the Order Confirmation. In the absence of specific payment terms set out in the Order Acknowledgement, payment shall be 7 days after the date of the invoice.
13. ‘Place of Delivery’ shall mean the Buyer’s main place of business, or any other place agreed between the Buyer and the Seller.
14. ‘Price’ shall mean the total price of all the Goods including Delivery Charges and VAT.
15. ‘Seller’ shall mean GEEKEE LIMITED of Thetford Farm Estate, Baston, Lincolnshire, PE6 9NU.
16. Working Day’ means Monday to Friday, excluding Bank or other Public holidays.
17. ‘VAT’ shall mean the total amount of value added tax due in respect of the sale of the Goods.

B.  Application of Terms and Conditions

1. These provisions shall apply to all contracts for the sale of Goods or Services between the Seller and the Buyer notwithstanding and to the exclusion of any terms or conditions which the Buyer may purport to incorporate under any purchase order, letter of order, confirmation of order, or similar document.
2. Any variation to these terms and conditions may only be made in writing by the Seller and unless so made shall have no effect.
3. These terms and conditions are governed by the law prevailing in England and Wales.

C. Orders

1. When you place an Order for Goods or Services, this will be regarded as an offer by you to purchase the Goods or Services subject to these Terms and we shall not be obliged to accept your offer at our discretion.
2. We will send you an Order Confirmation on receipt of your Order. This is not an order acceptance by us.
3. The Order Confirmation will be binding on you unless there is an inadvertent discrepancy between the Goods or Services that you ordered and those detailed in the Order Confirmation. You should notify us as soon as you become aware of any such discrepancy.
4. Following the issue of the order confirmation to the customer, cancellation of said order will not be accepted. The customer will be liable for all charges incurred by us in the failed transaction process including the costs of Goods and Services.
5. If we cannot supply the Goods ordered by you, we reserve the right to offer alternative Goods of equal or superior quality. Any such changes will be detailed in the Order Confirmation. In such cases, if you do not wish to accept the alternative Goods offered, you may cancel the Order and require the refund of any money paid to us in respect of that Order, including carriage charges. This shall be your sole remedy.
6. We make every effort to supply the Goods as advertised but reserve the right to supply the Goods subject to minor variations in actual dimensions and specifications where these are changed by the manufacturer.
7. When you place an order, you are undertaking to us that all details you provide to us for the purpose of purchasing Goods or Services are correct and that you have enough credit facilities to cover the cost of any Goods or Services.

D.  Prices and Payment

1. Goods and Services, together with VAT, are invoiced at the price prevailing at the time of your order.
2. We reserve the right to vary our prices from time to time.                        
3. The Buyer will pay the Price to the Seller in accordance with the Payment Terms.
4. The time for payment of the balance shall be of the essence.
5. In the event of late payment, the Seller reserves the right to charge interest at 3% above Base Rate on the unpaid portion of the Price. In addition, the Buyer will pay to the Seller all costs reasonably incurred by the Seller in recovering any unpaid amounts.
6. Except where otherwise agreed in the Contract, Geekee may vary the Charges at any time upon 30 days written notice to the Customer.
7. Notwithstanding Clause D.6 Geekee may increase the charges each year following the Commencement Date by the increase (if any) in the Rate of CPI plus 3.9%.
8. Direct Debit is the required payment method for recurring invoices. Payment will be collected on the Due Date.
9. Failed or missed Direct Debit payment collections will be subject to an admin fee of £10 on each instance, collected on the next invoice date.

E. Services and Labour

1. When a renewable service has not been paid for in full prior to the date of renewal, we reserve the right to cancel and withdraw the service without prior notification.
2. Labour rates, where displayed, are subject to approximation based on the work outlined. Additional labour time may be required, and charges will be applicable.   
3. When there is an element of labour allocated within a cancelled order, charges will be due for payment to Geekee Ltd from the customer, see rights to cancellation.

F. Delivery and Acceptance of Goods and Services

1. Unless we agree otherwise with you, we will normally ensure that Goods/Services are delivered to you no later than 30 days from the day after you submitted your Order to us.  The Buyer shall make all necessary arrangements to take possession of the Goods on the Delivery Date and at the Place of Delivery. The time for delivery shall not be of the essence and in the event that the Seller is unable to give the Buyer possession of the Goods on the Delivery Date at the Place of Delivery then the Seller shall agree a new Delivery Date with the Buyer.
2. We shall use all reasonable endeavours to despatch Goods and deliver Services to you by the estimated date. We shall not accept liability for failure to deliver or complete work within the stated time or on a stated day, where this is caused by circumstances beyond our reasonable control, such as delays caused by delivery companies or manufacturer lead times. You will not be entitled to damages or compensation if delivery of Goods does not occur on the estimated delivery date.
3. The Buyer shall be deemed to have accepted the Goods once the Goods have been delivered or, delivered and installed at the designated Place of Delivery. Non-acceptance of the Goods must be advised in writing to the Seller within 7 days from the Delivery Date.
4. Where Goods are delivered to the Buyer by anyone other than the Seller, the Buyer must advise the Seller regarding loss, shortage or damage in transit in writing within 7 days of the Delivery Date. In the absence of any such advice the Buyer shall be deemed to have accepted delivery of the Goods.
5. We shall not be liable for discrepancies or damage evident on delivery where you accept delivery and sign the Proof of Delivery without amendment. We shall not be liable for failure in Services provided by outside companies that ultimately affect the operation of Services or equipment supplied by us the seller.
6. You should notify us as soon as possible and, in any event, no later than 48 hours after delivery, or installation of equipment or commencement of Services, in the event that Goods are found to be damaged on delivery, or the Goods are not as specified in the Order Confirmation or delivery does not take place on the estimated delivery date.

G. Title and Risk

1. The title to the Goods shall pass to the Buyer on full payment of the quoted Price.
2. Risks relating to and from the Goods shall pass to the Buyer on delivery. The Buyer shall be responsible for insuring the Goods with effect from the Date of Delivery.

H. Exclusion and Limitation

1. The Seller shall be under no liability to the Buyer for indirect or consequential loss (including loss of profits) sustained by the Buyer following breach of these Terms and Conditions by the Seller.
2. Except in respect of the injury or death of any person due to the negligence of the Seller the Seller’s liability to the Buyer arising out of any breach by the Seller of these Terms and Conditions shall be limited to damages and such damages shall under no circumstances exceed the Price.
3. The Seller shall be under no obligation to the Buyer to maintain, service or support the Goods after delivery, except where the Buyer and the Seller expressly enter into a separate agreement for such purposes.
4. The Seller shall be under no liability to the Buyer for direct, indirect or consequential loss (including loss of profits) sustained by the Buyer as a result of any failure of the Goods. The Buyer acknowledges that at the expense of the Buyer, the Buyer should back up all valuable data and take all reasonable steps to protect against loss or damage that may occur due to any failure of the Goods.

I. Performance Criteria

1. The Seller does not warrant that the Goods will achieve any particular performance criteria unless the Seller has specifically guaranteed such criteria in writing.
2. The Buyer warrants that he has not relied on any oral representation made by the Seller or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Seller, which are only intended to convey a general idea of the products and Services mentioned therein.

J.  Our Liability

1. To the fullest extent permissible under applicable law, we disclaim any and all warranties of any kind, whether express or implied, in relation to our Goods or Services. This does not affect your statutory rights as a consumer, nor does it affect your right to cancel an Order. We will not be liable, in contract, tort (including, without limitation, negligence), pre-contract or other representations (other than fraudulent or negligent misrepresentations) or otherwise out of or in connection with the Terms for:
   1. any economic losses (including without limitation loss of revenues, profits, contracts, business or anticipated savings); or
   1. any loss of goodwill or reputation; or
   1. any special or indirect losses suffered or incurred by that party arising out of or in connection with the provisions of any matter under the Terms.
2. Nothing in the Terms shall exclude or limit our liability for death or personal injury resulting from our negligence or that of our servants, agents or employees.

K. Force Majeure

1. The Seller shall be relieved from liability under these Terms and Conditions, if and to the extent that the Seller shall be unable to carry out any of its obligations hereunder owing to wars, strikes, lockouts, Government controls or restrictions, non-availability of any equipment or any other cause beyond the Seller’s control.
2. If we are unable to provide you with your Goods or Services within a reasonable time due to circumstances outside our control, we shall either agree a new timescale with you for the delivery of the Goods/Services or either of us may decide to terminate the Order in which case we will return any prepayments that you have made in full.

 L.  Errors and Omissions

We make every effort to ensure that all prices and descriptions, quoted by our representatives are correct and accurate. In the case of a manifest error or omission, we will be entitled to rescind the contract, notwithstanding that we may already have accepted your Order and/or received payment from you. Our liability in that event will be limited to the return of any money that you have paid in respect of the Order. In the case of a manifest error in relation to price, you will be entitled to purchase the Goods or Services by paying the difference between the quoted price and the correct price, as confirmed in writing by us after the manifest error has been discovered.

A 'manifest error', as the term is used in this paragraph, means, in relation to an incorrect price, a price quoted in error by us which is more than 10% less than the price that would have been quoted had the mistake not been made.

M. Cancellation of Goods and Labour

1. When the seller has received written acceptance of an order for software or Goods from the buyer, the seller will be unable to accept notice of cancellation.
2. The Seller may, at their absolute discretion, allow the Buyer to cancel an order or part of an order for Services, provided that the Buyer pays to the Seller a cancellation fee sufficient to cover the reasonable costs, expenses and losses of the Seller.  Cancellation with 48 hours’ notice will incur costs to the customer equal to 25% of the quoted completion costs. 24 hours’ notice will incur costs to the customer equal to 50% of the quoted completion costs. Less than 24 hours’ notice will incur a charge to the customer of 100%.
3. Notice of cancellation of a renewable service from the buyer must be received by the seller, in writing, one month in advance of the proposed end date of the service provided by the seller.
4. You should submit requests for cancellation of Services purchased from us by sending a written notice of cancellation via email at accounts@geekee.co.uk or hand delivery addressed to the Office Administrator at, Eventus Business Centre, Sunderland Road, Market Deeping, PE6 8FD.

N. General Terms of Business

1. Nothing in these Terms affects your statutory rights as a consumer.
2. Any variation of this Agreement must be in writing and signed by a duly authorised Geekee Limited official.
3. You must not transfer any contract made with us under these Terms, as it is personal to you, without written authority from us. This authority will not be refused without good reason.
4. If any part of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed to be severable from the Terms and shall not affect the validity and enforceability of any of the remaining provisions of the Terms.
5. No waiver by us shall be construed as a waiver of any proceeding or succeeding breach of any provision.
6. You confirm that, in agreeing to accept the Terms, you have not relied on any representation save insofar as the same has expressly been made a part of these Terms and you agree that you shall have no remedy in respect of any representation. Nothing in these Terms shall limit or exclude our liability in respect of any fraudulent or negligent misrepresentation whether or not such has become a part of the Terms.
7. These Terms shall be governed by the relevant laws of the United Kingdom and construed in accordance with the relevant laws of the United Kingdom, and you irrevocably submit to the exclusive jurisdiction of the relevant courts of the United Kingdom.
8. If you have any complaints relating to the Goods or Services provided by us, please contact Customer Services by email at hello@geekee.co.uk or hand delivery addressed to Customer Services at our registered office Geekee Limited, Thetford Farm Estate, Baston, Lincolnshire, PE6 9NU.