3. Intelligent Retail Personnel
3.1. The Intelligent Retail project co-ordinator, or project manager, will be responsible for co-ordinating all activities relating to the Works to be carried out by Intelligent Retail.

4. Title
4.1. Notwithstanding delivery, installation and acceptance, title to the equipment shall not pass to the Customer but shall be retained by Intelligent Retail until full payment for the Products has been received by Intelligent Retail from the Customer.

4.2. Until such time as title in the Hardware has passed to the Customer, Intelligent Retail:
i. shall have absolute authority to retake, sell or otherwise deal with or dispose of any or part of the Hardware; and
ii. for the purpose specified in (i) above, Intelligent Retail or any of its agents or authorised representatives shall with reasonable cause be irrevocably entitled at any time and without notice to enter upon any premises in which the Hardware or any part thereof is installed, stored or kept, or is reasonably believed so to be; and
iii. shall be entitled to seek a Court injunction to prevent the Customer from selling, transferring or otherwise disposing of the Hardware.

5. Hardware Warranty
5.1. Period
Intelligent Retail partner with a range of hardware suppliers. Unless otherwise stated PC´s, notebooks and till systems come with 1 year return to manufacturer warranty. If the customer notifies Intelligent Retail within fourteen (14) days of the delivery date that the item has been found faulty upon receipt then, depending upon the nature of the fault, Intelligent Retail may classify that item as Dead on Arrival (DoA) and replace the item with a new product.
5.2. Returns
It is the customer´s obligation to package and return items to the manufacturer and cover delivery costs.

5.3. No fault found
In the event of any claim presented under warranty being found on investigation by Intelligent Retail either to be outside the scope or duration of this warranty or the fault not being confirmed, then the cost of such investigation and repair shall be borne by the Customer.

5.4. Liability
Intelligent Retail shall not be liable at any time for damage or defects in the Hardware or parts caused by:
i. improper use or installation; or
ii. use of the Hardware outside the specifications detailed in the documentation relating to the Hardware; or
iii. outside the specific application of the Hardware; or
iv. where Hardware has been repaired or modified by persons not authorised by Intelligent Retail.

6. Software Warranty
In the case of Software produced by Intelligent Retail ("Intelligent Retail Software") Intelligent Retail Software is warranted to conform substantially to its published functional specifications for a period of ninety (90) days from the date of installation. Intelligent Retail will during the said period, at its own expense, correct any such non-conforming Software provided that the Customer has notified Intelligent Retail and upon inspection Intelligent Retail has found the Software to be non-conforming. The Customer´s sole and exclusive remedy under this warranty will be limited to such correction.

6.1. Conditions
This warranty is subject to the following conditions:
i. Any modification of the Software by any persons not authorised by Intelligent Retail shall void this warranty.
ii. Damage resulting from or aggravated by negligence or misuse is excluded.
iii. This warranty is subject to the Customer following the procedures (if any) specified by Intelligent Retail from time to time for fault recording.
iv. The Customer reporting any faults in the Software within seven (7) days of the fault becoming apparent and co-operating with Intelligent Retail in carrying out such diagnostic and test routines as Intelligent Retail may require in accordance with Intelligent Retail´s instructions.
v. The Customer returning to Intelligent Retail, if so required by Intelligent Retail, at its own expense the Software suitably packed.

6.2. Third Party Software.
In the case of non Intelligent Retail software ("Non Intelligent Retail Software"), Intelligent Retail will use reasonable endeavours at its own expense to procure that the Customer will have the benefit of any warranty given by a Third Party in respect of non Intelligent Retail software delivered subject to the Customer complying with the conditions of such warranties.

7. Cancellation / Returns
7.1 Goods are not sold on a trial basis. Where a Customer is not satisfied with Goods and / or does not want them, the Goods can only be returned to Intelligent Retail if fully re-saleable and subject to a restocking charge of 15% of the purchase price of the Goods or £20, whichever is greater. In the event of such returns, the Customer acknowledges that it shall be liable for all reasonable costs incurred by Intelligent Retail in relation to carriage, postage, and packaging and Intelligent Retail shall invoice the Customer for any costs in question incurred. Intelligent Retail shall not refund monies for Goods which are bought in error or are not resaleable.

7.2 A Returns authorisation number must be obtained before any Goods can be returned to Intelligent Retail, which number may be obtained by the Customer from Intelligent Retail´s customer service department. All repairs, replacements or refunds will be processed following receipt and inspection by our Returns department The Goods must also be packaged in all their original packaging so as to ensure safe transit and ease of identification and be returned in their entirety including all disks, manuals and cables. The manufacturer´s packaging must not be damaged or defaced. Intelligent Retail shall refuse Goods returned without a Returns authorisation number

7.3 The return of faulty Goods is subject strictly to individual manufacturers Dead On Arrival policies (DOA). (Individual manufacturers DOA policies may be obtained by the Customer by contacting Intelligent Retail´s customer service department.) Where a Customer notifies Intelligent Retail of a defect in the Goods within the time provided for in the applicable manufacturers DOA policy, which defect is subsequently verified by Intelligent Retail´s technical inspectors, Intelligent Retail will replace the Goods or refund the monies paid by the Customer for the Goods.

7.4 The Goods will be tested upon receipt. If no fault is found, the Goods will be returned to the Customer. If a fault is found and the applicable manufacturer´s DOA period is exceeded, then the Goods will be repaired under the terms of the manufacturer´s warranty.

7.5 In the case where it is established that Goods are faulty or defective in line with the individual manufacturer´s warranty, most warranty repairs will be carried out on a return-to-manufacturer basis. All parts and labour charges will be waived but the Customer is responsible for ensuring that the Goods are returned to Intelligent Retail in their original packaging ,or if this is not available, in a stout carton with high density foam providing at least 150mm clearance surrounding the entire product so as to ensure safe transit and ease of identification. In some instances the manufacturer´s warranty requires the Customer to contact the repair agent directly. If this is the case, the Customer will be so informed by the Intelligent Retail´s customer service department.

7.6 Under no circumstances will Intelligent Retail accept the return of an opened software package unless it is faulty. By breaking the seal, the Customer accepts the licence between the Customer and the software manufacturer.

7.7 The Customer acknowledges that in all cases all Goods shall be returned to Intelligent Retail using only a carrier approved by Intelligent Retail and in cases where the Customer uses an unapproved carrier the Customer shall be liable for all costs losses damages or other charges incurred by Intelligent Retail in relation to the use by the Customer of the unapproved carrier.

7.8 Risk in any Goods that the Customer is returning to Intelligent Retail shall remain with the Customer until the Goods have been delivered to Intelligent Retail´s premises and accepted by Intelligent Retail.

8. Price
The pricing in any written quotation provided by Intelligent Retail is fixed for a period of thirty days from date of quote. All prices are exclusive of VAT (and any similar sales tax) which will be charged as additional items on Intelligent Retail´s invoice. Following the expiry of this thirty day period any quoted price must be verified with Intelligent Retail.

9. Payment
9.1. Booking installation and training dates
To book an installation and training date Intelligent Retail require a deposit of at 10% or greater of the total value of the cost of goods and services. This is to hold the Customer´s specific dates in the engineer´s diary. If payment is by lease, confirmation of lease approval must have been received before the installation date can be booked.

Dates can be changes by the Customer up to two (2) weeks prior to the due dates. Changes within one to two (1-2) weeks of the installation or training are subject to a charge of 25% of the installation and / or training fee. Changes within zero to one (0-1) week of the installation are subject to a charge of 75% of the installation and / or training fee. The Customer agrees that such charge amounts to a genuine pre-estimate of the losses suffered by Intelligent Retail on such cancellation.

9.2. Balance for services, hardware and software excluding website design
Full payment is required at least 1 week prior to installation. Intelligent Retail reserves the right to cancel an installation if payment has not been made on time and charge interest as indicated in 9.5.

9.3. Websites
A 50% payment of the website and eCommerce price is required to book the website marketing consultation and subsequent design.

The balance payment is then required no later than four (4) weeks after the date of website marketing consultation. The reason this is specified is that development is a partnership activity where the customer provides some information through the design process, the main part being words for certain pages such as Terms and Conditions.

9.4. Support renewal
The support contract renewal should be paid prior to the expiry of the Customer´s existing contract. If renewal has not been received prior to the end of the support period, entitlement to access the support team as well as product updates will be removed.

9.5. Late Payments
Payments are deemed late if they are paid after the timeframe agreed as outlined in this document, agreed in the Scope of Work or after 30 days following invoice. Any payments shall be made without set off or deduction and in the event of any late payment, Intelligent Retail shall be entitled to charge interest at a rate of 4% above the base rate of Barclays Bank plc, from the date the payment was due until date of payment.

10. Damages, Shortages or Loss in Transit
The Customer shall inspect the Products immediately on delivery and Intelligent Retail will accept responsibility for damages, shortage or loss in transit only if:
i. Such loss or damage is noted on the consignment note or delivery document upon receipt, and copies provided to Intelligent Retail or is notified in writing to Intelligent Retail in cases of outwardly non visible loss or damage to unchecked Products to arrive in either case within five (5) working days from receipt of the Products by the Customer; and
ii. In cases of suspected damage in transit the added packaging is retained for inspection; and
iii. The Products are handled by the Customer in accordance with the carriers´ conditions of carriage or handling stipulations.

Where Intelligent Retail accepts responsibility under this clause Intelligent Retail shall at its option replace or repair any Products proved to Intelligent Retail´s satisfaction to have been lost or damaged in transit.

11. Acceptance of Products
For Intelligent Retail installed Products, satisfactory completion of Intelligent Retail´s standard test procedure will be sufficient to establish acceptance. If, within seven (7) days after physical installation in the absence of written notification of valid reasons justifying non acceptance, the Customer shall be deemed to have accepted the Products. If installation is not performed by Intelligent Retail, Intelligent Retail shall be under no obligation to perform any acceptance test procedures and the date of acceptance shall be the date of delivery to the Customer.

12. Intelligent Retail´s Liability
i. Products have been manufactured or developed by Intelligent Retail or third parties to standard specifications. The Customer accepts that Intelligent Retail is acting only as a supplier and that it is the Customer´s responsibility to verify that the Hardware and Software will be suitable for its own requirements. There are no warranties, conditions, guarantees or representations as to description merchantability or fitness for a particular purpose or other warranties, conditions, guarantees or representations whether express implied by statute or otherwise oral or in writing except as provided herein and except as to statute implied terms as to title.

ii. Notwithstanding (i) above the remedies set out in this Agreement do not apply to consumer transactions except in so far as they add to Customer´s rights implied by statute. In relation to such transactions the rights and obligations of Intelligent Retail and the Customer in respect of defects in any Products supplied by Intelligent Retail to the Customer under this agreement, the fitness for any particular purpose of such Products and the correspondence of such Products with any description or sample shall be determined by the Terms and Conditions implied by Statue.

iii. Notwithstanding (i) and (ii) above all rights which the Customer may have under the Consumer Protection Act 1987 and the Consumer Protection (Distance Selling) Regulations 2000 are in addition to those set out in this Agreement.

iv. The Customer agrees that Intelligent Retail will not be liable for any loss arising out of the provision of goods or services by any company organisational person other than Intelligent Retail or for any loss caused by the Customer´s failure to perform his obligations in relation to this agreement.

v. Intelligent Retail shall not in any event be liable for any indirect, special or consequential loss, howsoever arising (including but not limited to loss of anticipated profits or of data) in connection with or arising out of the supply, functioning or use of the Hardware or the Software even if Intelligent Retail shall have been advised of the possibility of such potential loss and shall not be liable for any loss except as provided for in this agreement.

13. Risk
Risk of loss or damage of any Hardware or Software shall pass from Intelligent Retail to the Customer on delivery of any such goods to the Customer´s premises. The Customer agrees to insure such goods on delivery.

14. Use of systems
For the avoidance of any doubt, it is the customer´s responsibility to import or add all data including staff and stock information to the Connect system. Intelligent Retail is not responsible for the maintenance, management, security or integrity of the Customer´s data. Intelligent Retail accepts no liability for the loss of any data or otherwise. Any services provided including backup and data sharing are at reasonable endeavours and the customer is entitled to make additional provision in these areas if it is deemed necessary.

15. Insolvency of Customer
15.1 This Clause applies if:
15.1.1 the Customer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or

15.1.2 an encumbrancer takes possession, or a receiver is appointed over any of the property or assets of the Customer; or

15.1.3 the Customer ceases or threatens to cease to carry on business; or

15.1.4 the Company reasonably apprehends that any of the events mentioned above are about to occur in relation to the Customer and notifies the Customer accordingly.

15.2 If this Clause 15 applies then without prejudice to any other rights or remedies available to the Company the Company shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Customer and if the Goods have been delivered and not paid for the price of the Goods in question shall become immediately due and payable notwithstanding any previous agreement or arrangements to the contrary.

16. Force majeure
Intelligent Retail shall not be liable for any failure in the performance of any of its obligations under this agreement caused by factors outside its control.

17. General
17.1 No waiver by Intelligent Retail of any breach of Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provisions of these Conditions.

17.2 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.

17.3 All notices served under these Conditions shall be in writing and shall be sent to the address of the recipient set out in the invoice (or to any later address in the United Kingdom notified for that purpose) and all notices delivered personally or sent by first class prepaid letter or by facsimile transmission shall be deemed to have been served:

17.3.1 immediately if they were sent by facsimile; and

17.3.2 on the second Business Day after posting if served by first class post; and

17.3.3 by delivery of the notice through the letter box of the party to be served and shall be treated and served on the first Business Day after delivery.

17.4 Intelligent Retail reserves the right to amend these Conditions in respect of any promotion, offer or the like made or issued by Intelligent Retail from time to time in relation to the Goods.

17.5 These Conditions shall be governed by and construed in accordance with the laws of England.

18. Additional terms
18.1 The terms set out in this Clause 18 shall apply only to those persons who deal as a consumer as defined in the Consumer Protection (Distance Selling) Regulations 2000 (Regulations).

18.2 A consumer shall, subject to the terms set out in this Clause 18, have the right to cancel a Contract within 7 working days from the day after the date of delivery of the Goods by Intelligent Retail to the consumer provided that he/she gives written notice of such cancellation in accordance with Clause 17.3.

18.3 If a consumer exercises his/her right to cancel a Contract pursuant to Clause 18.2, Intelligent Retail shall, in accordance with the Regulations, reimburse any payment made by the consumer within 30 days from the day on which he/she gave such notice of cancellation, provided that the consumer shall not be entitled to a prepayment in the event that:-

18.3.1 he/she does not take reasonable care of the Goods either prior to cancellation of the Contract or, following cancellation, while the Goods remain in the possession of the consumer. For the purposes of this sub-clause 18.3, a consumer shall be deemed not to have taken reasonable care of the Goods if such Goods are not kept packed in their original box, with all disks, manuals and cables and the external packaging is defaced or damaged in any way ; or

18.3.2 the Goods consist of in whole or in part of software which he/she has accepted the licence to such software by either breaking the seal or registering the software licence on-line or over the telephone.

18.4 Any Goods returned by a consumer pursuant to this Clause 18 shall be subject to a return charge of £10.00 plus VAT per Goods returned which represents the direct costs incurred by Intelligent Retail for such return.

3. Pre-Requisites
The pre-requisites (such as broadband being installed and switched on) must be completed one (1) week prior to installation date. If Works have not been completed then the installation may have to be re-arranged and additional charges applied.

3.1 All Hardware, Software and network cabling components associated with this order must have been ordered and delivered from either Intelligent Retail, or a Third Party supplier, in time for the commencement of the Works.

3.2 Arrangement and/or completion of any Third Party services required as part of the Works.

4. Intelligent Retail Personnel
4.1. The Intelligent Retail installation engineer will be responsible for carrying out the Works defined within the SOW, unless otherwise stated.

4.2. The Intelligent Retail installation engineer may decide to involve other Intelligent Retail personnel to assist with the Works defined in the SOW.

4.3. Behaviour. Intelligent Retail personnel are used to working in live retail environments and will behave in a courteous and polite manner at all times.

4.4. Responsibility. Whilst working on site Intelligent Retail is not liable for any accidental breakages of furnishings or equipment, or loss of sales arising from the activities undertaken on site.

5. Commencement of Works
5.1. The scheduling of the Works will only take place when an SOW has been written by Intelligent Retail and an order has been received.

5.2. The date for the commencement of Works will be agreed between Intelligent Retail and the Customer. IMPORTANT - PLEASE NOTE – A CANCELLATION CHARGE MAY APPLY.

6. Acceptance Testing
6.1. The Intelligent Retail installation engineer will undertake a series of basic Acceptance Tests to demonstrate to the Customer that the Works defined in the SOW have been successfully completed.

7. Duration
7.1. An estimate of the duration of the on-site time may be stated in the main part of the SOW. As this is an estimate only the time required on site may vary. Any changes in the time on site will be notified to the Customer as soon as possible.

7.2. The Intelligent Retail installation engineer will decide which of the activities are to be carried out on site and which can be most effectively carried out elsewhere.

7.3. In the event that the Intelligent Retail installation engineer completes the Works defined in the SOW before the end of the allotted time, they will not be obliged to perform tasks not covered in the SOW or remain on site.

8. Customer Responsibilities
8.1. Unless agreed otherwise unpacking and the positioning of all Hardware equipment in its final location prior to the commencement of the Works.

8.2. Ensure that the users of any existing systems that are being upgraded, or extended, are informed that the systems will be unavailable during the period over which the Works are being carried out.

8.3. Ensure that any existing Cabling Infrastructure is functioning correctly.

8.4. Ensure that any copies of Software required for the configuration of any Hardware, not supplied as part of the order, are available prior to the commencement of the Works.

8.5. Ensure that any copies of Software required for the configuration of Software Applications, not supplied as part of the order, are available prior to the commencement of the works.

8.6. If the customer has a network server ensure that full, verified tape backups of any existing network Servers are made prior to the commencement of the works. In the event of unforeseen difficulties the Intelligent Retail installation engineer may have to use these backups to restore Servers to their previous state. The Customer is therefore responsible for any loss of data due to failure, or incompleteness, of any backup tapes provided.

8.7. Ensure that for any existing Servers boot disks and emergency repair disks are prepared prior to the commencement of the Works and following the completion of the works.

8.8. Provide the Intelligent Retail installation engineer with appropriate user´s logon identity and password for all existing computer systems to be accessed.

8.9. Ensure that the Intelligent Retail installation engineer is granted full and exclusive access to all cabling and areas where work is required as well as parts of the network between 9 a.m. and 5 p.m. Any Works to be undertaken outside of these hours will be agreed with the Customer.

8.10. Ensure that members of the Customer´s IT support staff or outside company may be easily contacted during the period over which the Works are being carried out.

8.11. Ensure that the Intelligent Retail installation engineer is informed of any operational difficulties with either any existing network or building infrastructure prior to the commencement of the works.

8.12. Ensure that full and legal licences are possessed for all Software installed on the Server or Workstations before, during or after the Works to be carried out.

8.13. Following the completion of the works and with the exception of any outstanding actions detailed in the Engineers Scope of Works form the customer must endeavour to functionally check all Hardware and Software installed or configured under the SOW.

8.14. Functional checks should be carried over the first five (5) days under full operational conditions i.e. with normal numbers of users logged on and accessing the Hardware and Software in typical modes of use.

8.15. Incidents where Hardware or Software fails during the functional checking should be reported directly to Intelligent Retail Support.

8.16. Customers should expect to carry out reasonable levels of diagnostics and assistance to Intelligent Retail Support in rectifying any reported failures.

8.17. Issues of a non-technical nature arising from the works, or enquiries regarding outstanding tasks should be reported to the Intelligent Retail project co-ordinator.

9. Non-Functional Systems
9.1 Intelligent Retail cannot be held responsible where a system cannot be made to function correctly for reasons beyond our reasonable control, e.g. virus infection, misuse or abuse, force majeure, faulty or incompatible Hardware (unless supplied as part of this integration work), problems with broadband or corrupt or incompatible Software supplied by the Customer.

10. Price
10.1 The price quoted is based on the notes made in the project documentation. If for example your Broadband modem is installed in a different place to that expected and we have to undergo extra cabling work then we will charge for this work and materials used.

10.2 The price for installation is based on typical building conditions that allow simple application of trunking and cable runs. Intelligent Retail do not tend to conduct pre-installation site surveys as these can add a significant cost to an installation. If there are reasons upon installation why extra expense is incurred then Intelligent Retail reserves the right to charge for any extra time on site and materials required.

10.3 Whilst an engineer is on-site if it is found that extra chargeable work is required then permission of a manager will be sought before proceeding with additional Works. However if a manager is not available the Customer agrees it is practical to proceed without permission of a manager providing the costs are within 20% of the overall installation cost as this is preferential to the installation being aborted. If costs are higher than 20% of the installation cost then the installation may have to be aborted rather accumulate than costs that the Customer might not want incur.

C. WEBSITE DESIGN
1. General
This content defines the standard terms and conditions of supply which apply to Works carried out as part of a web design project.

1.1. Internet router
The Connect system uses the internet for communicating changes as well as backup of your important information. Intelligent Retail has found that broadband routers differ in quality and the best approach for reliability if to use a single tested router. In order to keep support and installation costs to a minimum in our standard service we will exchange any existing router with the current recommended router.

If for any reason the Customer needs to keep the existing router connected in place please let Intelligent Retail know at least two (2) week´s prior to installation as additional works many need to be planned and additional charges may apply.

1.2. Website hosting
Intelligent Retail occasionally get asked by Customers whether they can host their own website and database. Whilst this can be done, there would need to be development and testing of the proposed host with various software management programs installed. Connect relies on a solid and reliable host and a lot of testing has gone into making sure the existing solution is solid.

1.3. Website design copyright
Original sketches, copy, drawings, computer designs and artwork produced in the course of the Project and adopted and used by the Customer in practice will become the Customer´s property upon settlement in full or all invoices relating to the Project. All other original sketches, copy, drawings, computer designs, media plans and artwork will remain the property of Intelligent Retail.

1.4. Website marketing
The Connect system is a tool and as such does not guarantee sales or placement in any search engines. Whilst the websites are designed in a way in which search engines can easily locate pages and list them as high as possible, there can be no guarantees. Additional services are available for marketing guidance and implementation of multi channel businesses.

1.5. Confidentiality
Intelligent Retail shall both during the project and after its termination keep confidential and not (except as authorised or required by the purposes of the Project) use or disclose or attempt to use or disclose to any person any information which you previously indicated is confidential.

2. Pre-Requisites
2.1. URL
Intelligent Retail advise that the Customer buys the required URL (website address) prior to works commencing.

2.2. Words
The Customer should prepare words for each web page they have selected, for example Terms and Conditions, Services, About Us and Contact Us.

2.3. Pictures
Intelligent Retail recommends that customers ask suppliers for product pictures as early as possible.

3. Commencement of Works
3.1. The scheduling of the Works will only take place when an order signed by an Authorised Signatory, has been received by Intelligent Retail and the deposit payment has been received.

3.2. The date for the commencement of Works will be agreed between Intelligent Retail and the Customer.

4. Design changes
4.1 The initial design consultation will identify the main design elements and work will be initiated accordingly.

4.2. There are four (4) phases in the design. At each phase the Customer is entitled to feedback and to request design changes, or wording altered. Phase 4 is expected to be amendments of smaller items such as small changes to wording. If after these four (4) phases the customer would like additional changes, particularly significant design alterations, these may be chargeable.

5. Acceptance Testing
5.1. Once the design has been agreed and the Customer has loaded products to the live site Intelligent Retail will test the website, this usually (but not always) includes purchasing an item online.

6. Customer Responsibilities
6.1. Provide clear design steering at the initial stages of design.

6.2. Provide complete written material for each web page, for example Terms and Conditions.

6.3. Provide input at action in a timely manner through each phase of the design.