Terms and Conditions
MANVANGO (LONDON) LTD
Application and entire agreement
1. These Terms and Conditions will apply to the purchase of the goods detailed in our quotation (Goods) by the buyer (you) from MANVANGO (LONDON) LTD a company registered in England and Wales under number 10448007 whose registered office is at 20-22 Wenlock Road, London N1 7GU, United Kingdom (we, our or us).
2. These Terms and Conditions will be deemed to have been accepted by you when you accept them or the quotation or from the date of any of the Goods (whichever happens earlier) and will constitute the entire agreement between us and you.
3. These Terms and Conditions and the quotation (together, the Contract) apply to the purchase and sale of any Goods between us and you, to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
5. A "business day" means any day other than a Saturday, Sunday or bank holiday.
6. The headings in these Terms and Conditions are for convenience only and will not affect their interpretation.
7. Words imparting the singular number include the plural and vice-versa.
8. The description of the Goods is set out below, and in our sales documentation, unless expressly changed in our quotation. In accepting the quotation you acknowledge that you have not relied upon any statement, promise or other representations about the Goods by us. Descriptions of the Goods set out in our sales documentation are intended as a guide only.
9. We can make any changes to the specification of the Goods which are required to conform to any applicable safety or other statutory or regulatory requirements.
10. You will have the benefit of the full range of our services ('the Services') as listed on www.manvango.com under the relevant column for the product you purchase - the services are detailed at on our website: www.manvango.com
11. The Services include, but are not limited to:
Personnel and subcontractors
12. MANVANGO (LONDON) LTD may in its absolute discretion sub-contract the performance of any of its obligations under these Terms.
13. You indemnify us and keep indemnified ourselves, our officers, employees, contractors and agents against any costs or expenses (including the cost of any settlement) arising out of any claim, action, proceeding or demand that may be brought, made or prosecuted against us. any person arising out of or as a consequence of an unlawful or negligent act or omission of the first party, its officers, employees or agents in any way connected with these Terms arising from any failure of the first party to comply with these Terms or otherwise.
14. The indemnity extends to and includes all costs, damages and expenses reasonably and properly incurred by the second party in defending any such action, proceeding claim or demands.
15. You acknowledge that our systems, servers and equipment may from time to time be inoperative or only partly operational as a consequence of mechanical breakdown, maintenance, hardware or software upgrades, telecommunication connectivity problems or other causes outside its control.
16. In the event of any such interruptions we will notify you by email as soon as reasonably practicable of any such interruptions to its ability to provide the Services.
17. We agree to rectify faults or problems and to restore the system to full operational capacity as soon as reasonably practicable.
18. Subject to our compliance with the “Availability” clause above, We excludes liability for any loss of profit caused to you as a result of the system not being fully operational.
19.Each party warrants to the other that;
a) it has the authority to perform its obligations under these Terms; and
b) it has the ability to perform its obligations under these Terms.
20. MANVANGO (LONDON) LTD warrants to the Customer that the Services:
a) will be provided by appropriately qualified and experienced personnel using all reasonable care and skill;
b) will not knowingly infringe the Intellectual Property rights of any third party
21.The Customer warrants to MANVANGO (LONDON) LTD that:
a) the use by MANVANGO (LONDON) LTD of any works or materials submitted by the Customer to MANVANGO (LONDON) LTD under these Terms will not infringe the rights of any person or contravene any law;
b) it is solely responsible for communicating with persons who access its websites or other sites and that it will not divert any complaints or concerns to MANVANGO (LONDON) LTD.
22. MANVANGO (LONDON) LTD shall not be liable for defects resulting from improper use of the Services by the Customer or by another third party.
30. The price (Price) of the Goods is set out in our quotation current at the date of your order or such other price as we may agree in writing.
31. If the cost of the Goods to us increases due to any factor beyond our control including, but not limited to, material costs, labour costs, alteration of exchange rates or duties, or changes to delivery rates, we can increase the Price prior to delivery.
32. Any increase in the Price under the clause above will only take place after we have told you about it.
33. You may be entitled to discounts. Any and all discounts will be at our discretion.
34. The Price is inclusive of fees for packaging and transportation / delivery.
35. The Price is inclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
36. We reserve the right to adjust the cost of the Services at any time.
Cancellation and alteration
41. Details of the Goods as described in the clause above (Goods) and set out in our sales documentation are subject to alteration without notice and are not a contractual offer to sell the Goods which is capable of acceptance.
42. The quotation (including any non-standard price negotiated in accordance with the clause on Price (above) is valid for a period of 1 day only from the date shown in it unless expressly withdrawn by us at an earlier time.
43. Either of us can cancel the order for any reason prior to your acceptance (or rejection) of the quotation.
49. We will invoice you for the Price either:
a) partially before delivery of the Goods, or at any time after delivery of the Goods
50. You must pay the Price immediately upon our quotation, on the date of our invoice or otherwise according to any credit terms agreed between us.
51. You must make payment even if delivery has not have taken place and / or that the title in the Goods has not passed to you.
52. If you do not pay within the period set out above, we will suspend any delivery of site details/services/items to you and without limiting any of our other rights or remedies for statutory interest, charge you interest at the rate of 8% per annum above the base rate of the Bank of England from time to time on the amount outstanding until you pay in full.
53. Time for payment will be of the essence of the Contract between us and you.
54. All payments must be made in British Pounds unless otherwise agreed in writing between us.
55. Both parties must pay all amounts due under these Terms and Conditions in full without any deduction or withholding except as required by law and neither party is entitled to assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
56. Each party may use the Confidential Information of a disclosing party only for the purposes of these Terms and must keep confidential all Confidential Information of each disclosing party except to the extent (if any) the recipient of any Confidential Information is required by law to disclose the Confidential Information.
57. Each party may disclose Confidential Information of the other party to those of its employees and agents who have a need to know the Confidential Information for the purposes of these Terms but only if the employee or agent executes a confidentiality undertaking in a form approved by the other party.
58. All documents and other materials containing Confidential Information of either party will be returned to that party immediately upon termination of the Services
59. The parties' obligations to keep information confidential will survive the termination of the Services.
60. The obligations of confidentiality do not extend to information that:
a) is or becomes public knowledge (otherwise than as a result of a breach of these Terms); or
b) is required by law to be disclosed
Risk and title
61. The risk in the site purchased will pass to you on completion of delivery.
62. Title to the Goods will not pass to you until we have received payment in full (in cash or cleared funds) for: (a) the site and/or (b) any other goods or services that we have supplied to you in respect of which payment has become due.
63. Until title to the Goods have passed to you, you must (a) hold the Goods on a fiduciary basis as our Bailee; and/or (b) store the goods separately and not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; and/or (c) keep the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.
64. As long as the Goods have not been resold, or irreversibly incorporated into another product, and without limiting any other right or remedy we may have, we can at any time ask you to deliver up the Goods and, if you fail to do so promptly, enter any of your premises or of any third party where the Goods are stored in order to recover them.
65. We may assign and/or transfer, entirely or in part, the rights and obligations derived here from without the express and prior authorization of yourself. We may subcontract services purchased as part of your contract. You agree to be contacted directly by any subcontractor for the services that you may have purchased.
67. Should you cancel the service, you will not be entitled to the refund of the deposit paid. This does not affect your statutory rights.
Service delivery timelines
69. Once we’ve received your order we process them right away and aim to deliver within day agreed when booking online.
70. We can terminate the sale of Goods under the Contract where:
a) you commit a material breach of your obligations under these Terms and Conditions;
b) you are or become or, in our reasonable opinion, are about to become the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtors;
c) you enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with your creditors; or
d) you convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part thereof, any documents are filed with the court for the appointment of an administrator, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of your affairs or for the granting of an administration order, or any proceedings are commenced relating to your insolvency or possible insolvency.
e) You have misrepresented yourself in any way in disclosing relevant information to us.
f) You fail to pay the amount due to us and do not make that payment within 7 days after receiving notice requiring you to do so.
71. You may terminate the sale of Goods under the contract and transfer the domain name
a) Where you have completed all your payment and other duties under this contract
Limitation of liability
72. Our liability under the Contract, and in breach of statutory duty, and in tort, misrepresentation or otherwise will be limited to this clause.
73. Subject to the clauses above on Inspection and Acceptance and Risk and Title, all warranties, conditions or other terms implied by statute or common law (save for those implied by Section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.
74. If we do not deliver the Goods, our liability is limited, subject to the clause below, to the costs and expenses incurred by you in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.
75. Our total liability will not, in any circumstances, exceed the total amount of the Price payable by you.
76. We will not be liable (whether caused by our employees, agents or otherwise) in connection with the Goods, for:
a) any indirect, special or consequential loss, damage, costs, or expenses; and/or
b) any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; and/or
c) any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; and/or
d) any losses caused directly or indirectly by any failure or breach by you in relation to your obligations; and/or
e) any loss relating to the choice of the Goods and how they will meet your purpose or the use by you of the Goods supplied.
77. The exclusions of liability contained within this clause will not exclude or limit our liability for death or personal injury caused by our negligence; or for any matter for which it would be illegal for us to exclude or limit our liability; and for fraud or fraudulent misrepresentation.
Exclusion of Third Parties
78. The Contracts (Rights of Third Parties) Act 1999 shall not apply to these Terms and no person other than the parties to these Terms shall have any rights under it, nor shall it be enforceable under that Act by any person other than the parties to it.
79. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
80. Notices will be deemed to have been duly given:
a) when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
b) when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
c) on the fifth business day following mailing, if mailed by national ordinary mail; or
d) on the tenth business day following mailing, if mailed by airmail.
81. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.
Circumstances beyond our control
82. We shall not be liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond our control.
83. No waiver by us of any breach of these Terms and Conditions by you shall be considered as a waiver of any subsequent breach of the same or any other provision.
84. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
Alternative Dispute Resolution
85. All disputes at any time arising between the parties that cannot be resolved by negotiation may be referred to an expert in accordance with the remaining provisions of this clause.
86. The expert shall have appropriate qualifications and practical experience to resolve the particular dispute and be agreed by the parties or in the event of failure to agree shall be appointed by the President for the time being of the British Computer Society.
87. The parties shall promptly furnish to the expert all information relating to the particular dispute reasonably requested by him, imposing appropriate obligations of confidence.
88. The expert shall be required by the parties to use all reasonable endeavours to render his decision within 30 days following his receipt of the information requested or if this is not possible so soon thereafter as may reasonably be practicable and the parties shall co-operate fully with the expert to achieve this objective.
89. The parties shall share equally the fees and expenses of the expert. The decision of the expert shall be final and binding upon each of the parties.
90. For the avoidance of doubt the provisions of this clause provides for a form of advanced dispute resolution and is not a reference to arbitration.
Law and jurisdiction
91. These Terms and Conditions are governed by and interpreted according to English law. All disputes arising under these Terms and Conditions are subject to the exclusive jurisdiction of the English courts.
92. MANVANGO (LONDON) LTD is not a law firm, and our employees or sub-contractors are not acting as a solicitor. MANVANGO (LONDON) LTD does not practice law and does not give legal advice. Our Website is not intended to create a solicitor-client relationship and, by using the Website, no solicitor-client relationship will be created with MANVANGO (LONDON) LTD. Instead, you are representing yourself in any legal matter you undertake through obtaining, or using the company's legal document service. The company and its document service is not a substitute for the advice of a solicitor.
The information provided by MANVANGO (LONDON) LTD verbally, in writing or on the site does not constitute legal advice. It should therefore not be relied upon as legal advice. Because the law changes rapidly, MANVANGO (LONDON) LTD cannot guarantee that all the information provided is current or correct. Not only does the law differ from jurisdiction to jurisdiction, but it also is subject to interpretation by different courts. No general information or legal tool like the ones MANVANGO (LONDON) LTD provides can fit every circumstance. Therefore, if you need legal advice for a specific problem, you should consult a licensed solicitor in your area.
MANVANGO (LONDON) LTD is not responsible for any loss, injury, claim, liability, or damage related to your use either of legal documents provided by MANVANGO (LONDON) LTD or of any tools used or linked to MANVANGO (LONDON) LTD. Although this is the case for all uses of these services, we specifically mention here two of the most likely causes:
(1) Incidents caused by the omission of facts; and (2) incidents caused by errors or omissions in the content of our documents or any other linked sites. In short, your Use of MANVANGO (LONDON) LTD is at your own risk.
Changes to this terms and conditions
93. MANVANGO (LONDON) LTD reserves the right to change this terms and conditions as we may deem necessary from time to time or as may be required by law. Any changes will be immediately posted on the Website and you are deemed to have accepted the terms of the terms and conditions on your first use of the Website following the alterations. You may contact MANVANGO (LONDON) LTD by email at email@example.com.
26 October 2016