Terms and conditions of supply

1. These Terms

1.1 What these terms cover. These are the terms and conditions on which we supply products to you, whether these are goods, services or digital content and whether you order through our website or through the catalogue (and whether by telephone, email, desktop ordering, through our punchout solutions or otherwise in writing).

1.2 Why you should read them. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss. Unless we specifically agree otherwise in writing, these terms will be deemed to be incorporated into all orders to the exclusion of any other terms or conditions which you may seek to impose or incorporate. For the avoidance of doubt, these terms will apply and any separate terms and conditions which conflict with these terms and which may otherwise appear in a catalogue shall not apply to orders.

1.3 Are you a business customer or a consumer? In some areas you will have different rights under these terms depending on whether you are a business or consumer. You are a consumer if:

You are an individual.
You are buying products from us wholly or mainly for your personal use (not for use in connection with your trade, business, craft or profession).

Provisions specific to consumers (those purchasing for personal use) only are in green and those specific to businesses only are in orange.

1.4 If you are a business customer this is our entire agreement with you. If you are a business customer these terms constitute the entire agreement between us in relation to your purchase. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

2. Information About Us And How To Contact Us

2.1 Who we are. These terms apply to purchases made from “ESPO”. ESPO is a registered UK trade mark and a trading name of Leicestershire County Council and ESPO Trading Limited (as further defined below):

(a) Leicestershire County Council, trading as ESPO, of Barnsdale Way, Grove Park, Enderby, Leicester, LE19 1ES. Leicestershire County Council operates the site in its capacity as servicing authority to a joint committee that acts as a central purchasing body known as ESPO.

In this context, ESPO is the trading name of the joint committee comprising of member authorities. It was established pursuant to section 101(5) and section 102 of the Local Government Act 1972, section 9EB of the Local Government Act 2000 and section 1 of the Local Authorities (Goods and Services) Act 1970 to act as a central purchasing body for the purposes of the Public Contracts Regulations 2015. Through its servicing authority (Leicestershire County Council), ESPO procures services and goods which it supplies to public bodies, as defined in and using powers under the Local Authorities (Goods and Services) Act 1970 (“LAGSA”).

(b) Through its servicing authority, ESPO may in addition supply services and goods to bodies other than those identified in LAGSA. ESPO Trading Limited, trading as ESPO, is a company registered in England and Wales with company number 11227986 and registered address is Barnsdale Way, Grove Park, Enderby, Leicester, LE19 1ES.

ESPO Trading Limited was established and is supported by Leicestershire County Council as servicing authority and uses the powers under section 4 of the Localism Act 2011 and section 95 of the Local Government Act 2003.

Whether your agreement is with Leicestershire County Council, trading as ESPO or with ESPO Trading Limited, trading as ESPO, will depend on the organisation that you have registered with and will be confirmed in your order acknowledgement.

2.2 How to contact us. To contact us, please refer to the contact information available at espo.org/contact-us.

2.3 How we may contact you. If we have to contact you we will do so by email or by telephone or by writing to you at the postal address you provided to us in your order. You will need to keep your email and contact details up to date in order to receive notifications about your order.

2.4 "Writing" includes emails. When we use the words "writing" or "written" in these terms, this includes emails.

3. Our Contract With You

3.1 Placing your order. You should follow the onscreen prompts to place an order through the website. If you order over the phone you should follow the instructions and prompts provided. Each order is an offer by you to buy the products specified in the order subject to these terms and conditions.

3.2 Correcting input errors. Please check your order carefully and amend any errors before submitting your order to us. You are responsible for ensuring that your order and any specification submitted by you is complete and accurate.

3.3 Acknowledging receipt of your order. After you place an order, you will receive an email from us acknowledging that we have received it. Our acceptance of your order will take place as described in clause 3.4.

3.4 How we will accept your order. Our acceptance of your order will take place:

(a) when we send the email to you to acknowledge receipt of your order and confirm that we accept it (or part of it, as applicable), or, if earlier,
(b) the date on which we send you the confirmation (usually be email) that, in the case of:
- (i) goods, that the goods have been dispatched;
- (ii) digital content, when the content has been made available to you,
(iii) services, when the services commence,

at which point a contract will come into existence between you and us.

3.5 If we cannot accept your order. If we are unable to accept your order (or part of your order), we will inform you of this in writing and will not charge you for the product. If you have paid in advance we will provide a refund for the products that we are unable to accept the order for. We reserve the right to accept or decline orders at our discretion. There are a number of reasons for this which may include, but not be limited to the following, because:

(a) the product is out of stock;
(b) of unexpected limits on our resources which we could not reasonably plan for;
(c) a credit reference we have obtained for you does not meet our minimum requirements;
(d) we have identified an error in the price or description of the product;
(e) our third party supplier or delivery agent is not able to deliver to your location; or
(f) we are unable to meet a delivery deadline you have specified.

We also reserve the right to reject orders or cancel accepted orders/contracts (as appropriate) in the event that we reasonably determine that products are being ordered for resale.

3.6 Minimum Orders: From time to time we may also introduce minimum order volumes for certain products or orders and, if these minimum order volumes are not met, we reserve the right to reject or cancel any orders. We cannot accept orders or supply products from any person under the age of 18.

3.7 Your order number. We will assign an order number to your order and tell you what it is when we acknowledge your order. It will help us if you can tell us the order number whenever you contact us about your order.

3.8 We only sell to England, Northern Ireland, Scotland and Wales. Our website is solely for the promotion of our products in England, Northern Ireland, Scotland and Wales. Unfortunately, we do not accept orders from addresses outside these geographical locations. If you wish to order from an address, or require delivery to address outside these geographical locations, please contact us through espo.org/contact-us to discuss your requirements. If we do agree to deliver to an international delivery destination, your order may be subject to import duties and taxes which are applied when the delivery reaches that destination. We have no control over those charges and we cannot predict their amount. You will be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your order.

4. Our Products

4.1 Products may vary slightly from their pictures or description. The images of the products on our website or in our printed catalogues are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that the print or a device's display of the colours accurately reflects the colour of the products. Your product may vary slightly from those images. Although we have made every effort to be as accurate as possible, because some of our products are bespoke or handmade, sizes, weights, capacities, dimensions and measurements indicated are approximate only and are as described by our suppliers or manufacturers.

4.2 Product packaging may vary. The packaging of the product may vary from that shown in images on our website.

4.3 Making sure your measurements are accurate. If the product is being made to measurements you have given us you are responsible for ensuring that these measurements are correct. We may provide further information and tips on how to measure on our website or by contacting us espo.org/contact-us.

5. Your Rights To Make Changes

If you wish to make a change to the product you have ordered please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the product, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change. Some changes may not be possible if the product is based on your measurements or is made to order.

6. Our Rights To Make Changes

6.1 Minor changes to the products. We may change the product:

(a) to reflect changes in relevant laws and regulatory requirements, including for example to comply with health and safety requirements;
(b) to implement minor technical adjustments and improvements, for example to address a security threat; or
(c) where a suppler or manufacturer makes changes or modifications to the product. These changes will not materially affect your use of the product.

6.2 More significant changes to the products and these terms. In addition, as we informed you in the description of the product on our website or printed catalogue, we may make changes to these terms or the product, but if we do so we will notify you and you may then contact us to end the contract before the changes take effect and receive a refund for any products paid for but not received.

6.3 Updates to digital content. We may update or require you to update digital content, provided that the digital content continues to match the description of it that we provided to you before you bought it.

7. Providing The Products

7.1 Delivery costs. The costs of delivery will be as displayed to you on our website. Products that we hold in stock will usually be eligible for free UK delivery where stock orders are over £15. We have a small order service charge of £5.95 which will apply to stock orders under £15. This service charge will apply to each individual order or transaction. Returned orders below £15 do not qualify for a service charge refund unless the product is returned in accordance with the returns policy due to the stock being faulty. Where an item is to be delivered directly from a third party supplier, the delivery cost shall be provided to you as a separate quotation or will be as shown on the website. You will be responsible for arranging suitable access to allow delivery. Additional charges may apply if you require delivery other than to the ground floor.

7.2 When we will provide the products.

(a) If the products are goods that we hold in stock (as indicated by the product code being shown in black on the website or in the printed catalogue), we will deliver them to you on your next scheduled delivery or as soon as reasonably possible.
(b) If the products are goods supplied directly from our supplier (as indicated by the product code being shown in blue on the website or in the printed catalogue) the third party supplier will deliver them to you as soon as reasonably possible.
(c) If the products are made to measure or bespoke goods. If the products are made to measure or bespoke goods the third party will deliver them to you as soon as reasonably possible (an estimated lead time will be indicated in the catalogue and on the website).
(d) If the products are one-off services. We will begin the services on the date agreed with you during the order process. The estimated completion date for the services is as told to you during the order process.
(e) If the product is a one-off purchase of digital content. We will confirm when the digital content is or will be available for download after the time that we accept your order.
(f) If the products are ongoing services or a subscription to receive goods or digital content. We will supply the services, goods or digital content to you until either the services are completed or the subscription expires (if applicable) or you end the contract as described in clause 8 or we end the contract by written notice to you as described in clause 10.

7.3 We are not responsible for delays outside our control. If our supply of the products is delayed by an event outside our control then we will try to contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event.

7.4 If no one is available at the delivery address to take delivery. There may be an additional re-delivery charge or storage/collection charge.

7.5 If you do not allow us access to provide services or to make a delivery. If you do not allow us access to your property to perform the services or to make a delivery as arranged (and you do not have a good reason for this) we may charge you additional costs incurred by us as a result. If, despite our reasonable efforts, we are unable to contact you or re-arrange access to your property we may end the contract and clause 2 will apply.

7.6 When you become responsible for the products. Risk and responsibility for a product shall pass at the time that you or your agent take delivery or commence download (in the case of digital content).

7.7 When you own products. You own the product(s) once we have received payment in full for that product.

7.8 What will happen if you do not give required information to us. We may need certain information from you so that we can supply the products to you. If so, this will have been stated when you register, or in the description of the products on our website and/or catalogue. We will contact you either by telephone or in writing to ask for this information. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract (and clause 2 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the products late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.

7.9 Reasons we may suspend the supply of products to you. We may have to suspend the supply of a product to:

(a) wait for overdue payments to be cleared or where you have exceeded a permitted credit limit;
(b) accrue orders to meet a minimum order limit;
(c) allow you to resolve delivery access issues;
(d) deal with technical problems or make minor technical changes;
(e) update the product to reflect changes in relevant laws and regulatory requirements;
(f) wait for the item to become available where it is not currently available;
(g) consider items where a third party supplier has forced an unforeseen price increase; or
(h) make changes to the product as requested by you or notified by us to you (see clause 6).

7.10 Your rights if we suspend the supply of products (whether goods, services or digital content). We will try our best to contact you in advance to tell you we will be suspending supply of the product, unless the problem is urgent or an emergency. If we have to suspend the product for an extended period or beyond an agreed delivery date, we will adjust the price so that you do not pay for products while they are suspended. You may contact us to end the contract for a product if we suspend it, or tell you we are going to suspend it, in each case for a period substantially beyond that agreed and we will refund any sums you have paid in advance for the product in respect of the period after you end the contract.

7.11 We may also suspend supply of the products if you do not pay. If you do not pay us for products when you are supposed to (see clause 4) and you still do not make payment within 7 days of us reminding you that payment is due, or you do not provide a valid reason for non-payment, we may suspend supply of products until you have paid us the outstanding amounts. We will try and contact you to tell you we are suspending supply of the products. We will not suspend the products where you dispute the unpaid invoice (see clause 14.7). We will not charge you for products during the period for which they are suspended. As well as suspending the products we can also charge you interest on your overdue payments (see clause 14.6).

8. Your Rights To End The Contract

You may be able to end your contract with us. Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing, when you decide to end the contract and whether you are a consumer or business customer.

8.1 If what you have bought is faulty or misdescribed you may have a legal right to end the contract (or to get the product repaired or replaced or a service re-performed or to get some or all of your money back), see clause 12 if you are a consumer and clause 13 if you are a business.

8.2 Ending the contract because of something we have done or are going to do. If you are ending a contract for a reason set out at (a) to (e) below the contract will end immediately and we will refund you in full for any products which have not been provided. The reasons are:

(a) we have told you about an upcoming material change to the product or these terms which you do not agree to (see clause 2);
(b) we have told you about an error in the price or description of the product you have ordered and you do not wish to proceed;
(c) the supply of the products is significantly delayed because of events outside our control;
(d) we have suspended supply of the products for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a substantial extended period beyond that which has been agreed with you in writing; or
(e) you have a legal right to end the contract because of something we have done wrong.

8.3 Exercising your right to change your mind if you are a consumer (Consumer Contracts Regulations 2013). If you are a consumer then for most products bought online you have a legal right to change your mind within 14 days and receive a refund subject to you paying the costs of return or collection and certain deductions. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these terms. The right to change your mind does not apply for the reasons set out in clause 8.5 below.

8.4 How long do consumers have to change their minds? If you are a consumer how long you have to change your mind depends on what you have ordered and how it is delivered.

(a) Have you bought services? If so, you have 14 days after the day we confirm we accept your order. However, once we have completed the services you cannot change your mind, even if the period is still running. If you cancel after we have started the services, you must pay us for the services provided up until the time you tell us that you have changed your mind.
(b) Have you bought digital content for download or streaming? if so, you have 14 days after the day we email you to confirm we accept your order, or, if earlier, until you start downloading or streaming. If we have already delivered the digital content to you, and you agreed to this when ordering, you will not have a right to change your mind.
(c) Have you bought goods?, if so you have 14 days after the day you (or someone you nominate) receives the goods, unless:
- (i) Your goods are split into several deliveries over different days. In this case you have until 14 days after the day you (or someone you nominate) receives the last delivery.
- (ii) Your goods are for regular delivery over a set period. In this case you have until 14 days after the day you (or someone you nominate) receives the first delivery of the goods.

8.5 When you do not have a right to change your mind or cancel the contract. If you have a right to change your mind or cancel the contract or your order, this does not apply in respect of:

(a) goods which are bespoke or made to measure;
(b) any perishable goods which have a short shelf life, have been opened or are not stored correctly;
(c) digital products after you have started to download or stream these;
(d) services, once these have been completed, even if the cancellation period is still running;
(e) products sealed for health protection or hygiene purposes, once these have been unsealed after you receive them;
(f) sealed audio or sealed video recordings or sealed computer software, once these products are unsealed after you receive them; and
(g) any products which become mixed inseparably with other items after their delivery.

8.6 Ending the contract where we are not at fault and there is no right to change your mind. Even if we are not at fault and you are not a consumer who has a right to change their mind in accordance with clause 3, you may still have the opportunity to end the contract before it is completed i) if the products have not been dispatched; and ii) the circumstances in clause 8.5 do not apply:

(a) Goods and Digital Content: A contract for goods or digital content is fulfilled when the product is delivered, downloaded or streamed and paid for.
(b) Services: A contract for services is completed when we have finished providing the services and you have paid for them.

If you want to end the contract in these circumstances, just contact us to let us know. The contract will not end until 1 calendar month after the day on which you contact us. We will refund any advance payment you have made for products which will not be provided to you.

9. How To End The Contract With Us

(Including If You Are A Consumer Who Has Changed Their Mind)

9.1 Tell us you want to end the contract. To end the contract with us, please let us know by doing one of the following:

(a) Phone or email. Please contact us using the details at espo.org/contact-us. Please provide your name, address, email address, details of the order and, where available, your phone number.

9.2 Returning products after ending the contract. If you end the contract for any reason after products have been dispatched to you or you have received them, you must return them to us. You must allow us to collect them from you or, where collection is not possible, post them back to us at the address agreed. Please contact us through espo.org/contact-us for a return label or to arrange collection. If you are a consumer exercising your right to change your mind you must arrange collection, or if not possible, send off the goods within 14 days of telling us you wish to end the contract.

9.3 When we will pay the costs of return. If we cannot collect products, we will pay the costs of return:

(a) if the products are faulty or misdescribed; or
(b) if you are ending the contract because we have told you of an upcoming change to the product or these terms, an error in pricing or description, a delay in delivery due to events outside our control or because you have a legal right to do so as a result of something we have done wrong.

In all other circumstances (including where you are a consumer exercising your right to change your mind) you must pay the costs of return or collection unless we agree otherwise in writing.

9.4 What we charge for collection. If you are responsible for the costs of return and we are collecting the product from you, we will charge you:

(a) £9.95 for stock items; or
(b) the direct cost to us of collection for direct deliveries.

You will need to give us notice of a required collection for direct from the supplier orders and for stock items.

9.5 How we will refund you. If you are entitled to a refund under these terms we will refund you the price you paid for the products, by the method you used for payment. However, we may make deductions from the price, as described below.

9.6 When we may make deduction from refunds if you are a consumer exercising your right to change your mind. If you are exercising your right to change your mind:

(a) We may reduce your refund of the price (excluding delivery costs) to reflect any reduction in the value of the goods, if this has been caused by your handling them in a way which would not be permitted in a shop. If we refund you the price paid before we are able to inspect the goods and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount.
(b) The maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer. For example, if we offer delivery of a product within 5 days at one cost but you choose to have the product delivered within 24 hours at a higher cost, then we will only refund what you would have paid for the cheaper delivery option.
(c) Where the product is a service, we may deduct from any refund an amount for the supply of the service for the period for which it was supplied, ending with the time when you told us you had changed your mind. The amount will be in proportion to what has been supplied, in comparison with the full coverage of the contract.

9.7 When your refund will be made. We will make any refunds (to your payment card) due to you as soon as possible. If you are a consumer exercising your right to change your mind then:

(a) If the products are goods and we have not offered to collect them, your refund will be made within 14 days from the day on which we receive the product back from you. For information about how to return a product to us, see clause 2.
(b) In all other cases, your refund will be made within 14 days of your telling us you have changed your mind.

10. Our Rights To End The Contract

10.1 We may end the contract if you break it. We may end the contract for a product at any time by writing to you if are in breach of the contract, including if:

(a) you do not make any payment to us when it is due and you still do not make payment within 7 days of us reminding you that payment is due;
(b) you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the products;
(c) you do not, within a reasonable time, allow us to deliver the products to you or collect them from us;
(d) you do not, within a reasonable time, allow us access to your premises to supply the services; or
(e) if the price that you have been quoted is changed and we are unable to continue with the order.

10.2 You must compensate us if you break the contract. If we end the contract in the situations set out in clause 1 we will refund any money you have paid in advance for products we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract.

10.3 We may withdraw the product. We may write to you to let you know that we are going to stop providing the product. We will let you know as soon as possible and where possible in advance of our stopping the supply of the product and will refund any sums you have paid in advance for products which will not be provided.

11. If There Is A Problem With The Product

How to tell us about problems. If you have any questions or complaints about the product, please contact us through espo.org/contact-us.

12. Your Rights In Respect Of Defective Products If You Are A Consumer

12.1 If you are a consumer we are under a legal duty to supply products that are in conformity with this contract. See the box below for a summary of your key legal rights in relation to the products. Nothing in these terms will affect your legal rights.

Summary of your key legal rights

This is a summary of your key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06.

If your product is goods, for example furniture, the Consumer Rights Act 2015 says goods must be as described, fit for purpose and of satisfactory quality. During the expected lifespan of your product your legal rights entitle you to the following:

a) Up to 30 days: if your goods are faulty, then you can get an immediate refund.

b) Up to six months: if your goods can't be repaired or replaced, then you're entitled to a full refund, in most cases.

c) Up to six years: if your goods do not last a reasonable length of time you may be entitled to some money back.

See also clause 8.2.

12.2 Your obligation to return rejected products. If you wish to exercise your legal rights to reject products you must either allow us to collect them from you or, if we are unable to do so, return them to us by post. We will pay the costs of postage if we are not able to collect. Please contact us through espo.org/contact-us for a return label or to arrange collection.

13. Your Rights In Respect Of Defective Products If You Are A Business

13.1 If you are a business (or any other organisation or person acting other than as a consumer) we warrant that on delivery, any products which are goods shall:

(a) conform in all material respects with their description;
(b) be free from material defects in design, material and workmanship.

You must check that any goods are of satisfactory quality on delivery and that the correct number of goods have been received. You will need to notify us in accordance with clause 11 of any issue within 24 hours of delivery for direct from the suppliers orders and within 72 hours of delivery for stock items. We will arrange for collection of the items.

13.2 Subject to clause 3, we will pass on any warranties provided from the original date of purchase from the manufacturers of the items to you. Beyond that we do not make any promise in respect of the goods.

13.3 We will not be liable for a product's failure to comply with any warranty in clause 1 or 13.2 if:

(a) you make any further use of such product after giving a notice in accordance with the relevant warranty;
(b) the defect arises because you failed to follow our or the manufacturers oral or written instructions as to the storage, installation, commissioning, use or maintenance of the product or (if there are none) good trade practice;
(c) the defect arises as a result of us following any drawing, design or specification supplied by you;
(d) you alter or repair the product without our written consent; or
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions.

13.4 Except as provided in this clause 13, we shall have no liability to you in respect of a product's failure to comply with the warranty set out in clause 1 or 13.2.

14. Price And Payment

14.1 Where to find the price for the product. The price of the product (which excludes VAT) will be the price indicated in your basket when you submitted your order. We take all reasonable care to ensure that the price of the product advised to you is correct. However please see clause 3 for what happens if we discover an error in the price of the product you order. Prices in the printed catalogue are valid at the time of print. Prices applicable at the time of order should be checked on the website prior to submitting your order. We reserve the right to amend the prices at any time.

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

14.3 What happens if we got the price wrong. It is always possible that, despite all our reasonable efforts, some of the products we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the product's correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the product's correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order. If we accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract, refund you any sums you have paid and require the return of any goods provided to you. If after you have made the offer, the applicable price of an item changes, we will notify you of the difference in the cost and you will have an opportunity to reconfirm the offer at the revised price or to withdraw the offer that you have made.

14.4 When you must pay and how you must pay. We accept payment with all major debit and credit cards except American Express. When you must pay depends on what product you are buying:

(a) For goods, unless we have agreed a credit invoice process with you in writing, you must pay for the products before we dispatch them.
(b) For digital content, you must pay for the products before you download them.
(c) For services, unless stated on the website or in the catalogue or otherwise agreed with us that there will be an initial payment or staged payments, you must pay for the services on completion

You must pay each invoice within 30 calendar days after the date of the invoice.

14.5 No right of set-off if you are a business customer. If you are a business customer 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).

14.6 We can charge interest if you pay late. If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of Bank of England from time to time or if higher 4%. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.

14.7 What to do if you think an invoice is wrong. If you think an invoice is wrong please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.

15. Our Responsibility For Loss Or Damage Suffered By You If You Are A Consumer

15.1 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.

15.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the products as summarised at clause 1; and for defective products under the Consumer Protection Act 1987.

15.3 When we are liable for damage to your property. If we are providing services in your property, we will make good any damage to your property caused by us while doing so. However, we are not responsible for the cost of repairing any pre-existing faults or damage to your property that we discover while providing the services.

15.4 When we are liable for damage caused by defective digital content. If defective digital content which we have supplied damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill we will either repair the damage or pay you compensation. However, we will not be liable for damage which you could have avoided by following our advice to apply an update offered to you free of charge or for damage which was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.

15.5 We are not liable for business losses. If you are a consumer we only supply the products to you for domestic and private use. If you use the products for any commercial, business or re-sale purpose our liability to you will be limited as set out in clause 16.

16. Our Responsibility For Loss Or Damage Suffered By You If You Are A Business

16.1 Nothing in these terms shall limit or exclude our liability for:

(a) death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) any matter in respect of which it would be unlawful for us to exclude or restrict liability.

16.2 Except to the extent expressly stated in clause 1 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 are excluded.

16.3 Subject to clause 1:

(a) 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 contract between us; and
(b) 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 the price paid for the products that are the subject of the claim.

17. How We May Use Your Personal Information

17.1 How we will use your personal information. We will only use your personal information as set out in our privacy policy at espo.org/privacy-policy.

18. Other Important Terms

18.1 We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.

18.2 You need our consent to transfer your rights to someone. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing at our discretion.

18.3 Nobody else has any rights under this contract (except someone you pass your guarantee on to). This contract is between you and us. No other person shall have any rights to enforce any of its terms.

18.4 If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

18.5 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date.

18.6 Which laws apply to this contract and where you may bring legal proceedings if you are a consumer. These terms are governed by English law and you can bring legal proceedings in respect of the products in the English and Welsh courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.

18.7 Which laws apply to this contract and where you may bring legal proceedings if you are a business. If you are a business, any dispute or claim arising out of or in connection with a contract between us or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.

Terms and conditions of supply

Terms and conditions of supply

Important information