Terms & Conditions

Terms & Conditions for Consumers

1. Definitions

‘Contract’ means any contract between you and us for the sale and purchase of Goods or Services, incorporating these Terms.
‘Goods’ means an individual product or good including Software as described in our literature or website.
‘Normal Working Hours’ means 9am to 5pm on a Working Day.
‘Order’ means an order for Goods or Services made by you in accordance with these Terms.
‘Order Confirmation’ means our written acceptance of your Order.
‘Services’ means service and support provided by us to you.
‘Software’ means computer program(s) and associated documentation.
‘Working Day’ means Monday to Friday, excluding Bank or other Public holidays.

2. Orders

When you place an Order for Goods or Services, this will be regarded as an offer by you to purchase the Goods or Services subject to these Terms and we shall not be obliged to accept your offer at our discretion.
We will send you an Order Acknowledgement on receipt of your Order. This is not an order confirmation or order acceptance by us.
We will accept your offer and create a Contract with you by sending to you an Order Confirmation once we have confirmed availability of the Goods or Services, verified your credit card or payment details as necessary and prepared the Goods for dispatch. We reserve the right to obtain validation of your credit or debit card details before providing you with any Goods or Services.
The Order Confirmation will be binding on you unless there is an inadvertent discrepancy between the Goods or Services that you ordered and those detailed in the Order Confirmation. You should notify us as soon as you become aware of any such discrepancy.
If we cannot supply the Goods ordered by you, we reserve the right to offer alternative Goods of equal or superior quality. Any such changes will be detailed in the Order Confirmation. In such cases, if you do not wish to accept the alternative Goods offered, you may cancel the Order and require the refund of any money paid to us in respect of that Order, including carriage charges. This shall be your sole remedy.
We make every effort to supply the Goods as advertised but reserve the right to supply the Goods subject to minor variations in actual dimensions and specifications where these are changed by the manufacturer. Images of Goods are provided for illustrative purposes only and the actual Goods you receive may differ from the image displayed in the catalogue or on our website, especially with generic products.
When you place an Order, you are undertaking to us that: (a) all details you provide to us for the purpose of purchasing Goods or Services are correct, and (b) the credit or debit card you use to make a purchase from us is your own card, that you are authorised to use it, and that there are sufficient funds or credit facilities to cover the cost of any Goods or Services you order from us.

3. Prices and Payment

Goods and Services, together with VAT, are invoiced at the price prevailing at the time of your Order.
We reserve the right to vary our prices from time to time.
When you submit an Order, you will be notified of any additional charges including shipping and handling costs or insurance.
We will not supply Goods or Services to you until payment has been received in full.
Payment for Goods to be delivered on the UK mainland may be made by cash, cheque, Visa, MasterCard, Maestro, or PayPal (PayPal payment will be taken upfront).

4. Delivery and Risk

Unless we agree otherwise with you, then we will normally ensure that Goods are delivered to you no later than 30 days from the day after you submitted your Order to us. If we cannot deliver Goods to you within 30 days, then we will give you prior notification and arrange an alternative date. If you do not agree to the alternative date, then you are entitled to cancel the Order and receive a full refund.
We shall use reasonable endeavours to despatch Goods to you by the estimated delivery date, but we shall not accept liability for failure to deliver within the stated time or on a stated day, where this is caused by circumstances beyond our reasonable control, such as delays caused by delivery companies or manufacturer lead times. You will not be entitled to damages or compensation if delivery of Goods does not occur on the estimated delivery date.
If a delay is likely, we shall contact you to advise of the delay. You are entitled to cancel an Order when advised of a delay if the revised delivery date is not acceptable to you.
Delivery is deemed to take place when the Goods are delivered to your nominated address, whereupon the risks of loss, breakage and all damage and all other risks shall pass to you.
If you cannot accept delivery, we may at our option re-arrange delivery provided that we may charge you for the additional delivery costs incurred.
Upon delivery of the Goods, you will be asked to sign a Proof of Delivery to acknowledge safe receipt. It is your responsibility to ensure that the number of packages delivered corresponds with the number stated on the delivery note. Where a discrepancy occurs or where there is evident damage to the packaging, you should either note this on the Proof of Delivery or refuse to accept delivery of the Order.
We shall not be liable for discrepancies or damage evident on delivery where you accept delivery and sign the Proof of Delivery without amendment.
You may request a copy of the Proof of Delivery, provided that this request is made within 7 days of the date of delivery and we shall use reasonable endeavours to provide such proof. If you do not make such a request or notify us in accordance with clause 4.9 then we shall be entitled to assume that all the Goods in your Order have been delivered successfully.
You should notify us as soon as possible and, in any event, no later than 48 hours after delivery in the event that Goods are found to be damaged on delivery, items are missing, the Goods are not as specified in the Order Confirmation or delivery does not take place on the estimated delivery date. If you need to return any Goods, then please see our Returns policy below.

5. Returns and Warranties

If you need to return Goods to us, then a Goods Returns Materials Authorisation Number (GAN) must be obtained from us for each and every return so that we are able to administratively process your return, otherwise we have no means of identifying the Goods being returned. This may result in difficulties in returning monies. You will be sent a GAN acknowledgement by. The GAN must be clearly shown on each parcel returned and must be in the original manufacturer’s packaging (which shall not be defaced) complete with accessories, manuals and documentation. Software packages must be returned unopened with the Software seals intact. Except in the case of faulty Goods, returned items not complying with these requirements will be rejected.
In the event that any Goods Delivered to you do not correspond with the Goods in the Order Confirmation, or have been Delivered to you by mistake, then you will be under a duty to take reasonable care of such Goods and to contact our Customer Services team immediately no later than 14 days.
Address for Returns of Goods If you need to return Goods to us for whatever reason, then please contact us at [email protected] receive instructions.
Your Right to Cancel (a) You are entitled to cancel your Order for any reason until, but no later than the end of the 7th Working Day after the day of receipt of the Goods. (b) You should cancel Goods purchased from us by sending a written notice of cancellation by post or hand delivery addressed to Customer Services by e-mail to us (c) On cancellation of an Order, you must return the Goods to us in their original condition and undamaged. When you cancel an order, you will have to pay the carriage costs for returning the Goods to us unless we have not been able to supply the Goods as ordered and have substituted alternative Goods. You must take reasonable care to ensure that the Goods are properly packaged so that they will not be damaged whilst in transit. If you do not arrange to return the Goods to us, then you are under a duty to make the Goods available for collection at your expense from the address to which they were delivered. (d) You will not be permitted to cancel a purchase for Software supplied on CD, DVD or other similar storage devices if the Software packaging has been unwrapped or the seal has been broken. When you cancel an Order, we will refund the price paid, less any direct cost of recovering the Goods (when applicable), within a period of 30 days from the date of cancellation.
Care of Goods to be Returned Whilst in possession of the Goods you are under a statutory duty to take reasonable care of them. We reserve the right to claim against you for Goods returned which have been made unfit for resale or damaged whilst in your possession.
Return of Defective Goods (a) In the event that Goods are found to be defective at any time within the first 30 days from delivery then please contact our Customer Services team immediately that you become aware of the defect, ensuring that you have the item’s serial number available to provide to our staff. Different manufacturers have differing policies for dealing with Goods, which are termed ‘dead on arrival’ meaning that the Goods are found to be faulty either on delivery or very shortly afterwards. You will therefore be advised by our Customer Services team of the relevant manufacturer’s returns policy. In the event that a manufacturer’s returns policy applies we will not charge you for the collection of the Defective Goods. It is your responsibility to package and secure the Goods prior to collection to prevent damage during their return to us. (b) We shall at our option repair or replace such Defective Goods (or the defective part) and only if a repair or replacement is not possible or would be disproportionate to the price of such Goods we shall at our discretion refund the price of such Defective Goods at the pro-rata contract rate provided that you return the Defective Goods to us with all internal and external parts that were delivered with the Goods. (c) If we arrange for a courier collection of your Goods, this will normally take place between 9.00am and 5.30pm, and it is your responsibility to ensure that someone will be present at the collection address when the courier arrives. (d) On receipt by us of the returned Defective Goods, if following the testing process the Defective Goods are found to be in good working order without defect, we will return the Goods to you, and the carriage costs of this return will be your responsibility. Please note that if you have, in the meantime, required us to provide you with replacement Goods before completion of the testing process, you will be liable to pay for these Goods. If, when we examine the Defective Goods, it is evident that the defect has arisen because you have failed to follow EDNOLOGY’s or the manufacturer’s instructions as to the storage, installation, commissioning, use or maintenance of the Goods, or if you have altered the Goods without the written consent of EDNOLOGY then we reserve the right to refuse a repair, replacement or refund. (e) You should note that we adhere to individual manufacturers’ guidelines in respect of acceptable deviation of quality of certain items. Therefore, we reserve the right not to accept Goods considered by you to be defective if the error or fault is within the manufacturer’s accepted manufacturing tolerances. If you have any doubt, please contact our Customer Services. As an example, due to the current manufacturing methods of active matrix display panels, a small percentage of sub-pixel anomalies (i.e. a pixel that is stuck on or off) are accepted by the industry as unavoidable. Accordingly, because the manufacturing yield of perfect active matrix panels is low, displays may have some sub-pixels that are either always on or off. The cost of accepting only theoretically perfect displays would almost double the price of a portable computer using an LCD screen. Please be aware of this before purchasing a TFT screen.
Warranty Claims (a) If Goods become faulty more than 30 days after delivery then you are advised to contact the manufacturer and use their warranty procedure. Unless otherwise stated in the manufacturer’s documentation, all Goods carry a manufacturer’s warranty. (b) You should note that certain Goods have a reduced warranty period. In particular, Goods specified as ‘refurbished’ are only subject to a 3-month warranty from the date of delivery. Your statutory rights are not affected when you purchase such Goods.
Provision of Services (a) If you purchase Services from us, then we shall use our skill and expertise to carry out the Services to a standard equivalent to that of a competent computer professional, and shall warrant our work as free from defects, for a period of 30 days after completion. In particular, we cannot be held responsible for any fault or damage not caused by our services engineers or their contracted agents. In the event of a claim arising relating to the level of skill and judgement applied in the course of providing Services, we reserve at our sole discretion the right to appoint an independent expert in the field to appraise the work carried out in the execution of the Service(s). (b) We accept no liability for equipment installed or configured by us when the equipment has subsequently been altered or configured by persons other than ourselves or our agents. Except as set out here, all other express or implied terms or warranties relating to the Services are excluded to the fullest extent permitted by law.

6. Our Liability

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

7. Force Majeure

We shall not be liable to you or be deemed to be in breach of contract by reason of any delay in performing or any failure to perform any of our obligations in respect of the Goods or Services, if the delay or failure was due to any cause beyond our reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond our reasonable control: act of God, explosion, flood, tempest, fire or accident; war, threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving our employees or of a third party); difficulty in obtaining materials, labour or machinery; and power failure or breakdown in machinery.
If we are unable to provide you with your Goods within a reasonable time due to circumstances outside our control, we shall either agree a new timescale with you for the delivery of the Goods or either of us may decide to terminate the Order in which case we will return any prepayments that you have made in full.

8. Errors and Omissions

We make every effort to ensure that all prices and descriptions quoted in our catalogue and on our website are correct and accurate. In the case of a manifest error or omission, we will be entitled to rescind the contract, notwithstanding that we may already have accepted your Order and/or received payment from you. Our liability in that event will be limited to the return of any money that you have paid in respect of the Order. In the case of a manifest error in relation to price, you will be entitled to purchase the Goods or Services by paying the difference between the quoted price and the correct price, as confirmed in writing by us after the manifest error has been discovered. A ‘manifest error’, as the term is used in this paragraph, means, in relation to an incorrect price, a price quoted in error by us which is more than 10% less than the price that would have been quoted had the mistake not been made.

9. Data Protection

We have a full and detailed privacy statement available by clicking here which forms part of our Terms & Conditions.
Website Security EDNOLOGY’s website employs the SSL (Secure Socket Layer) encryption standard in all secure areas, including login pages, customer information and payment details. Provided that you are using an SSL-compliant browser such as Netscape’s Navigator, Microsoft’s Internet Explorer, Opera or Firefox, you will be able to conduct encrypted transactions without fear of an intermediary obtaining your credit card information.
Data Protection & Data Security Data is maintained under the provisions of the Data Protection Act (1998) and of General Data Protection Regulation (GDPR), EU 2016/679.
Information Automatically Logged We may use your IP (Internet Protocol) address to help diagnose problems with our server and to administer our website. Your IP address is also used to help gather broad demographic information. A disk-based cookie (non-session) is used for identification.
Registration and data sharing Our site registration and Order form requires you to give us contact information (such as name, email, and postal address), unique identifiers (such as username and password), demographic information (such as postcode), and financial information (such as account reference and transaction values). This data is securely stored for use in all our marketing communications and analysis databases.
EDNOLOGY Ltd may share your information with any member of our group, which means our ultimate holding company and its subsidiaries, as defined in section 736 of the UK Companies Act 1985.
EDNOLOGY Ltd of which EDNOLOGY is a part, may share your information with selected 3rd parties outside Systemax’s group, in order that they may contact you to let you know about goods or services which may be of interest to you. Please contact us if you wish to opt-out of receiving such information.
You agree that we may use personal information provided by you in order to conduct appropriate anti-fraud checks. Personal information that you provide may be disclosed to a credit reference or fraud prevention agency, which may keep a record of that information.
Please note that we may record and monitor inbound and outbound calls and electronic traffic for training purposes.

10. Trade Names and Trade Marks

Trade names and marks (other than ours) are not always indications of the actual manufacturer of a particular product and may rather be indicative of general use systems and machines associated with such products.
In the case of component purchases, if you require a particular brand of product should, then before placing an order, please check with us to confirm the identity of the manufacturer of the component that you are proposing to purchase.
Both parties hereby acknowledge the intellectual property rights of suppliers and manufacturers of the Goods appearing in our sales literature and on our website.

11. General Terms of Business

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

12. Additional Terms of Business

You must not transfer any contract made with us under these Terms, as it is personal to you, without written authority from us. This authority will not be refused without good reason.
If any part of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed to be severable from the Terms and shall not affect the validity and enforceability of any of the remaining provisions of the Terms.
No waiver by us shall be construed as a waiver of any proceeding or succeeding breach of any provision.
Communications. (a) All communications between the parties about the Contract shall be in writing and delivered by email or by hand or sent by pre-paid first-class post or sent by fax to the registered office or such changed address as shall be notified to by the party; or (in any other case) to any address of yours set out in any document which forms part of the Contract or such other address as shall be notified to us by you. (b) Communications shall be deemed to have been received: (i) if sent by pre-paid first-class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or (ii) if delivered by hand, on the day of delivery; or (iii) if sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day. (iv) If by email on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.
No third party shall be allowed to enforce any rights under this contract. We hereby exclude the application of the Contracts (rights of Third Parties) Act 1999 to each and every contract made under these Terms.
You confirm that, in agreeing to accept the Terms, you have not relied on any representation save insofar as the same has expressly been made a part of these Terms and you agree that you shall have no remedy in respect of any representation. Nothing in these Terms shall limit or exclude our liability in respect of any fraudulent or negligent misrepresentation whether or not such has become a part of the Terms.
These Terms shall be governed by the relevant laws of the United Kingdom and construed in accordance with the relevant laws of the United Kingdom and you irrevocably submit to the exclusive jurisdiction of the relevant courts of the United Kingdom.
If you have any complaints with the Goods or Services provided by us please contact us using our official email address.

Terms & Conditions for Business Customers

1. Definitions

‘Business Customer’ means a legal entity (otherwise referred to as ‘you’) who enters into a Contract with us to buy Goods or Services other than for private use
‘Contract’ means any contract between you and us for the sale and purchase of Goods or Services, incorporating these Terms.
‘Goods’ means any goods agreed in the Contract to be supplied to you by us (including any part or parts of them).
‘Normal Working Hours’ means 9am to 5pm on a Working Day.
‘Order’ means an order for Goods or Services made by you in accordance with these Terms.
‘Order Confirmation’ means our written acceptance of your Order.
‘Services’ means services and support provided by us to you
‘Software’ means computer program(s) and associated documentation.
‘Working Day’ means Monday to Friday, excluding Bank or other Public holidays.

2. Orders

When you place an Order for Goods or Services, this will be regarded as an offer by you to purchase the Goods or Services subject to these Terms and we shall not be obliged to accept your offer at our discretion..
We will send you an Order Acknowledgement on receipt of your Order. This is not an order confirmation or order acceptance by us..
We will accept your offer and create a Contract with you by sending to you an Order Confirmation once we have confirmed availability of the Goods or Services, verified your credit or debit card or payment details as necessary and prepared the Goods for dispatch. We reserve the right to obtain validation of your payment details before providing you with any Goods or Services.
The Order Confirmation will be binding on you unless there is an unacceptable discrepancy between the Goods or Services that you ordered and those detailed in the Order Confirmation. You should notify us as soon as you become aware of any such discrepancy and in any event prior to the dispatch of the Goods.
If we cannot supply the Goods ordered by you, we reserve the right to offer alternative Goods of equal or superior quality. Any such changes will be detailed in the Order Confirmation. In such cases, if you do not wish to accept the alternative Goods offered, you may cancel the Order and require the refund of any money paid to us in respect of that Order, including carriage charges. This shall be your sole remedy.
We make every effort to supply the Goods as advertised but reserve the right to supply the Goods subject to minor variations in actual dimensions and specifications where these are changed by the manufacturer. Any such minor variation will not give you the right to cancel or rescind any Order or Contract made with us. Images of Goods are provided for illustrative purposes only and the actual Goods you receive may differ from the image displayed in the catalogue or on our website, especially with generic products.
When you place an Order, you are undertaking to us that: (a) all details you provide to us for the purpose of purchasing Goods or Services are correct, and (b) the credit or debit card you use to make a purchase from us is your own card, that you are authorised to use it, and that there are sufficient funds or credit facilities to cover the cost of any Goods or Services you order from us.
We reserve the right to refuse to pay commission to our affiliate partners for Orders that have not been placed directly with us a Business Customer’s account manager. If you require clarification regarding any entitlement to commission, you should contact your own account manager.
Cancellation of Orders. Other than in accordance with clause 2.4, we do not accept cancellation of orders by Business Customers once an Order Confirmation has been sent as many Orders are dispatched on the same day the Order is placed. We cannot accept cancellation of an Order for bespoke Goods which have been produced to your specific requirements.
Goods are not tested or sold as being fit for any particular application or for use under specific conditions, unless expressly agreed in writing

3. Prices and Payment

Goods and Services, together with VAT, are invoiced at the price prevailing at the time of your Order.
We reserve the right to vary our prices from time to time.
When you submit an Order, you will be notified of any additional costs including shipping and handling costs or insurance.
Payment is due prior to shipment unless you have been approved for credit. Our standard credit terms require payment within 30 days from the date of the invoice, except in the case of transactions where different terms are agreed by us in writing beforehand.
If you fail to make any payment due to us by the due date for payment (‘the due date’), then we may charge you interest on the overdue amount at the rate of 3% per annum above the Bank of England’s base lending rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount.
Payment in advance for Orders to be delivered in the UK mainland may be made by cash, cheque, Visa, MasterCard, Maestro, American Express, PayPal. All Orders for Goods to be delivered to the Republic of Ireland must be paid in advance by Mastercard, PayPal, or Visa only.

4. Delivery, Title and Risk

We shall use reasonable endeavours to despatch Goods to you by the estimated delivery date, but time shall not be of the essence for delivery and we shall not accept liability for failure to deliver within the stated time or on a stated day where this is caused by circumstances beyond our reasonable control, such as delays caused by delivery companies or manufacturer lead times.
If a delay is likely, we shall contact you and advise of the delay. You will not be entitled to damages or compensation if delivery of Goods does not occur on the estimated delivery date.
If we are unable to deliver the Goods within 30 days of the estimated delivery date, you will, as your sole remedy, be entitled to cancel the Order and require any monies paid to us in respect of that Order to be refunded. In order to cancel, you must send written notice of cancellation to us after the estimated delivery date but before actual delivery of the Goods or notification from us that the Goods are ready for delivery.
Delivery is deemed to take place when the Goods are delivered to your nominated address, whereupon the risks of loss, breakage and all damage and all other risks shall pass to you.
You are required to be able to accept the Goods when they are ready for delivery within Normal Working Hours.
Ownership of the Goods shall not pass to you until we have received in full (in cash or cleared funds) all sums due to us in respect of: (a) the Goods; and (b) all other sums which are or which become due to us from you on any account.
Until ownership of the Goods has passed to you, you must: (a) hold the Goods on a fiduciary basis as our bailee; (b) store the Goods (at no cost to us) separately from all other goods of yours or any third party in such a way that they remain readily identifiable as our property; (c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and (d) maintain the Goods in satisfactory condition and keep them insured on our behalf for their full price against all risks to our reasonable satisfaction. On request you shall produce the policy of insurance to us..
You may resell the Goods before ownership has passed to you solely on the following conditions: (a) any sale shall be effected in the ordinary course of your business at full market value; and (b) any such sale shall be a sale of our property on your own behalf and you shall deal as principal when making such a sale.
Your right to possession of the Goods shall terminate immediately if you have a bankruptcy order made against you or if you make or know of any arrangements in respect of your actual or possible insolvency, liquidation, winding up or other arrangements with your creditors.
In the event that you have failed to make full payment for Goods by the due date, then as long as monies remain outstanding, we reserve the right to enter your premises at your expense and recover from there all Goods which remain our property.
If you cannot accept delivery, we may re-arrange delivery provided that we reserve the right to charge you for any delivery costs incurred.
Upon delivery of the Goods, you will be asked to sign a Proof of Delivery to acknowledge safe receipt. It is your responsibility to ensure that the number of packages delivered corresponds with the number stated on the delivery note. Where a discrepancy occurs or where there is evident damage to the packaging, you should either note this on the Proof of Delivery or refuse delivery of the Goods.
We shall not be liable for discrepancies or damage evident on delivery where you accept delivery and sign the Proof of Delivery without amendment.
You may request a Proof of Delivery, provided that this request is made within 30 days of the dispatch confirmation and we shall use reasonable endeavours to provide such proof. Thereafter, delivery shall be deemed to have been successfully completed.
You should notify us immediately and in any event no longer than 48 hours after delivery in the event that Goods are found to be damaged on delivery, items are missing or the Goods are not as specified in the Order Confirmation. If you need to return any Goods, then please see our Returns policy below.

5. Returns and Warranties

Other than the express provisions set out in these Terms, all other terms and the implied terms or warranties relating to the supply of goods or services are excluded to the fullest extent permitted by law.
In the event that you need to return Goods, then a Goods Returns Materials Authorisation Number (RMA) must be obtained from us for each and every return so that we are able to administratively process your return, otherwise we have no means of identifying the Goods being returned and this may result in difficulties in returning monies. You will be sent a RMA acknowledgement by email which will also include a downloadable returns label that should be printed off and secured onto the exterior of the package. The RMA must be clearly shown on each parcel returned, and must be in the original manufacturer’s packaging (which shall not be defaced) complete with accessories, manuals and documentation. Software packages must be returned unopened with the Software seals intact. Except in the case of faulty Goods, returned items not complying with these requirements will be rejected.
In the event that any Goods Delivered to you do not correspond with the Goods in the Order Confirmation, or have been Delivered to you by mistake, then you will be under a duty to take reasonable care of such Goods and to contact our Customer Services team immediately no later than 14 days. We will then arrange for a courier to collect the Goods and replacements to be supplied on a credit and recharge basis.
Care of Goods to be Returned Whilst in possession of the Goods you will be under a duty to take reasonable care of them. We reserve the right to refuse a refund on Goods returned which have been made unfit for resale or damaged whilst in your possession.
Address for Returns of Goods If you need to return Goods to us for whatever reason, then please contact [email protected] to request a return.
Return of Defective Goods (a) In the event that Goods are found to be defective at any time within the first 30 days from delivery then please contact our Customer Services team immediately that you become aware of the defect, ensuring that you have the item’s serial number available to provide to our staff. Different manufacturers have differing policies for dealing with Goods, which are termed ‘dead on arrival’ meaning that the Goods are found to be faulty either on delivery or very shortly afterwards. You will therefore be advised by our Customer Services team of the relevant manufacturer’s returns policy. In the event that a manufacturer’s returns policy applies we will not charge you for the collection of the Defective Goods. It is your responsibility to package and secure the Goods prior to collection to prevent damage during their return to us. (b) We shall at our option repair or replace such Defective Goods (or the defective part) and only if a repair or replacement is not possible or would be disproportionate to the price of such Goods we shall at our discretion refund the price of such Defective Goods at the pro-rata contract rate provided that you return the Defective Goods to us with all internal and external parts that were delivered with the Goods. (c) If we arrange for a courier collection of your Goods, this will normally take place between 9.00am and 5.30pm, and it is your responsibility to ensure that someone will be present at the collection address when the courier arrives. (d) On receipt by us of the returned Defective Goods, if following the testing process the Defective Goods are found to be in good working order without defect, we will return the Goods to you, and the carriage costs of this return will be your responsibility. Please note that if you have, in the meantime, required us to provide you with replacement Goods before completion of the testing process, you will be liable to pay for these Goods. If, when we examine the Defective Goods, it is evident that the defect has arisen because you have failed to follow Ednology’s or the manufacturer’s instructions as to the storage, installation, commissioning, use or maintenance of the Goods, or if you have altered the Goods without the written consent of Ednology then we reserve the right to refuse a repair, replacement or refund. (e) You should note that we adhere to individual manufacturers’ guidelines in respect of acceptable deviation of quality of certain items. Therefore, we reserve the right not to accept Goods considered by you to be defective if the error or fault is within the manufacturer’s accepted manufacturing tolerances. If you have any doubt, please contact our Customer Services. As an example, due to the current manufacturing methods of active matrix display panels, a small percentage of sub-pixel anomalies (i.e. a pixel that is stuck on or off) are accepted by the industry as unavoidable. Accordingly, because the manufacturing yield of perfect active matrix panels is low, displays may have some sub-pixels that are either always on or off. The cost of accepting only theoretically perfect displays would almost double the price of a portable computer using an LCD screen. Please be aware of this before purchasing a TFT screen.
Warranty Claims (a) If Goods become faulty more than 30 days after delivery then you are advised to contact the manufacturer and use their warranty procedure. Unless otherwise stated in the manufacturer’s documentation, all Goods carry a manufacturer’s warranty. (b) If you wish to make a warranty claim, you must comply with the manufacturer’s instructions and warranty procedure. In order to resolve your problem as quickly as possible, we will refer you to the manufacturer who will deal directly with the return. In these instances, we will provide you with the contact information for the relevant manufacturer. (c) All warranties provided under these Terms shall be invalidated if the Goods have been worked upon, altered or damaged in any way by you or your employees or agents, or if the Goods have not been used in accordance with the manufacturer’s instructions. (d) You should note that certain Goods have a reduced warranty period. In particular, Goods specified as ‘refurbished’ are only subject to a 3-month warranty from the date of delivery. Your statutory rights are not affected when you purchase such Goods.
Return for credit (a) In the event that we, at our absolute discretion, agree to accept the return for credit of unwanted products, the Goods must be returned with our prior written agreement within 14 days of delivery. The Goods must be unopened, with the manufacturers’ seals intact and in perfect re-saleable condition. All Goods returned in these circumstances will not be subject to a re-stocking fee. Please ensure that the Goods you have purchased are to your specification prior to breaking the manufacturers’ seals. This will avoid disappointment and the Goods being rejected, should you wish to return them. (b) Any Goods returned unopened, with the manufacturers’ seal intact and in re-saleable condition, outside of the 14 days specified in clause 5.8(a) may be returned for credit subject to our absolute discretion and shall be decided by us on a case-by-case basis. All Goods returned in these circumstances will be subject to a reasonable re-stocking fee to cover our administrative charges. (c) No Software on which seals have been broken can be returned for credit. If any Software discs are faulty, then you are advised to use the manufacturer’s warranty procedure. Please note Software Licences are non-returnable unless the Software is materially non-compliant with its specification or the physical media on which it is supplied is defective.
Provision of Services (a) If you purchase Services from us, then we shall use our skill and expertise to carry out the Services to a standard equivalent to that of a competent computer professional, and shall warrant our work as free from defects for a period of 30 days after completion. In particular, we cannot be held responsible for any fault or damage not caused by our services engineers or their contracted agents. In the event of a claim arising relating to the level of skill and judgement applied in the course of providing Services, we reserve at our sole discretion the right to appoint an independent expert in the field to appraise the work carried out in the execution of the Service(s). (b) We accept no liability for equipment installed or configured by us when the equipment has subsequently been altered or configured by persons other than ourselves or our agents. Except as set out here, all other express or implied terms or warranties relating to the Services are excluded to the fullest extent permitted by law.

6. Our Liability

Subject to clauses 4 and 5, the following provisions set out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of: (a) any breach of these Terms; (b) any use made or resale by you of any of the Goods, or of any product incorporating any of the Goods; and (c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded.
Nothing in these Terms excludes or limits our liability: (a) for death or personal injury caused by our negligence; or (b) for any matter which it would be illegal for us to exclude or attempt to exclude our liability; or (c) for fraud or fraudulent misrepresentation.
Subject to clause 6.2 and clause 6.3: (a) our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and (b) we shall not be liable to you for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract..

7. Force Majeure

We shall not be liable to you or be deemed to be in breach of contract by reason of any delay in performing or any failure to perform any of our obligations in respect of the Goods or Services, if the delay or failure was due to any cause beyond our reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond our reasonable control: act of God, explosion, flood, tempest, fire or accident; war, threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving our employees or of a third party); difficulty in obtaining materials, labour or machinery; and power failure or breakdown in machinery.
If we are unable to provide you with your Goods within a reasonable time due to circumstances outside our control, we shall either agree a new timescale with you for the delivery of the Goods or either of us may decide to terminate the Order in which case we will return any prepayments that you have made in full.

8. Errors & Omissions

We make every effort to ensure that all prices and descriptions quoted in our catalogue and on our website are correct and accurate. In the case of a manifest error or omission, we will be entitled to rescind the contract, notwithstanding that we may already have accepted your Order and/or received payment from you. Our liability in that event will be limited to the return of any money that you have paid in respect of the Order.
In the case of a manifest error in relation to price, you will be entitled to purchase the Goods or Services by paying the difference between the quoted price and the correct price, as confirmed in writing by us after the manifest error has been discovered. A ‘manifest error’, as the term is used in this clause 8, means, in relation to an incorrect price, a price quoted in error by us which is more than 10% less than the price that would have been quoted had the mistake not been made.

9. Data Protection

We have a full and detailed privacy statement available by clicking here which forms part of our Terms & Conditions.
Website Security Ednology’s website employs the SSL (Secure Socket Layer) encryption standard in all secure areas, including login pages, customer information and payment details. Provided that you are using an SSL-compliant browser such as Netscape’s Navigator, Microsoft’s Internet Explorer, Opera or Firefox, you will be able to conduct encrypted transactions without fear of an intermediary obtaining your credit card information.
Data Protection & Data Security Data is maintained under the provisions of the Data Protection Act (1998).
Information Automatically Logged We may use your IP (Internet Protocol) address to help diagnose problems with our server and to administer our website. Your IP address is also used to help gather broad demographic information. A disk-based cookie (non session) is used for identification.
Registration and data sharing Our site registration and Order form requires you to give us contact information (such as name, email, and postal address), unique identifiers (such as username and password), demographic information (such as postcode), and financial information (such as account reference and transaction values). This data is securely stored for use in all our marketing communications and analysis databases.
Ednology may share your information with any member of our group, which means our ultimate holding company and its subsidiaries, as defined in section 736 of the UK Companies Act 1985.
Ednology may share your information with selected third parties outside the Ednology Ltd group, in order that they may contact you to let you know about goods or services which may be of interest to you. Please contact us if you wish to opt out of receiving such information.
You agree that we may use personal information provided by you in order to conduct appropriate anti-fraud checks. Personal information that you provide may be disclosed to a credit reference or fraud prevention agency, which may keep a record of that information.
Please note that we may record and monitor inbound and outbound calls and electronic traffic for training purposes.

10. Trade Names & Trade Marks

Trade names and marks (other than ours) are not always indications of the actual manufacturer of a particular product and may rather be indicative of general use systems and machines associated with such products.
In the case of component purchases, if you require a particular brand of product should, then before placing an order, please check with us to confirm the identity of the manufacturer of the component that you are proposing to purchase.
Both parties hereby acknowledge the intellectual property rights of suppliers and manufacturers of the Goods appearing in our sales literature and on our website.

11. General Terms of Business

You must not transfer any contract made with us under these Terms, as it is personal to you, without written authority from us. This authority will not be refused without good reason.
If any part of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed to be severable from the Terms and shall not affect the validity and enforceability of any of the remaining provisions of the Terms.
No waiver by us shall be construed as a waiver of any proceeding or succeeding breach of any provision.
Communications. (a) All communications between the parties about the Contract shall be in writing and delivered by email or by hand or sent by pre-paid first class post or sent by fax to the registered office or such changed address as shall be notified to by the party; or (in any other case) to any address of yours set out in any document which forms part of the Contract or such other address as shall be notified to us by you. (b) Communications shall be deemed to have been received: (i) if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or (ii) if delivered by hand, on the day of delivery; or (iii) if sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day. (iv) If by email on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.
No third party shall be allowed to enforce any rights under this contract. We hereby exclude the application of the Contracts (rights of Third Parties) Act 1999 to each and every contract made under these Terms..
You confirm that, in agreeing to accept the Terms, you have not relied on any representation save insofar as the same has expressly been made a part of these Terms and you agree that you shall have no remedy in respect of any representation. Nothing in these Terms shall limit or exclude our liability in respect of any fraudulent or negligent misrepresentation whether or not such has become a part of the Terms.
These Terms shall be governed by the relevant laws of the United Kingdom and construed in accordance with the relevant laws of the United Kingdom and you irrevocably submit to the exclusive jurisdiction of the relevant courts of the United Kingdom.
If you have any complaints with the Goods or Services provided by us please contact Customer Services by post or hand delivery addressed to Customer Services at Ednology, Langstone Technology Park, Langstone Road, Havant, PO9 1SA, United Kingdom or email [email protected]
The registered office for Ednology is Langstone Technology Park, Langstone Road, Havant, PO9 1SA Registered in England with company number 10814984.

Terms & Conditions for Vendors

The Ednology Marketplace is a service allowing vendors of education technology products to list their products (the “ Products ”) for sale to buyers (“Customers”) on the http://marketplace.ednology.co.uk website (the “ Marketplace ”) .

By checking the “I Agree” checkbox during your account setup after having read this Ednology Marketplace Vendor Agreement (the “ Agreement ”), you, personally or on behalf of the business you represent (collectively, “ Vendor ”) are entering into a binding agreement with Ednology UK Limited. ( “Ednology”) and agree to be legally bound by the terms and conditions of this Agreement.

1. Vendor qualification

1.1. Qualification. The Marketplace may only be used by parties (either physical persons or legal entities) who can legally form contracts under applicable law in their home jurisdiction. Vendor represents and warrants being legally authorized to sell the Products that it offers for sale on the Marketplace. Ednology has sole discretion in the evaluation of Vendor’s suitability to participate in the Marketplace. Ednology may, in its sole discretion, revise its eligibility criteria or terminate Vendor’s participation in the Marketplace, should Ednology deem Vendor not to be eligible to participate in the Marketplace at any time.

1.2. Vendor Information and Representations. As part of the application process to be enrolled as a vendor on the Marketplace, Vendor must provide to Ednology its personal or corporate name, phone number, physical and email addresses and the contact information of the individual responsible for managing Vendor’s account. Vendor represents and warrants that: (i) as a corporate entity and/or a business, Vendor is duly organised, validly existing and in good standing under the laws of the jurisdiction of its incorporation and of such other jurisdiction(s) in which its business is registered, as the case may be; (ii) Vendor has all requisite right, power, and authority to enter into this Agreement, perform its obligations, and grant the rights, licenses, and authorisations as set out in this Agreement; (iii) any information provided or made available by Vendor to Ednology is, and will at all times be, true, accurate and complete; (iv) Vendor and its financial institution(s) are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to, the lists maintained by the United Nations Security Council, the Canadian government (e.g., Global Affairs Canada, Canada Borders Services Agency), the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority; and (v) Vendor will comply with all applicable laws in the performance of its obligations and the exercise of its rights under this Agreement.

2. Vendor content

2.1. Property and License. Vendor retains the copyright to all content or information that can be the object of copyright and that Vendor uses to sell its Products on the Marketplace (the ” Vendor Content “). Ednology agrees that it will never claim to be the owner or the author of the Vendor Content. However, by submitting Vendor Content, Vendor grants Ednology a royalty-free, perpetual, irrevocable, non-exclusive, transferable, worldwide right and license to publicly display the Vendor Content on the Marketplace and on third-party advertising platforms and make any reproduction, reformatting or copy that is required to publicly display the Vendor Content on the Marketplace and/or on third-party advertising platforms, including making back-up copies.

2.2. Representations and Acknowledgment : Vendor acknowledges and/or represents that:

(a) it has the right to use the Vendor Content and that the Vendor Content does not violate the copyright, trademarks, trade secrets, patents, or any other personal or intellectual property right of any third-party;

(b) it is solely and fully responsible for the accuracy of the Vendor Content and bear full responsibility for any inaccuracy in the Vendor Content and any liability that may result therefrom; and

(c) the Marketplace is not a storage service and that the Vendor Content may be deleted from Ednology’s servers. Consequently, Vendor is responsible to independently store and save any Vendor Content that Vendor wishes to preserve.

2.3. Removal of Vendor Content . Vendor may at any time request that Vendor Content be removed from the Marketplace. Ednology may also decide to remove Vendor Content at its discretion, including if it believes that the Vendor Content infringes the intellectual property rights of any third-party or if it is libellous, defamatory, obscene, pornographic, abusive or otherwise illegal or offensive.

3. Prohibited, Questionable and Infringing Items and Activities

Vendor must not, in its use of the Marketplace:

(a) engage in fraudulent activities or to sell illegal, counterfeit or stolen items;

(b) violate the terms of this Agreement or any applicable law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);

(d) sell or offer for sale items prohibited by sanctions, embargoes, regulations or orders administered by any governments or agencies or sourced from any countries, entities, individuals targeted by such sanctions, embargoes, regulations or orders;

(e) provide any content including but not limited to text, images, videos or hyperlinks that are not directly part of a Product listing; or

(f) list any item or consummate any transaction that was initiated on the Marketplace that could cause Ednology to violate any applicable law, statute, ordinance or regulation, or the terms of this Agreement.

4. Listing and selling of products on the marketplace

4.1. Products Sales and Fees and Billing.

(a) Ednology charges to Vendor a service fee of 25% on the sale price, shipping and handling fees (the “ Service Fee ”) when a Product item sells on the Marketplace. The Service Fee is directly and automatically charged on the transaction.

(b) Vendor determines the country(ies) in which its Products are to be offered for sale on the Marketplace and Vendor must be able to demonstrate, to Ednology’s satisfaction, its ability to sell and deliver its Products in such country(ies). For example, Vendor may be requested to provide verifiable addresses of warehouses from which Products sold in a certain country are delivered. Ednology may, at its discretion, limit countries in which Vendor may sell Products on the Marketplace, which may be the result of a Marketplace-wide restriction regarding certain country(ies), of Vendor’s failure to demonstrate its capacity to effectively sell and deliver in such country(ies), or of a decision by Ednology justified on other grounds.

(c) Vendor must provide valid bank account information with adequate currency coverage reflecting the territories where its Products are offered for sale on the Marketplace . Payments to Vendor by Ednology following the completion of Products sales transactions as described in section 4.10 will be made by bank transfer only. Ednology will remit the total amount collected from sales of Products sold and shipped during a 14-day period (set by Ednology)(the “ Remittance Period ”), including shipping and handling fees and applicable taxes, less the Service Fee.

(d) If Vendor sells in only one country, remittances will be made in the selling currency of such country. If sales are made into 2 or more countries in North America, the remittances will be made in United States Dollars. If Vendor sells into 2 or more countries located in the euro area, remittances will be made in euros. In all such instances, the conversion will be made the same day, using the daily rate.

(e) Ednology requires a minimum amount of USD 300 (or the equivalent in another currency) in sales during a Remittance Period before making a remittance to Vendor . If such minimum is not reached during a Remittance Period, the amount of sales achieved will be carried over to the next Remittance Period until the minimum is met.

(f) Vendor must also provide a valid credit card that Ednology may use to collect any amounts due by Vendor that cannot be set-off from Product sales.

4.2. Listing Description. All listings on the Marketplace must be for sale transactions. By listing a Product on the Marketplace Vendor warrants that Vendor and all aspects of the Products comply with Ednology’s listing policies , including:

(a) Vendor must accurately describe Vendor’s items and all terms of sale in Vendor’s Marketplace shop. Vendor’s Product listings may only include text descriptions, graphics, pictures, videos and other Vendor Content that are directly relevant to the sale of such Product. Products must be listed in an appropriate category;

(b) Vendor must provide Ednology with error-free inventory information for all its Products offered on the Marketplace.

Vendor may fill its Product listings and descriptions using one of the supported methods (i.e. manually or by uploading a .CSV document from the vendor portal.

4.3. Display of Product Listing . Ednology will use commercially reasonable efforts to display Product information and pricing on the Marketplace. However, notwithstanding anything in this Agreement to the contrary, Ednology reserves the right to not display any information concerning any Product which Ednology, in its sole discretion, has determined is of a quality and nature inconsistent with Ednology’s standards, or is otherwise deemed by Ednology to be inappropriate or undesirable for listing on the Marketplace. Vendor understands and acknowledges that some or all of the Vendor’s information may unintentionally be omitted or incorrectly displayed on the Marketplace; under no circumstances will Ednology be liable for any damages to Vendor arising out of any unintentional errors and/or omissions in the display of Vendor’s Product information on the Marketplace or of any Customer’s or other user’s use of the Marketplace.

4.4. Shop Policies. Vendor is urged to outline policies for its shop on the Marketplace. These policies must include information about shipping, returns and warranties. Vendor must create reasonable policies in good faith and must abide by such policies. Ednology reserves the right to request Vendor to modify its policies when Ednology determines that they do not comply with Ednology’s minimum requirements.

4.5. Prices and Fee Avoidance. The price stated in each Product listing will be final and binding. Vendor may charge reasonable shipping and handling fees to cover the costs for packaging and delivering an item as well as sales taxes (if applicable), which will be added to the selling price. Vendor may not alter the item’s price or apparent price in any manner for the purpose of avoiding or minimising the Service Fee. Vendor may not contact a Customer other than through the messaging tool within the vendor portal when discussing any aspect of an item listed for sale on the Marketplace.

4.6. Claims and Chargebacks. Vendor agrees to collaborate with, and deliver to, Ednology all the information needed in a format and manner specified by Ednology following the initiation of a claim or any chargeback or other dispute by a Customer concerning a Product purchase on the Marketplace. If Vendor fails to collaborate or provide information to Ednology as set out above or if the claim, chargeback, or dispute is confirmed not to have been caused by: (i) credit card fraud for which Ednology is responsible; or (ii) Ednology’s failure to make the Product information available in the same manner as was entered manually or uploaded by Vendor or was received via the API, then Vendor will promptly reimburse Ednology the full amount of the Customer purchase and all associated credit card association, bank, or other payment processing, re-presentment and/or penalty fees associated with the original purchase and any chargeback or refund, in each case to the extent paid or payable by Ednology.

4.7. Delivery Errors, Nonconformities or Recalls. Vendor is solely responsible for any non-performance, non-delivery, misdelivery, theft, or other mistake or act in connection with the fulfilment of its products, except to the extent caused by Ednology’s failure to make available to Vendor order shipping information. Vendor is responsible for any non-conformity or defect in, any public or private recall of, or safety alert regarding any of its Products or other items or products provided in connection with its Products. Vendor will notify Ednology promptly as soon as Vendor has knowledge of any public or private recalls, or safety alerts regarding its Products.

4.8. Cancellations, Returns, and Refunds. Vendor is responsible for processing all Customer order cancellations and Product returns. Vendor’s return and refund policies for Products sold through the Marketplace will be no less favourable to Customers than the most favourable policies offered on its website or on other channels for such Products and will be no less than 30 days of receipt date. Vendor has 3 days to respond to a Customer refund request and confirm reception of Products returned by Customers. If no actions have been taken by Vendor after this period, Ednology will take action on the matter and process the refund if deemed necessary and charge it to Vendor’s account. No other forms of off-Marketplace refunds can be accepted or offered by Vendor. Ednology will retain 3% of the Service Fee as a refund administration fee for orders which have already shipped. The complete Service Fee will be reimbursed to Vendor only on orders that were cancelled prior to shipping.

4.9. Special Products. Upon prior approval of Ednology, Vendor will have the possibility of selling certain Products that are obtained and/or manufactured upon request or on-demand as non-cancelable/non-returnable (“ Special Products ”). When a Product is classified as Special Product, a clear indication to that effect will be made on that Product’s description on the Marketplace so that Customers are made aware of the applicable restrictions before making the transaction, that the Product may not be cancelled, returned or rescheduled without the written consent of both Vendor and Ednology.

4.10. Order Fulfilment Policy .

(a) Orders Process. All purchase-sale transactions on the Marketplace occur between Vendor and the Customers (at the exclusion of Ednology) and Vendor is the “seller of record”. Ednology only acts as a platform provider and payment facilitator and is not a party to the purchase and sale transactions occurring between Vendor and Customers. Customers will place orders (the “ Orders ”) using the Marketplace checkout system and Ednology, as “merchant of record”, will collect the proceeds from such transactions on behalf of Vendor. Vendor hereby authorises Ednology to accept payment from Customers for purchases of Products on behalf of Vendor so that when a Customer pays Ednology, it will be construed as if the Customer had paid Vendor directly and Ednology will hold such funds on behalf of Vendor subject to the terms and conditions of this Agreement. Ednology will electronically transmit to Vendor the information that is necessary to fulfil the Orders and Ednology will send an automated email message to each Customer confirming receipt of an Order.

(b) Order Fulfilment. Once Ednology has transmitted an Order to Vendor, Vendor will, at its own expense, be solely responsible for, and bear all liability for, the fulfilment of the Order, including without limitation, packaging and shipping the Products sold and updating shipping status information. All Product Orders must be shipped using a method providing a tracking number. All Orders must be shipped within 72 hours of Order confirmation except for Products with longer handling times as it may occur with Special Products. Special handling time will need to be indicated in the Product listing on the Marketplace.

4.11. Risk of Loss . Except as expressly specified otherwise in this Agreement, Vendor will bear all risks associated with, or related to, any Product purchased by a Customer through the Marketplace, including but not limited to Product defects, non-delivery, mis-delivery, theft, mistake or Customer fraud. Vendor will be responsible to ensure that all Products are shipped in compliance with all applicable laws and regulations, including but not limited to hazardous materials laws and regulations.

4.12. Parity with Vendor’s Other Sales Channels. Vendor agrees to maintain parity between the Products it offers through its other sales channels and the Products it lists on the Marketplace in regard to the following: purchase price, special offers and public promotions, customer service/support level, refunds and any other terms of sale. Terms offered by Vendor on the Marketplace must be as favourable as the most favourable terms offered by Vendor on its other sales channels.

4.13. Credit Card Fraud. Ednology will bear the risk of credit card fraud for the original information as received on the Marketplace as at the time of the transaction. “Credit card fraud” means the fraudulent purchase of a Product arising from the theft and unauthorised use of a third party’s credit card information. Vendor will bear all other risk of fraud or loss, including in the situation where the shipping address and any other information are changed after the transaction or an order is not fulfilled strictly in accordance with this Agreement or incorrectly. Ednology may, at its discretion, withhold for investigation, refuse to process, restrict shipping destinations for, interrupt, and/or cancel any of Vendor’s transactions.

4.14. Customer Service. Vendor will be responsible for all Customer service, except for issues related to payment. In performing such Customer service, Vendor will always represent itself as a separate entity from Ednology, and use trained and diligent Customer service agents acting in such a way as not to bring the reputation or good name of Ednology into disrepute. Vendor will solely provide service to Customers using the vendor portal messaging tool at the exclusion of other communication methods.

5. Tax Matters

(a) Vendor will be the taxpayer and seller of record for sales of Products on the Marketplace and agrees to comply with all applicable tax laws.

(b) Vendor will be responsible to specify, through the vendor portal, which taxes Ednology is to collect on its behalf. If Vendor does not specify in the vendor portal that Ednology is to collect taxes on its behalf for sales of Products shipped to specific regions, then no taxes will be collected for such sales except for taxes that Ednology is obliged by law to collect and remit.

(d) Ednology will transfer to Vendor all taxes collected on its behalf except for taxes that must be remitted by law directly by Ednology;

(e) Vendor will be responsible to remit taxes to the various governmental authorities, except for taxes that must, by law, be remitted directly by Ednology;

(f) Vendor will be solely liable for any tax liabilities, including, without limitation, any penalties or interest in connection with the remittance of taxes to competent authorities. Vendor agrees that Ednology will have no liability to Vendor or to any governmental authority for any taxes that have to be remitted by Vendor, including any penalties, interest or other surcharges in connection with Vendor’s failure to do so.

6. Export Control

6.1. Compliance. Ednology is committed to compliance with all governments export regulations and laws and will not sell or ship to countries, organisations or individuals identified by, but not limited to, the United Nations Security Council, the Canadian government (e.g., Global Affairs Canada, Canada Borders Services Agency), the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority (the “ Governments Export Regulations and Laws ”). Furthermore, Ednology prohibits the re-export, brokering or transshipment of the Products to any individual, organisation or country prohibited by the Governments Export Regulations and Laws. The sale, resale or other disposition of any Products, and any related technology or documentation, are subject to the export control laws, regulations and be subject to the export and/or import control laws and regulations of other countries. Vendor agrees to comply with all such laws and regulations. Vendor further acknowledges that it will not directly or indirectly export any Products to any country to which such export or transmission is restricted or prohibited. Vendor acknowledges its responsibility to obtain any license to export, re-export or import as may be required.

6.2. Export Classification Disclaimer. In the event of any export or re-export of Products, then Vendor, as the exporter of record, will be responsible for determining the correct classification of any item at the time of export.

6.3. Duties. Customers that purchase products on the Ednology websites to be shipped to the USA, Canada and Europe do not have duties to pay upon delivery. If Vendor sells into one of these regions on the Ednology Marketplace, it must ship packages all taxes and duties paid. The customers must not be charged extra fees upon delivery. In the event that Ednology is informed of extra charges by a customer, the Vendor account may be suspended.

7. Confidentiality & Privacy

7.1. Transactions information. During the term of this Agreement, Vendor may receive information relating to Ednology or to the Marketplace provided, including but not limited to Customer transactions and communications (the ” Confidential Information “). Vendor agree that:

(a) All Confidential Information will remain Ednology’s exclusive property;

(b) Vendor will use Confidential Information only as is reasonably necessary to fulfil its obligations in connection with the Products it offers on the Marketplace;

(d) Vendor will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement.

7.2. Customer Information. As part of a transaction, Vendor may obtain order-related information about Customers, including email and physical addresses, phone number and shipping information. Without obtaining prior permission from the Customer or Ednology, such information must only be used for the specific transaction Vendor received it for or for Ednology’s own communications. Vendor acknowledges that the receipt of such information does not amount to granting Vendor the authorisation to use the information to send unsolicited commercial messages or to encourage transactions that do not originate from, or close on, the Marketplace . Without limiting the foregoing, without express consent from Ednology or the Customer, Vendor is not authorised to add any of the personal information of any Customer to its email or physical mailing lists or other marketing databases .

7.3. Vendor Information. Ednology will not sell or disclose Vendor’s information to third parties. Ednology stores and processes Vendor Content on distributed computers worldwide that are protected by advanced physical as well as technological security.

8. Ednology Indemnification

8.1. Indemnity . Vendor must indemnify, defend and hold harmless Ednology, its affiliates, subsidiaries, related entities, and their officers, directors, employees, agents, successors and assigns from and against any claims demands, liabilities or losses, damages, and expenses (including reasonable attorneys’ fees and costs) including but not limited to the following based upon:

(a) any product liability or similar claims arising or resulting from the use of any Product, including claims seeking damages for personal injury or property damage arising from or in relation to Products, and any claim concerning a Product’s recall or otherwise defective or unsafe Product(s) (including design or manufacturing defects);

(b) any intentional misconduct or negligence by Vendor or its employees or agents in performing its obligations under this Agreement;

(c) any third-party claim that a Product, or any part thereof, infringes or misappropriate any intellectual property right of a third-party;

(d) the failure or alleged failure of Products to comply with Product specifications or with any express or implied warranties of Vendor;

(e) the violation or alleged violation of any law, statute or governmental ordinance due or related to the manufacture, possession, shipment, labelling, packaging, use or sale of any Products;

(f) any actual or alleged unfair business practices, false advertising, misrepresentation or fraud resulting from Product information provided by Vendor and disclosed by Ednology;

(g) any breach or alleged breach of a Vendor representation or warranty or any other provision of this Agreement by Vendor;

(h) any assessment of sales or use tax (including any interest and penalties thereon) made by an applicable tax jurisdiction against Ednology in connection with the sale of a Product pursuant to this Agreement.

8.2. Claims Handling . If a credible claim is made or threatened, for which Ednology is entitled to indemnification from Vendor including without limitation the filing of a lawsuit against Ednology, or the receipt of a demand or notice by Ednology or Ednology elects to defend any claim for which Ednology is entitled to indemnification:

(a) Ednology will have the right to engage counsel of its choosing that Ednology deems, in its sole discretion, to be necessary for a competent defence of the suit;

(b) Ednology will pay all legal fees and expenses incurred in defence of the claim or suit as they become due. Vendor must reimburse Ednology for such fees and expenses within thirty (30) days from date of invoice or debit memo from Ednology. After thirty (30) days, Ednology will be entitled to deduct any unpaid invoice or debit memo amount from any amounts owed by Ednology to Vendor. This will not apply to any judgment or settlement amount, which amounts Ednology will be entitled to notify, invoice or debit Vendor’s account at any time.

(c) In the event a claim is made or a suit is filed directly against Ednology, and Ednology is defending such claim or suit, then Ednology, in its sole discretion, may settle the claim or suit. If Vendor is defending the claim or suit, Vendor may not settle the claim of suit absent the written consent of Ednology unless such settlement (a) includes a release of all claims pending against Ednology, (b) contains no admission of liability or wrongdoing by Ednology, and (c) imposes no obligations upon Ednology other than an obligation to stop selling any infringing items. Ednology agrees to provide reasonable assistance to Vendor, at Vendor’s expense, regarding such claim or action.

8.3. Notice. If a credible claim is made or threatened for which Ednology is entitled to indemnification from Vendor, including without limitation the filing of a lawsuit against Ednology, or the receipt of a demand or notice by Ednology, or Ednology elects to defend any claim for which Ednology is entitled to indemnification Ednology will use reasonable efforts to notify Vendor promptly of any such party claim for which Ednology believes Vendor should indemnify and defend Ednology under this Section. However, Ednology’s failure to provide such notice or delay in providing such notice will relieve Vendor of its obligation only if and to the extent such delay or failure materially prejudices Vendor’s ability to defend such claim.

9. Limitation of liability

EXCEPT FOR WILFUL OR GROSSLY NEGLIGENT BREACHES OF ANY OBLIGATION UNDER THIS AGREEMENT, BREACHES OF ANY CONFIDENTIALITY OBLIGATIONS, THE FULFILMENT OF ANY INDEMNITY OBLIGATIONS AND AS OTHERWISE PROVIDED IN THIS AGREEMENT, IN NO EVENT WILL Ednology, OR ITS SUBSIDIARIES OR AFFILIATED ENTITIES, BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL Ednology’S LIABILITY FOR ANY DAMAGES UNDER THIS AGREEMENT EXCEED THE AMOUNT OF SERVICE FEES PAID TO Ednology UNDER THIS AGREEMENT. Ednology WILL HAVE NO LIABILITY TO ANY PARTY FOR ANY INTERNET OR TELECOMMUNICATIONS FAILURE, COMPUTER VIRUS OR THIRD-PARTY INTERFERENCE THAT MAY INTERRUPT OR DELAY ACCESS TO ANY INTERNET SITE OR CAUSE OTHER PROBLEMS OR LOSSES.

10. Term and Termination

10.1. Term and Termination . The term of this Agreement will start on the date of its completed registration for the Marketplace and continue until terminated by Ednology or Vendor. Ednology may terminate or suspend this Agreement for any reason at any time by notice to Vendor. Vendor may terminate this Agreement for any reason at any time.

10.2. Effect of Termination . Upon termination, (i) Ednology will pay to Vendor all amounts held on behalf of Vendor, less any applicable Service Fee and the amount of all pending refunds due by Vendor to Ednology and any pending claims; and (ii) all rights and obligations of the parties under this Agreement will terminate, except Sections indicated under Section 10.3.

10.3. Survival . The provisions of Sections 2, 3,4.6, 4.7, 4.8, 4.11, 6, 7, 8, 9, 10, and 11 will survive any termination or expiration of this Agreement.

11. general provisions

11.1. Force Majeure. Ednology will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.

11.2. Relationship of Parties. Vendor and Ednology are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between both parties. Vendor will have no authority to make or accept any offers or representations on Ednology’s behalf. This Agreement is intended to be and is for the sole and exclusive benefit of Ednology, Vendor, and the Customers.

11.3. Idea Submissions. Ednology considers any unsolicited suggestions, ideas, proposals or other material submitted by Vendor or otherwise (the ” Material “) to be non-confidential and non-proprietary, and Ednology shall not be liable for the disclosure or use of such Material. Any communication by Vendor to Ednology is subject to this Agreement. Vendor hereby grant and agree to grant Ednology, under all of its rights in the Material, a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully-paid, sub-licensable and transferable right and license to incorporate, use, publish and exploit such Material for any purpose whatsoever, commercial or otherwise, including but not limited to incorporating it in the API, documentation, or any products or services, without compensation or accounting to Vendor and without further recourse by Vendor.

11.4. Governing Law and Jurisdiction . This Agreement is governed by the laws of the province of Quebec and the laws of Canada applicable therein (without regard to conflicts of law principles). The parties irrevocably submit all disputes arising out of or relating to this Agreement to Quebec courts of the judicial district of Terrebonne.

11.5. Attorneys’ Fees . In the event of any litigation between the parties hereto, the losing party will pay the prevailing party’s cost and expenses in such litigation, including, without limitation, court costs, reasonable attorneys’ fees and disbursements. Any such attorneys’ fees and other expenses incurred by either party in enforcing a judgment, and such attorneys’ fees obligation is intended to be severable from the other provisions of this Agreement and to survive and not be merged into any such judgment.

11.6. Assignment. Neither this Agreement, nor any rights granted hereunder, may be assigned by either party voluntarily or by operation of law without the other party’s prior written consent, which shall not be unreasonably withheld. Notwithstanding the foregoing, Ednology may assign this Agreement without Vendor’s prior consent to any affiliate of Ednology, in connection with corporate reorganization, or in connection with the sale of all or substantially all of Ednology’s business or assets (whether by merger, sale of assets, sale of stock or otherwise). Any attempted assignment in violation of this section will be null and void. This Agreement inures to the benefit of, and be binding upon, any successor or valid assignor of either party.

11.7. Non-Waiver . The failure of either party at any time to require performance by the other party of any provision hereof will not affect in any way the full rights to require such performance at any time thereafter. The waiver by either party of a breach of any provisions hereof shall not be taken, construed, or held to be a waiver of the provision itself or a waiver of any breach thereafter or a waiver of any other provision hereof.

11.8. Severability . A judicial determination that any provision of this Agreement is invalid, in whole or in part, shall not affect the enforceability of those provisions unaffected by the finding of invalidity.

11.9. Entire Agreement and Modification . This Agreement, including any addenda attached hereto and fully incorporated herein, constitutes the entire agreement between the parties pertaining to the subject matter hereof, and fully supersedes any and all prior or contemporaneous written or oral communications or agreements between the parties hereto respecting the subject matter hereof, including but not limited to any terms and conditions contained on any pre-printed forms, purchase orders, purchase order acknowledgement and invoice. Ednology may amend any of the terms or conditions contained in this Agreement at any time and solely at Ednology’s discretion by posting a new version of the Agreement and obtain Vendor’s acknowledgement thereof electronically or otherwise. If Vendor does not agree to any posted changes, Vendor should not continue to list and sell Products on the Marketplace and terminate this Agreement as set out above.

Terms & Conditions for Consumers

1. Definitions

2. Orders

3. Prices and Payment

4. Delivery and Risk

5. Returns and Warranties

6. Our Liability

7. Force Majeure

8. Errors and Omissions

9. Data Protection

10. Trade Names and Trade Marks

11. General Terms of Business

12. Additional Terms of Business

Terms & Conditions for Business Customers

1. Definitions

2. Orders

3. Prices and Payment

4. Delivery, Title and Risk

5. Returns and Warranties

6. Our Liability

7. Force Majeure

8. Errors & Omissions

9. Data Protection

10. Trade Names & Trade Marks

11. General Terms of Business

Terms & Conditions for Vendors

1. Vendor qualification

2. Vendor content

3. Prohibited, Questionable and Infringing Items and Activities

4. Listing and selling of products on the marketplace

5. Tax Matters

6. Export Control

7. Confidentiality & Privacy

8. Ednology Indemnification

9. Limitation of liability

10. Term and Termination

11. general provisions

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