1. Interpretation

1.1 In these Conditions:

1.2 “Ibdaa Solutions” means Ibdaa Solutions for information technologies and security systems; (registered number 826649); “the Customer” means the person whose order is accepted by Ibdaa Solutions; “Contract” means the contract for the purchase and sale of hardware and/or software and/or support and/or services incorporating these Conditions.

1.3 Where the Customer has engaged Ibdaa Solutions to provide support & maintenance services, the Ibdaa Solutions support helpdesk is open from 0900 to 1730 Sunday to Thursday excluding bank holidays.

  1. Basis of Sale

2.1 Ibdaa Solutions will sell and the Customer will purchase the hardware and/or software in accordance with any written order of the Customer which is accepted by Ibdaa Solutions, subject in either case to these Conditions.

2.2 Ibdaa Solutions will provide the services to the Customer that are set out in the service level agreement, the order or quotation (as the case may be) between the Company and the Customer to which these terms are attached.

2.3 These Conditions govern the Contract to the exclusion of any other terms and conditions (if any) contained on or referred to in an order form or other communication from the Customer. No addition, variation or substitution of these Conditions will bind Ibdaa Solutions or form part of any order unless agreed in writing and signed by authorised representatives of both parties.

2.4 These Conditions and the terms of any order constitute the entire understanding of the parties and supersede all prior promises, representations and undertakings.

2.5 No Ibdaa Solutions employee or agent is authorised to make any representations concerning the subject matter of the Contract unless confirmed by Ibdaa Solutions in writing. The Customer acknowledges that it is not relying on any such representation not so confirmed.

 

 

  1. Orders

3.1 Any order placed with Ibdaa Solutions will be accepted at Ibdaa Solutions’s sole discretion and, if accepted, will only be accepted on and subject to these Conditions.

3.2 Each order so accepted constitutes a separate legally binding Contract between Ibdaa Solutions and the Customer.

3.3 The Customer is responsible for ensuring the accuracy of any order submitted to Ibdaa Solutions.

3.4 Ibdaa Solutions reserves the right to modify any hardware and/or software ordered, which are required to conform to any applicable safety or statutory requirements, or which do not materially affect their quality or performance.

3.5 Once accepted by Ibdaa Solutions, no order may be cancelled by the Customer without Ibdaa Solutions’s express prior written agreement.

  1. Prices

4.1 Orders are accepted at the price given at the date of order.

4.2 Unless otherwise stated, quotations are valid for acceptance for 30 days or earlier acceptance, after which they will lapse. Any quotation that has lapsed must be reconfirmed with Ibdaa Solutions prior to an order being accepted.

4.3 Ibdaa Solutions reserves the right, by giving the Customer written notice at any time before delivery, to increase the price of hardware and/or software and/or support and/or services to reflect any increase in the cost to Ibdaa Solutions which is due to any factor beyond Ibdaa Solutions’s control. Where possible, Ibdaa Solutions will provide 30 days’ notice of any price changes but the Customer acknowledges this may not always be possible where prices vary for reasons outside of Ibdaa Solutions’s control. Ibdaa Solutions therefore reserves the right to vary prices at short, or even no, notice. Any price changes will be notified to the Customer as soon as reasonably possible.

4.4 All prices are inclusive of Taxes and any other sales taxes and delivery charges, unless otherwise stated. All delivery charges are charged as extra, irrespective of invoice value. Any overseas duties and taxes will be the responsibility of the Customer.

4.5 Ibdaa Solutions shall be able to increase the price for support and maintenance services by giving the Customer not less than 30 days’ notice prior to the commencement of the next 12 month period of support and maintenance.

4.6 In the case of site visits the daily rate quoted is payable in full for a day or part day. Any additional work, development or equipment specified during a site visit must be confirmed in writing prior to being carried out or authorised by the customer’s signatory on the site engineer’s sign off sheet and will be invoiced separately. The Customer will provide safe and unrestricted access to the engineer making a site visit and any lost time as a result of any failure to comply with this obligation is chargeable at normal day rates. If a minimum 48 hours notice of cancellation is not received a cancelled site visit will also be chargeable at normal day rates.

  1. Payment

5.1 Payment will be made by the Customer within 30 days of delivery or of receipt of invoice, if earlier, except that payment at the time of order will be required for new Customers, or Customer’s for whom Ibdaa Solutions deems immediate payment to be necessary.

5.2 Payments by direct debit can be made for support, webhosting services and TotalCare. Should the direct debit be returned or cancelled by the client, then full payment of the remainder of the contract will be required in full immediately and services will cease until this payment is received.

5.3 Where any discount is given, tax will be calculated on the discounted price.

5.4 The Customer is not entitled to withhold or delay any payment due by reason of any actual or alleged defect, whether or not such defect is the subject of any claim.

5.5 The Customer is responsible for any bank or other charges (including, but not exclusively, transfer charges, costs of cheques not being honoured etc.).

5.6 If and for so long as there are any overdue invoices (whether under this Contract or otherwise), the Company shall be entitled to suspend provision of any goods or services to the Customer.

  1. Confidentiality

6.1 Each of the parties to this agreement undertakes to the other to keep confidential all information (written or oral) concerning the business and affairs of the other that it shall have obtained or received as a result of the discussions leading up to or the entering into of this agreement save that which is:

6.1.1 Trivial or obvious;

6.1.2 Already in its possessions other than as a result of a breach of this clause; or

6.1.3 In the public domain other than as a result of a breach of this clause.

6.2 Each of the parties undertakes to the other to take all such steps as shall from time to time be necessary to ensure compliance with the provisions of clause 8.1 above by its employee’s agents and sub-contractors.

  1. Warranties

7.1 All hardware and/or software are supplied on and subject to the terms and conditions of warranties and licences of the original manufacturers and/or licensors. Ibdaa Solutions will pass on to the Customer the benefit of any guarantees or indemnities given to it by its supplier. Any software supplied is not warranted to operate error-free or on an uninterrupted basis.

7.2 Ibdaa Solutions makes no warranty as to the description, quality, fit for purpose, suitability or otherwise of any hardware and/or software supplied. Ibdaa Solutions accepts no responsibility for any loss or damage, arising directly or indirectly, from the use of any hardware and/or software supplied by it, including any loss arising by reason of any failure of the hardware and/or software to comply with any specifications provided by the Customer.

7.3 Ibdaa Solutions warrants that all services provided under this Contract will be provided with reasonable skill and care.

7.4 Except as otherwise expressly provided, and except where the Customer deals as a consumer, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

7.5 Where the hardware and/or software are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) the statutory rights of the Customer are not affected by these Conditions.

  1. General

8.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

8.2 No waiver by Ibdaa Solutions of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.

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

8.4 This Contract is governed by and construed in accordance with the laws of Iraq.

 

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