Idency Full Terms & Conditions of Sale
All orders accepted by Idency Ltd are subject to our Terms & Conditions of Sale set out below:
1. Product/Service listings
1.1 All orders for products and services accepted by Idency Limited (“Idency”, “Us”, “Our”, “We”) are subject to these terms and conditions of sale below. No other terms apply to the supply of products and services by us unless agreed in writing by an authorised signatory of Idency or expressly stated otherwise in these terms and conditions of sale.
1.2 All descriptions of the products and services contained on our website or otherwise communicated to any purchaser of such products or services (the “Customer”, “You”) are approximate only and shall not form any part of the contract between Us and You. We shall not be liable to you for any errors or omissions on our website. The advertising of products and services on our website is not an offer capable of acceptance; it’s merely an invitation from us for you to make an offer to purchase products and services. Our acceptance of your order will take place when we confirm pricing and delivery dates to you in writing, at which point a contract will come into existence between us and you.
1.3 Idency is a business-to-business supplier. Our website is intended for use by business customers and not by private individuals acting as consumers. Notwithstanding the foregoing, nothing in these terms and conditions of sale shall affect the statutory rights of a Customer who deals as a consumer.
1.4 Idency reserves the right, without prior notice, to discontinue or update any product on the Idency website.
2. Prices
2.1 The prices of the products and services are as set out on the Idency website or on a provided pro forma invoice. We reserve the right to change prices without prior notice at any time. The price of an ordered product or service will be as set out on the Idency website or pro forma invoice at the time of order acceptance by us.
3. Ordering
3.1 Idency reserves the right to choose to trade with any company or person, or not. We may decline to accept any order, whether or not payment has been received, by giving notice of non-acceptance to the Customer by telephone or email within a reasonable period of receipt of the order. Further, we may cancel orders which have been accepted by giving written notice of such cancellation to the Customer by telephone or email within a reasonable period of receipt of the order. If Idency rejects or cancels an order for which payment has been taken, it will refund the amount to the Customer as soon as reasonably practicable.
4. Delivery
4.1 Subject to any cancellation or non-fulfilment of Customer’s orders, Idency will deliver the products specified in the Customer’s order. We may use third party delivery partners to deliver products.
4.2 The Customer’s delivery price will be notified to the Customer at the time of order.
4.3 Delivery prices apply per order. Delivery will be made to the supplied delivery address.
4.4 Deliveries can arrive between the hours of 8:00am and 5:00pm Monday to Friday. In the event you (or your representative) are not there to receive the goods you may need to re-arrange the delivery or collect it from the local depot.
4.5 All deliveries have to be signed for as proof of receipt unless the Customer gives written authorisation (before goods are despatched) for the goods to be left without a signature – this written authorisation removes liability by the courier or Idency for the goods after delivery.
5. Inspection, Delivery Delays and Non-Delivery
5.1 All goods leave our premises in good condition but if you are not satisfied with the goods on arrival DO NOT ACCEPT delivery. In any event, if you are not satisfied with the goods Idency will need to be informed within 7 days and the goods returned in their original condition to Idency within 14 days, otherwise you will be deemed to have accepted the goods.
5.2 Shortage, damage or incorrect deliveries should be clearly stated on the signed delivery note to be returned to Idency and Idency notified in writing within 24 hours of delivery.
6. Payment for Products and Services
6.1 Payment terms are cash with order. Credit accounts can be applied for.
6.2 Credit terms are available (subject to Idency’s discretion). If credit has been granted, on acceptance of an order, Idency will issue the Customer with an invoice. The Customer shall pay the invoice within 14 days of the date of invoice.
6.3 If any sum is not paid on the due date for payment then Idency may apply an interest charge to the outstanding balance.
7. Risk and Ownership
7.1 Risk of loss or damage to the products passes to the Customer on delivery. If the Customer fails to take delivery of the products, in which case the risk will pass to the Customer at the time when delivery has been attempted.
7.2 Ownership of any products shall not pass to the Customer until full payment has been made (in cash or cleared funds). If the Customer is late in paying any sum, then Idency shall be entitled to the immediate return of all products where ownership has not passed to the Customer. The Customer authorises Idency and its agents to recover any such products under those circumstances, and to enter any premises of the Customer for that purpose.
7.3 Demand for or recovery of the products by Idency shall not of itself discharge either the Customer’s liability to pay the whole of the price and take delivery of the products or Idency’s right to sue for the whole of the price.
8. Warranties and Remedies
8.1 Items delivered electronically are not entitled to any refund for any reason. Activated software, subscriptions and custom development work are not entitled to any refund for any reason.
8.2 Most physical products come with a 1 year manufacturers (RTB) guarantee (return to base for repair or replacement). If your product develops a fault within the guarantee period we will try and help you get a resolution. Please note that this period will vary by product/manufacturer. Idency or the manufacturer of the product you have purchased warrants that no product purchased from us is materially defective.
8.3 In the event of any such product being found to be materially defective, and subject to the provisions of clause 5 (Inspection, Delivery, Delays and Non-Delivery) surrounding defects apparent on delivery, Idency will repair or replace the product.
8.4 Idency warrants that any support service purchased from Idency as referred to in clause 13 (Services) will be provided using reasonable care and skill. If any such service falls short of this standard, Idency will re-provide the service.
8.5 These warranties shall not apply to any defect which arises from improper use, failure to follow the product instructions, or any repair or modification made without the consent of Idency.
8.6 The remedies set out in this clause 9 shall be the Customer’s sole remedies for any breach of warranty and in respect of the supply or non-supply of products and/or services.
8.7 The availability of the remedies set out in this clause 8 is subject to:
8.71 a claim being made in writing to Idency, prior to the return of any defective product, and within 12 months of the original date of despatch or date of service; and
8.72 the Customer returning or disposing of the relevant products, or making them available for collection by Idency, in accordance with Idency’s return instructions and suitably packaged. In particular, for any returns, the Customer must obtain an RMA ( returns) number from Idency and quote this on all paperwork.
8.8 Where the Customer returns defective products otherwise than in accordance with these provisions, Idency may refuse such products and return them to the Customer at the cost of the Customer.
8.9 Any products which are replaced by Idency shall become the property of Idency until ownership is passed to the Customer, as per clause 7 above. The period of the replacement product’s warranty shall be the unexpired period of the defective product’s warranty.
8.10 The Customer shall have no come back in respect of any untrue statement made to it upon which it relied in ordering products and/or services (unless such incorrect statement was made fraudulently) other than any clause it may have set out expressly in these terms and conditions of sale.
8.11 Save as expressly provided in these terms and conditions of sale, all implied warranties, terms and conditions (whether statutory or otherwise) concerning the supply or non-supply of products and/or services are excluded to the fullest extent permitted by law (including, without limitation, the implied terms of satisfactory quality, fitness for purpose and provision of services with reasonable care and skill).
8.12 Except as required by law, Idency nor the suppliers or manufacturers of the products we supply will not be liable to the Customer for any loss, damage or liability of any kind whatsoever which arises out of the breach of implied warranties, terms or conditions (statutory or otherwise) or breach of any other duty of any kind imposed on Idency by operation of law. The Customer acknowledges that it is responsible for ensuring that the products and services it orders are fit for the purposes for which it intends to use them.
9. Export Control and Limitations of Use
9.1 Products sold by Idency may be subject to export control regulations of the UK, the USA, the EU and other countries (“Export Laws”). The Customer shall comply with such Export Laws and obtain any licence or permit required to transfer, export, re-export or import the products.
9.2 The Customer shall not, directly or indirectly, sell, permit to be sold, dispose of, export, re-export or otherwise provide products to any country or entity under sanction or embargo administered by the UK, the USA, the EU or other country.
9.3 The Customer certifies that products purchased from Idency will not be used, sold or incorporated into products used directly or indirectly in the design, development, production or use of chemical, biological or nuclear weapons, delivery vehicles and systems of the same or in the development of any weapons of mass destruction.
10. Software Liability
10.1 Idency’s total liability to you from all causes of action and under all theories of liability will be limited to amounts paid to Idency by you for the applicable software during the 12 months prior to the event giving rise to the claim.
10.2 In no event will Idency be liable to you for any special, incidental, exemplary, punitive or consequential damages (including loss of data, business, profits or ability to execute) or for the cost of procuring substitute products arising out of or in connection with this agreement or the execution or performance of the supplied software, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not Idency has been advised of the possibility of such loss or damage. The foregoing limitations will survive and apply even if any limited remedy specified in this agreement is found to have failed of its essential purpose. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.
10.3 Neither party shall have any obligation to the other party or to any other person or entity arising with respect to these terms and/or the software for consequential damages, punitive damages, exemplary damages, special damages, loss of actual and/or potential profits, the cost of procurement of substitute products or services, loss of data, and/or incidental damages, whether based upon contract, tort, or otherwise, and regardless of whether such party was advised of, knew of, and/or should have known of the possibility of same.
11. Products & Services Liability
11.1 Idency shall not be liable for damage, losses (whether direct, indirect or consequential), expenses, liabilities, loss of profits, productivity, business or economic loss, depletion of goodwill, costs (including legal costs), claims, demands, proceedings, judgments or otherwise resulting from the failure to give advice or information or the giving of incorrect advice or information (including through our website live chat and FreshDesk support ticketing system) whether or not due to its negligence or that of its employees, agents or sub-contractors.
11.2 Idency shall not be liable for economic loss, punitive damages, loss of revenue, loss of profits, loss of productivity or expected future business, damage to reputation or goodwill, loss of any order or contract or any consequential or indirect loss or damage, all as may result from, or be connected with:
11.21 any express or implied terms of the contract between Idency and the Customer, or of any order accepted by Idency;
11.22 any duty of any kind imposed on Idency by law arising out of or in relation to the contract between Idency and the Customer or order;
11.23 any defect in the products or services;
11.24 intellectual property rights infringement; or
11.25 any other loss whatsoever arising out of these terms of sale.
11.3 If, notwithstanding any other provisions in these terms and conditions of sale including without limitation clauses 8 (Warranties and Remedies), 9 (Limitations of Use) and 11 (Liability), any liability attaches to Idency, Idency’s liability to the Customer arising out of or in connection with these terms and conditions of sale or any order whether in contract, tort or otherwise in respect of one or more of (i) any express or implied terms of the contract between Idency and the Customer, or of any order accepted by Idency; (ii) any duty of any kind imposed on Idency by law arising out of or in relation to the contract between Idency and the Customer or the order; (iii) any defect in the products or services; (iv) intellectual property rights infringement; or (v) any other loss whatsoever arising out of these terms and conditions of sale, shall be limited in the aggregate to £10,000 or the total value of the order, whichever is greater.
11.4 Nothing in these terms and conditions of sale (including without limitation this clause 12) shall exclude or limit the liability of Idency for death or personal injury caused by the negligence of Idency or its employees, agents or sub-contractors, or for fraud or anything else which cannot by law be limited or excluded.
12. No fault Returns and Cancellations
12.1 If you have changed your mind and no longer require or wish to keep the product/s you ordered, you can return your product in its original unopened and sealed packaging within 30 days of purchase and we’ll refund you for the cost of the product/s (excluding the cost of delivery).
12.2 Consumer Contracts regulation – Following the regulations set out for online selling we will accept products back even if you have opened the products to inspect them. You must return the products within 30 days from the day after your delivery. Each product must be in an ‘as new’ condition and returned in the original undamaged packaging along with all power leads, cables, software and accessories received with it. The product must not have been used or installed or had any data inputted. Protective covers/seals must remain in place. Fingerprint Readers must remain sealed. Software must not have been installed and CDs/DVDs must remain sealed.
12.3 Without exception no returns will be accepted after 30 days cancellation period, unless by prior agreement with Idency.
12.4 If cancellation rights have not been exercised within the 30-day cancellation period, all goods returned after 30 days will incur a 25% handling charge as well as a collection charge where applicable, unless the items are faulty in which case no charge will be made.
12.5 Collection can be arranged by Idency and will be subject to a collection charge.
12.6 Before returning goods the customer must obtain a returns number from Idency and quote this number when returning the goods.
13. Services
13.1 Idency offers services in respect of products. These services include Remote Support & IT Audits and any other services that the parties agree. Idency may quote a turnaround time target for these services, but Idency shall be under no liability if it fails to comply with such target. The product/s to be supported must be free from physical and electrical damage and from modifications (other than modifications detailed in the literature supplied with the product).
14. Force Majeure
A force majeure event is any event beyond the reasonable control of Idency (including but not limited to strikes, traffic congestion, loss of internet connection or telephone lines, or Idency’s inability to procure services or products). If Idency is prevented or restricted from carrying out all or any of its obligations under these terms and conditions of sale by reason of any force majeure event, then Idency shall be relieved of its obligations during the period that such event continues, and shall not be liable for any delay and/or failure in the performance of its obligations during such period. If the force majeure event continues for a period longer than 14 days, Idency may cancel the affected order or cancel the whole or any part of these terms and conditions of sale, without any liability to the Customer.
15. Intellectual Property Rights
15.1 The Customer acknowledges that Idency and its licensors own the intellectual property rights in the Idency website and that their whole or partial reproduction without Idency’s prior written consent is prohibited.
15.2 Idency does not warrant or give any assurance to the Customer that any products supplied do not infringe the intellectual property rights of any third party.
16. Anti-Bribery
16.1 The Customer shall (and shall procure that persons associated with it or other persons who are providing goods or services in connection with these Terms of Sale shall) comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption, including, but not limited to, the Bribery Act 2010 (the Relevant Requirements) and shall:
16.11 not (directly or indirectly) induce any employee, agent or subcontractor of Idency to make any concession to or confer any benefit on the Supplier, refrain or withhold from doing any act, in return for any gift, money, or other inducement;
16.12 not do or omit to do any act that will cause or lead Idency to be in breach of any of the Relevant Requirements; and
16.13 promptly report to Idency any request or demand for any undue financial or other advantage of any kind received by the Customer in connection with these Terms and Conditions.
16.2 The Customer is informed that:
16.21 Idency employees are not permitted to accept gifts of more than token value, loans, excessive entertainment or other substantial favours from any company or individual that does business with Idency or seeks to do so;
16.22 Idency employees are not permitted to solicit gifts or other favours from any company or individual that does business with Idency, or seeks to do so; and
16.23 entertainment of Idency employees is acceptable only if it has a justifiable business purpose. It should be of a reasonable nature and such that Idency’s employees, agents or contractors, can reciprocate.
16.4 Any breach of this clause 15 shall be a material breach of these terms and conditions which is incapable of remedy.
17. Data Protection and Customer Information
17.1 Please refer to our privacy policy for more information about how we process your personal data. (available at https:/idency.com/terms).
18. Law and Jurisdiction
18.1 The contract between Idency and the Customer based on these terms of sale as applicable to each Customer order shall be governed by and interpreted in accordance with English Law and the Customer submits to the non-exclusive jurisdiction of the English courts, but Idency may enforce the contract in any court of competent jurisdiction.
18.2 If any part of these terms of sale is found to be unenforceable by any court or competent authority or would be found to be unenforceable if it were interpreted or construed in a particular way, then it is the parties’ express intention that the relevant wording should be interpreted or construed so as to avoid such a finding and that, in the event of such a finding, the remainder of the provision in question shall be interpreted or construed to give it full effect.
18.3 No express term of these terms and conditions nor any term implied under it is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
Registered office address
Idency Ltd, The Old Hop Kiln, 1 Long Garden Walk, Farnham, Surrey, GU9 7HX
