1.1 In These conditions
‘the Company’ means Cobus Limited.
‘the Contract’ means the Contract between the Customer for the sale or supply of Equipment.
‘the Customer’ means the person firm or company with whom the Contract is made by the company.
‘the telecom provider’ means the firm or company that provides telecommunications equipment, telecommunications services or Internet services.
‘the Warranty Period’ means
(i) in the case of hardware a period of 12 months from the date of delivery or the balance of any warranty period provided to the Company by the manufacturer if greater.
1.2 THESE Conditions apply to all Contracts of the Company to sell or supply Equipment and shall prevail over any terms put forward by the Customer unless the Company expressly agrees to them in writing. No conduct by the Company shall be deemed to constitute acceptance of any terms put forward by the Customer and no concession made or latitude allowed by the Company shall affect the strict rights of the Company under the contract.
1.3 THESE Conditions may only be varied with express written agreement of the Company.
2.1 UNLESS otherwise specified prices are payable for the Equipment are exclusive of carriage and are subject to the Company’s right to require payment of delivery charges, insurance costs, customs duties, special handling charges and/or packaging charges as appropriate.
2.2 THE Company shall have the right at any time to revise prices to take into account increases in costs including (without limitation) costs of agreed changes in taxes, duties, levies, or exchange rates or costs arising as a result of site conditions, delays, interruptions, lack or information and any other factor beyond the Company’s control.
3. ORDERS AND DELIVERY
3.1 NO order shall be accepted by the Company unless first confirmed by the customer in writing (Includes email) or via facsimile accompanied by an official PO (Purchase Order) or equivalent as per the customers usual order process.
3.2 THE Customer shall state on placing an order if he/she requires the Company to arrange carriage and if so the delivery address. If the Customer so requests the Company shall be entitled to make any contract of carriage and/or insurance on behalf of the Customer as the Company considers necessary and will be under no obligation to notify the Customer thereof. The Customer will be responsible for complying with all conditions and requirements of the carriers. Unless otherwise agreed by the Company delivery of the Equipment will be ex-works.
3.3 ALL times or dates given for delivery of the equipment are given in good faith and shall not be of the essence in any contract.
3.4 THE Company shall give the Customer notice when the Equipment is ready for delivery. If the Customer refuses or fails to arrange collection or take delivery (as the case may be) of Equipment ordered within seven days of service of that notice then (a) the Customer will bear the risk of any loss or damage to the Equipment after expiry of that time (b) the Company shall be entitled to immediate payment in full for the Equipment which is the subject of the order (c) the Customer shall in addition to the invoice price pay all costs of storage and any additional costs incurred as a result of such refusal or failure. The Company shall not be liable to the Customer for any loss or damage to the Equipment caused by their storage.
3.5 THE Company may make and the Customer shall accept partial deliveries of Equipment ordered. Each delivery shall be considered to be the subject of a separate Contract and failure by the Company to make any one or more deliveries in accordance with the Contract or any claim by the Customer in respect of any one or more deliveries shall not entitle the Customer to treat the Contract as wholly repudiated.
4.1 THE Customer will accept the Equipment even if it is delivered late and late delivery will not entitle the Customer to terminate the Contract.
4.2 THE Customer shall inspect the Equipment as soon as is reasonably practicable and will notify the Company in writing of any shortage or supply damage to the Equipment within five days of delivery. If the Customer fails to comply with this clause the Company shall be under no legal obligation in any respect of any alleged shortage discrepancy or damage.
FROM the time the Equipment leaves the Company’s premises whether this be by collection or receipt by carriers (as the case may be) the risk in the Equipment shall pass to the Customer who shall be solely responsible for the custody and maintenance thereof.
6.1 IF credit terms have been agreed in writing by the Company payment shall be made in full without any deduction or set-off within thirty days of the date of invoice unless otherwise agreed in writing by the Company.
6.2 IF credit terms have not been agreed by the Company then payment shall be made in full without any deduction or set-off at the time of placing the order for the Equipment.
6.3 IF the Customer shall make or offer to make any arrangement or composition with his creditors or commit any act of bankruptcy or if any bankruptcy petition be presented against him or (if the Customer is a limited company) if any resolution or petition to wind up such a company shall be passed or presented or if a receiver or administrator of the whole or any of such Company’s undertaking property assets shall appointed then if delivery of the Equipment has been effected the invoice shall immediately become due and payable by the Customer, if delivery has not been so effected then the Company may at its option cancel the contract or cancel or suspend delivery.
6.4 NOTWITHSTANDING any of the terms and conditions hereof the time of payment shall be of the essence of the Contract.
6.5 INTEREST shall be payable on overdue accounts at the rate of two percent per month part thereof on the amount for the time being outstanding from the due date of payment thereof until receipt by the Company whether before or after judgement.
6.6 IF any cheque presented in payment of an invoice by the Customer shall be returned unpaid by the Customers bank or if any agreed standing order or direct debit shall fail to operate then the Customer shall in addition to all other sums payable under the Contract pay to the Company the sum of £20 for each such event or such greater sum as shall represent the costs incurred by the Company by reason of such dishonour or failure as aforesaid.
6.7 COBUS reserve the right to remove and/or adjust the provision of credit, in part or full, to any given customer, if we are so suitably informed [from a reputable source i.e., creditsafe.com] that the customers credit rating/score drops below 50/100. At this time, all customer obligations and contractual agreements remain in place, but Cobus may lawfully request that a payment be made [on account] to the value of not less than 2no months average monthly billing. Following the customers credit rating/score improving and remaining above the set threshold, for a minimum of 3no months, Cobus will consider the reinstatement of the original credit facility that was in place prior to this adjustment. Any failure to make a requested ‘payment on account’ [following the above stipulated criteria] may result in restriction being applied to any products and/or services supplied to the customers from Cobus and/or one of its affiliated partners
7. RETENTION OF TITLE
7.1 THE Equipment shall remain the property of the Company until payment is made in full of all sums due under Contracts between the Company and the Customer.
7.2 UNTIL title passes to the Customer under this clause 7.1 the following shall apply:
7.2.2 IF payment has become due or the provisions of the clause 6.3 shall apply the Company shall be entitled to recover the Equipment from the Customer and for that purpose the Customer grants to the Company and its agents and employees an irrevocable licence to enter any premises where the Equipment is stored in order to repossess the same
7.2.1 the Customer shall hold the Equipment as bailie for the Company, store the same in such a way that it can be identified as the Company’s property and keep it separate from the Customer’s own property and the property of any other person.
7.2.3 if in the normal course of business the customer shall sell the Equipment then he shall do so as agent for the Company and out of the proceeds of such sale shall retain the amount due to the Company in a separate identified bank account as trustee for the Company.
7.2.4 in the event that the exercise by the Company of the rights conferred by this clause result in the Company re-possessing Equipment for which the Customer has paid, the Company may set-off against any sums which become due from them on that basis any sums due from the Customer in respect of other contracts.
7.2.5 each of the foregoing sub-clauses of this clause constitutes an entirely independent provision and shall be interpreted separately from the remainder.
8. SPECIFICATION AND PERFORMANCE
8.1 ALL drawings specification and technical documents issued by the Company are issued solely for the Customers use in connection with any Equipment and shall not be copied reproduced or communicated to any third party without the Company’s express written agreement.
8.2 THE Company reserves the right to alter or depart from any specification or design of any Equipment sold provided that such alteration or departure shall not to a material extent adversely affect the performance of the Equipment or the quality of the workmanship or the material used.
8.3 UNLESS otherwise expressly agreed in writing any performance figures, quoted or referred to are estimates only based on assumed conditions in a well managed office with experienced adequate and efficient operatives and appropriate services and proper use of satisfactory material.
9.1 THE Company shall make good by repair or exchange (at its option) such of the Equipment or part thereof which is shown to its reasonable satisfaction to have proved defective in materials or workmanship during the Warranty Period on the following terms:
9.1.1 any defect in or failure of the Equipment must be notified to the Company in writing as soon as practicable and in any event no later than five days after the discovery.
9.1.2 the Equipment must be unmodified, have been properly used under normal working conditions and have been properly installed and maintained.
9.1.3 before returning the Equipment or any part thereof the customer must obtain a return authorisation number from the Company and details of the Company’s return procedure which must be fully complied with.
9.1.4 the Equipment or part to be returned must be delivered to the Company’s premises in its original packaging together with supporting documentation showing full description on the alleged fault and quoting the relevant returns number. In the event that the Customer fails to comply with this requirement then the Company will be entitled to charge 15% handling fee upon the authorised return of the Equipment.
9.1.5 all delivery charges for carriage to and from the Company’s premises must be paid for by the Customer.
9.1.6 where parts only are returned the Company shall not be responsible for installing any such part after repair or exchange.
9.1.7 if it so elects the Company may require the Customer to return the Equipment or part direct to the manufacturer for repair or exchange in which case such repair or exchange on the part of the manufacturer shall satisfy the Company’s obligations under this clause.
9.1.8 the foregoing warranty shall only apply to any replacement Equipment or parts thereof supplied by the Company for the balance of the warranty period applicable to the Equipment.
9.2 THE Company gives no undertaking that the Equipment is fit for any particular purpose and the Customer, having greater knowledge of his own requirements, relies entirely on his own skill and judgement in evaluating the suitability of the Equipment for his purpose.
9.3 SUBJECT to the foregoing all conditions, terms and representations, express or implied by statute, common law, custom or usage in relation to the Equipment are hereby excluded and the Company shall be under no liability to the customer for any loss, damage or injury, direct or indirect, resulting from defective material, faulty workmanship or otherwise howsoever arising and whether or not caused by the negligence of the Company, its employees or agents.
9.4 IN no event shall the Company be under any liability whatsoever for loss of use or loss of profits, interruption of business or any other indirect special consequential loss of any type arising or alleged to have arisen out of any negligent act or default of the Company in respect of the Company’s obligations under such Contract.
9.5 IF the Customer deals as a consumer as defined in S. 12 of the Unfair Contracts Terms Act 1977 the above provisions shall not apply and the Customer’s statutory rights under the Sale Of Goods Act will be unaffected.
9.6 THE Company does not exclude liability for death or personal injury to the extent that it is caused by negligence of the Company, its employees or agents nor for breach of any of the undertakings as to title implied into the Contract by S. 12 of the Sale Of Goods Act 1979.
THE Company shall incur no liability to the Customer for misrepresentation by virtue of any statement made by or on behalf of the Company prior to the Contact whether orally or in any letter, document or sales literature and the Customer shall not be entitled to rescind the Contract on the grounds of any such misrepresentation.
THE Company shall be under no obligation to accept return of any Equipment other than as provided in Clause 9. IF notwithstanding the Company shall in any particular case agree to accept return of Equipment which is not defective then it shall only do so on terms that (a) the Customer shall pay a sum in respect of the costs so incurred by the Company equal to twenty-five percent of the full invoice price subject to a minimum of £30 (b) the Customer shall obtain a returns authorisation number from the Company and comply with the Company’s return procedure and (c) the Equipment must be delivered to the Company’s premises in its original packaging.
12. TELECOMMUNICATIONS EQUIPMENT
12.1 WHEN the Equipment supplied by the Company is to be used in conjunction with the telecom provider’s lines or apparatus the following conditions apply:
12.1.1 the telecom provider shall have the right to require modifications to be carried out to the Equipment which is already installed and in use. Any modifications required will be carried out at the Customer’s expense.
12.1.2 in no event shall the Company be liable for damages, loss or injury to any equipment or personnel in conjunction with or arising out of the Customer’s act or negligence.
13. FORCE MAJEURE
THE Company shall not be liable for any delay or failure in performance of its obligation under the Contract which is due to or results from events beyond its reasonable control including but not limited to delays or defaults of any sub-contractor, war, strike, lock-out, trade dispute, flood, accident to plant or machinery, shortage of materials or labour. In any such event the Company shall be entitled to delay or cancel delivery of the Equipment. If due to any such event the Company has insufficient stock to meet all its commitments the Company may apportion available stock between its customers at its sole discretion.
NO Contract or order may be cancelled without the Company’s written consent. In the event that cancellation is agreed for whatever reason the Customer shall pay a sum in respect of the costs, claims, loss and expense occasioned thereby including any consequential loss and loss of profits incurred by the Company equal to twenty-five percent of the full order value subject to a minimum of £50.
15.1 IF at any time one or more of the above conditions becomes in whole or part void, invalid or unenforceable then the remainder of these conditions shall nevertheless remain valid and enforceable.
15.2 ALL notices hereunder shall be in writing and shall be given by hand or sent by prepaid first class post, telex, or facsimile to the party concerned at its last known address. Notices sent by first class post shall (in the absence of earlier receipt) be deemed to have been delivered forty-eight hours after despatch and notices sent by telex or facsimile shall be deemed to have been delivered on the first working day following the date of their despatch.
15.3 THE construction, performance and validity of these Conditions shall in all respects be governed by English Law.
Data Protection Policy – GDPR (General Data Protection Regulation)
Cobus Ltd is committed to a policy of protecting the rights and privacy of individuals, including Customers, staff and others, in accordance with the General Data Protection Regulation (GDPR) May 2018.
The new regulatory environment demands higher transparency and accountability in how businesses manage and use personal data. It also accords new and stronger rights for individuals to understand and control that use.
The GDPR contains provisions that the business will need to be aware of as data controllers, including provisions intended to enhance the protection of Customers personal data. For example, the GDPR requires that:
We must ensure that our Company privacy notices are written in a clear, plain way that staff and customers will understand.
Cobus needs to process certain information about its staff, customers, staff and other individuals with whom it has a relationship for various purposes.
To comply with various legal obligations, including the obligations imposed on it by the General Data Protection Regulation (GDPR) Cobus must ensure that all this information about individuals is collected and used fairly, stored safely and securely, and not disclosed to any third party unlawfully.
This policy applies to all staff of Cobus. Any breach of this policy or of the Regulation itself will be considered an offence and the Companies disciplinary procedures will be invoked.
As a matter of best practice, other agencies and individuals working with Cobus and who have access to personal information, will be expected to read and comply with this policy. It is expected that departments who are responsible for dealing with external bodies will take the responsibility for ensuring that such bodies sign a contract which among other things will include an agreement to abide by this policy.
This policy will be updated as necessary to reflect best practice in data management, security and control and to ensure compliance with any changes or amendments to the GDPR and other relevant legislation. The Code of Practice on GDPR for Cobus gives further detailed guidance and Cobus undertakes to adopt and comply with this Code of Practice.
General Data Protection Regulation (GDPR)
This piece of legislation comes in to force on the 25th May 2018. The GDPR regulates the processing of personal data and protects the rights and privacy of all living individuals (including children), for example by giving all individuals who are the subject of personal data a general right of access to the personal data which relates to them. Individuals can exercise the right to gain access to their information by means of a ‘subject access request’. Personal data is information relating to an individual and may be in hard or soft copy (paper/manual files; electronic records; photographs; CCTV images) and may include facts or opinions about a person.
For more detailed information on these Regulations see the Data Protection Data Sharing Code of Practice (DPCoP) from the Information Commissioner’s Office (ICO). Please follow this link to the ICO’s website (www.ico.gov.uk)
Responsibilities under the GDPR
Cobus will be the ‘data controller’ under the terms of the legislation – this means it is ultimately responsible for controlling the use and processing of the personal data. The Company appoints a Data Protection Officer (DPO), currently the Principal who is available to address any concerns regarding the data held by Cobus and how it is processed, held and used. Cobus also has a nominated Director who oversees this policy.
The Senior Leadership Team is responsible for all day-to-day data protection matters and will be responsible for ensuring that all members of staff and relevant individuals abide by this policy, and for developing and encouraging good information handling within the Company.
The Senior Leadership Team is also responsible for ensuring that the company’s notification is kept accurate. Details of the Company’s notification can be found on the Office of the Information Commissioner’s website. Our data registration number is: Z1906513.
Compliance with the legislation is the personal responsibility of all members of the Company who process personal information.
Individuals who provide personal data to the Company are responsible for ensuring that the information is accurate and up-to-date.
Data Protection Principles
The legislation places a responsibility on every data controller to process any personal data in accordance with the eight principles. For further information please follow the following link to the ICO’s website (www.ico.gov.uk)
In order to comply with its obligations, Cobus undertakes to adhere to the eight principles:
- Process personal data fairly and lawfully.
Cobus will make all reasonable efforts to ensure that individuals who are the focus of the personal data (data subjects) are informed of the identity of the data controller, the purposes of the processing, any disclosures to third parties that are envisaged; given an indication of the period for which the data will be kept, and any other information which may be relevant.
- Process the data for the specific and lawful purpose for which it collected that data and not further process the data in a manner incompatible with this purpose.
Cobus will ensure that the reason for which it collected the data originally is the only reason for which it processes those data, unless the individual is informed of any additional processing before it takes place.
- Ensure that the data is adequate, relevant and not excessive in relation to the purpose for which it is processed.
Cobus will not seek to collect any personal data which is not strictly necessary for the purpose for which it was obtained. Forms for collecting data will always be drafted with this mind. If any irrelevant data are given by individuals, they will be destroyed immediately.
- Keep personal data accurate and, where necessary, up to date.
Cobus will review and update all data on a regular basis. It is the responsibility of the individuals giving their personal data to ensure that this is accurate, and each individual should notify the Company if, for example, a change in circumstances mean that the data needs to be updated. It is the responsibility of the Company to ensure that any notification regarding the change is noted and acted on.
- Only keep personal data for as long as is necessary.
Cobus undertakes not to retain personal data for longer than is necessary to ensure compliance with the legislation, and any other statutory requirements. This means Cobus will undertake a regular review of the information held and implement a weeding process. Cobus will dispose of any personal data in a way that protects the rights and privacy of the individual concerned (e.g. secure electronic deletion, shredding and disposal of hard copy files as confidential waste). A log will be kept of the records destroyed.
- Process personal data in accordance with the rights of the data subject under the legislation.
Individuals have various rights under the legislation including a right to:
- be told the nature of the information the Company holds and any parties to whom this may be disclosed.
- prevent processing likely to cause damage or distress.
- prevent processing for purposes of direct marketing.
- be informed about the mechanics of any automated decision taken process that will significantly affect them.
- not have significant decisions that will affect them taken solely by automated process.
- sue for compensation if they suffer damage by any contravention of the legislation.
- act to rectify, block, erase or destroy inaccurate data.
- request that the Office of the Information Commissioner assess whether any provision of the Act has been contravened. Cobus will only process personal data in accordance with individuals’ rights.
- Put appropriate technical and organisational measures in place against unauthorised or unlawful processing of personal data, and against accidental loss or destruction of data.
All members of staff are responsible for ensuring that any personal data which they hold is kept securely and not disclosed to any unauthorised third parties.
Cobus will ensure that all personal data is accessible only to those who have a valid reason for using it.
Cobus will have in place appropriate security measures e.g. ensuring that hard copy personal data is kept in lockable filing cabinets/cupboards with controlled access (with the keys then held securely in a key cabinet with controlled access):
- keeping all personal data in a lockable cabinet with key-controlled access.
- password protecting personal data held electronically.
- archiving personal data which are then kept securely (lockable cabinet).
- placing any PCs or terminals, CCTV camera screens etc. that show personal data so that they are not visible except to authorised staff.
- ensuring that PC screens are not left unattended without a password protected screen-saver being used.
In addition, Cobus will put in place appropriate measures for the deletion of personal data – manual records will be shredded or disposed of as ‘confidential waste’ and appropriate contract terms will be put in place with any third parties undertaking this work. Hard drives of redundant PCs will be wiped clean before disposal or if that is not possible, destroyed physically. A log will be kept of the records destroyed.
This policy also applies to staff and students who process personal data ‘off-site’, e.g. when working at home, and in circumstances additional care must be taken regarding the security of the data.
- Ensure that no personal data is transferred to a country or a territory outside the European Economic Area (EEA) unless that country or territory ensures adequate level of protection for the rights and freedoms of data subjects in relation to the processing of personal data.
Cobus will not transfer data to such territories without the explicit consent of the individual.
This also applies to publishing information on the Internet – because transfer of data can include placing data on a website that can be accessed from outside the EEA – so Cobus will always seek the consent of individuals before placing any personal data (including photographs) on its website.
If the Company collects personal data in any form via its website, it will provide a clear and detailed privacy statement prominently on the website, and wherever else personal data is collected.
Consent as a basis for processing
Although it is not always necessary to gain consent from individuals before processing their data, it is often the best way to ensure that data is collected and processed in an open and transparent manner.
Consent is especially important when Cobus is processing any sensitive data, as defined by the legislation.
Cobus understands consent to mean that the individual has been fully informed of the intended processing and has signified their agreement (e.g. via the enrolment form) whilst being of a sound mind and without having any undue influence exerted upon them. Consent obtained on the basis of misleading information will not be a valid basis for processing. Consent cannot be inferred from the non-response to a communication.
- For the purposes of the General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679 individuals consent to Cobus holding and processing personal data including sensitive personal data of which they are the subject, details of which are specified in the Companies data protection policy.
- This will include marketing images and the Companies CCTV.
Cobus will ensure that any forms used to gather data on an individual will contain a statement (fair collection statement) explaining the use of that data, how the data may be disclosed and indicate whether or not the individual needs to consent to the processing.
How We Use Your Personal Information
Your information may be shared with third parties for Payroll, training, employment and well-being related purposes. This will only take place where the law allows it and the sharing is in compliance with the Data Protection Act 1998
Further information is available at:
Cobus will ensure that if the individual does not give his/her consent for the processing, and there is no other lawful basis on which to process the data, then steps will be taken to ensure that processing of that data does not take place.
Subject Access Rights (SARs)
Individuals have a right to access any personal data relating to them which are held by the Company. Any individual wishing to exercise this right should apply in writing to the nominated DPO (Data Protection Officer). Any member of staff receiving a SAR should forward this to the DPO.
- Cobus reserves the right to charge a fee for data subject access requests (currently £20).
- Under the terms of the legislation, any such requests must be complied with within 40 days.
- For detailed guidance on responding to SARs, see the Code of Practice (CoP).
Disclosure of Data
Only disclosures which have been notified under the Companies DP notification must be made and therefore staff and customers should exercise caution when asked to disclose personal data held on another individual or third party.
Cobus undertakes not to disclose personal data to unauthorised third parties, including family members, friends, government bodies and in some circumstances, the police.
Legitimate disclosures may occur in the following instances:
- the individual has given their consent to the disclosure.
- the disclosure has been notified to the OIC and is in the legitimate interests of the Company
- the disclosure is required for the performance of a contract.
There are other instances when the legislation permits disclosure without the consent of the individual. For detailed guidance on disclosures see the Code of Practice (CoP).
In no circumstances will Cobus sell any of its databases to a third party.
Publication of Company Information
Cobus publishes various items which will include some personal data, e.g.
- internal telephone directory.
- event information.
- photos and information in marketing materials.
It may be that in some circumstances an individual wishes their data processed for such reasons to be kept confidential, or restricted Company access only. Therefore, it is Cobus policy to offer an opportunity to opt-out of the publication of such when collecting the information.
It is the policy of Cobus to ensure that senders and recipients of email are made aware that under the DPA, and Freedom of Information Legislation, the contents of email may have to be disclosed in response to a request for information.
Under the Regulation of Investigatory Powers Act 2000, Lawful Business Practice Regulations, any email sent to or from the Company may be accessed by someone other than the recipient for system management and security purposes.
There are some CCTV systems operating within Cobus for the purpose of protecting Cobus staff, visitors and property. Cobus will only process personal data obtained by the CCTV system in a manner which ensures compliance with the legislation.
Procedure for review
This policy will be updated as necessary to reflect best practice or future amendments made to the General Data Protection Regulation (GDPR) May 2018 and Data Protection Act 1998.
Please follow this link to the ICO’s website www.ico.gov.uk which provides further detailed guidance on a range of topics including individuals’ rights, exemptions from the Act, dealing with subject access requests, how to handle requests from third parties for personal data to be disclosed etc. In particular, you may find it helpful to read the Guide to Data Protection which is available from the website.
*Please note: All telephone calls are recorded for quality and training purposes.