TERMS & CONDITIONS
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GENERAL TERMS AND CONDITIONS RELATING TO DESIGN, SUPPLY AND/OR INSTALLATION OF SIMULATOR RELATED PRODUCTS
Introduction:
The terms of our engagement and limits of liability between (1) You and your subsidiaries and associated companies ("you") and (2) Simbiotix Ltd, its subsidiaries, associated companies and successors ("us” or “the company"). Your agreement to these terms can be given by either confirming your agreement in an email or letter, through our online store at point of purchase or just by signing a transfer of ownership form and paying any associated invoice in full.
Please note that our terms contain provisions limiting our liability. These provisions are important and you should read them carefully.
Instructing Us:
The company will carry out work for you as instructed. We will take instructions from you personally and
anyone else nominated by you. For us to provide the best possible advice and service, we rely on you to
provide us with all relevant information, documents and instructions as soon as you can and to tell us of any relevant changes during the course of our retainer. We welcome feedback on how we are performing.
Conflicts:
We take conflicts or perceived conflicts of interest very seriously. The Company undertakes searches of its client database before accepting new clients and new instructions for this reason but, if you ever feel there
could be a conflict of interest, please let us know straight away. We will work with you to resolve any
conflict as quickly as possible. If we carry out work for you in relation to a speculative bid or tender, which
is unsuccessful, we reserve the right to act for the successful party provided there is no conflict of interest.
How our Charges are Calculated:
Where we can, we will agree a fixed fee with you for each assignment or stage of assignment but otherwise
we will generally provide you with an estimate and base our charges on (a) the time our staff (which
includes any agents or other third parties we use at our expense) spend on your matter, including meeting you or others; writing and receiving letters/e-mails; preparing; reading or considering documents; research;
preparatory work; travelling & subsistence; purchase of parts or additional products required to fulfil your order. If you are uncertain at any stage about the fees or costs of any particular matter we can provide more information.
Invoicing:
We will send you an invoice for a 50% deposit payment and another upon completion of the work. We may send our invoice to you electronically, rather than by post. Full payment is required prior to or, at the time of, installation and transfer of ownership.
Expenses and Third Parties:
We may incur expenses, often referred to as disbursements, when working on your matters which you are
responsible for paying. These include our own expenses such as travelling, subsistence or expenses we
incur with third parties. Where we instruct a third party on your behalf we will usually agree this with you
in advance. We are not acting as their agent or representative and you should satisfy yourself that they
meet your requirements. We will often ask you to send us funds on account to cover these expenses. By
agreeing to these terms you are consenting to us outsourcing services, such as metallic Laser cutting, where third parties, who will have signed confidentiality agreements with us, may see documents and other information relating to the work we do for you. Where we have to pay money to a third party on your behalf by a particular deadline, you must ensure that we have cleared funds by the day payment is due.
If you send us a cheque you must allow up to ten working days for the cheque to clear. For faster clearance payment should be made to us electronically by BACS, which we prefer, and we can give you details to enable you to do this. If we are not in possession of cleared funds then we will not be able to pay the money to the third party on your behalf which may put you in breach of contract or other obligations.
Fraud Prevention:
Please be aware of cyber crime. Simbiotix Ltd will NOT notify changes to our bank account details by email. If you receive any communications suggesting that the Company's bank account details have changed, you should contact the Company via the number on the Company's website or headed notepaper immediately to confirm the details before making payment. Please be aware that a phishing email may contain a fraudulent phone number for Simbiotix Ltd. Simbiotix Ltd will not take responsibility if you transfer money to an incorrect account.
Service Delivery and Complaints:
We are responsible for ensuring the work we do for you is handled properly and professionally. If you have
any concerns at any time, including any problems with the service provided please contact us.
Termination or Suspension of Work:
We hope that you will continue to work with our company for many years but if you decide to terminate
your instructions you should do so in writing. We will be entitled to keep your papers and documents until
you pay any outstanding fees and expenses. There are circumstances where we may stop acting for you.
We will do this only if we have a good reason. This would include being conflicted and non-payment of
our bills. If both parties decide that we should no longer work with each other, then you will pay our charges
(on a fixed fee matter on a pro rata basis) and expenses for the work we have done and for any other work
we are obliged to do after termination of the retainer on the terms of this engagement letter.
Data Protection:
We will only use your personal information as set out in our Privacy Notice, a copy of which is available on
request and also published on our website: https://www.simbiotix .co.uk/privacy-policy.
Intellectual Property Rights:
The terms of this are set within a separate non-disclosure agreement, which may have been pre-signed by
both parties prior to any work commencing. If this has not been signed and is required, please notify us
immediately.
Access to our Services:
We are committed to compliance with the Equality Act 2010. In particular, should you have any difficulty
accessing our services as a result of any disability, you should let us know so that we can explore how that
difficulty may be overcome.
Our Liability in Connection with your Matters:
Save as expressly mentioned in these terms, it is not intended by the parties to this agreement that any
term which may be construed as conferring a benefit on any person who is not a party to this agreement
should be enforceable by such party, whether under the provisions of the Contracts (Rights Of Third Parties)
Act 1999 or otherwise. Unless we agree otherwise expressly and in writing, signed by a Member, no other
party may rely on our advice. The granting of such agreement may be subject to payment of an additional
fee. If, arising out of our retainer, a third party makes a claim against the company or we are joined in any
proceedings you agree to indemnify the company against any loss or damage (including all reasonable
costs and expenses) which we may suffer in connection with any such claim or proceedings unless the
losses arise from (a) our professional negligence, breach of contract or breach of duty to you or from (b)
allegations of the same.
1. Your agreement is solely with Simbiotix Ltd, operating as a limited company and no
Member, consultant or employee assumes or will assume personal liability for the conduct of
the work you instruct us to carry out. To the extent permitted by law, no Member, consultant
or employee of Simbiotix Ltd shall have any personal liability. You and us intend that this
clause is for the benefit of, and shall be enforceable by, the Members, consultants and
employees under the Contracts (Rights of Third Parties) Act 1999.
We shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or
otherwise, for any loss of profit, loss of business opportunity, loss of anticipated savings, loss of goodwill,
or any indirect or consequential loss arising under or in connection with any contract between us; and
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Our total liability to you for all other losses arising under or in connection with any contract between us,
whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to
the total sums paid by you for products under such contract.
We will not be liable for any delays or failures in performance or breach of contract due to events or
circumstances beyond our reasonable control, including acts of God, war, acts by governments and
regulators, acts of terrorism, strikes, pandemic, accident, fire, flood or storm or civil disturbance.
Our simulator products are designed and built for home use in a personal entertainment capacity. If you require simulator products to be used in a commercial capacity then appropriate licensing will be your responsibility.
You release Simbiotix Ltd, its associated partners, its employees, its agents and its independent
contractors from any liability for, and shall indemnify and hold them harmless from and against, any and
all losses, costs, damages, claims or expenses of whatever nature and regardless how caused arising out
of or attributable to simulator usage and/or consultancy services.
Simulator design/build and/or other services include the use of data and equipment, such as software,
navigation data, customer options and cockpit layouts, which differ from actual data and systems when
operating / flying actual aircraft (i.e. other than in simulator situations). You ensure that you understand
and accept the foregoing and Simbiotix Ltd. shall in no event be liable in relation thereto.
Email:
Unless you notify us otherwise, you agree that we may communicate with you and send our invoices to
you by e-mail. If we communicate by e-mail you accept that e-mail is not a secure form of communication
and the contents of an e-mail could be intercepted and read by a third party. Simbiotix Ltd can use any
additional, secure data transfer methods proposed by you, if necessary.
Members:
No Partners or Members of Simbiotix Ltd have joint and several personal liability to you or others.
Warranty:
Our warranty. We warrant that on delivery the product shall:
Conform in all material respects with your specification and/or supplied drawings; and
Be free from material defects in design, material and workmanship, which may adversely affect the
functionality of the supplied product.
All parts, except those otherwise stated are covered against failure for 3 months from the date of
delivery/transfer of ownership. This warranty is non-transferable and applies only to you, as the buyer.
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-If there’s a problem.
You shall give notice in writing to us within three days of delivery (not including weekends or bank
holidays) that a product (or part of it) does not comply with our warranty policy.
You give us a reasonable opportunity of examining such product (or part); and
You (if asked to do so by us) return such product (or part) to our place of business at your cost,
We shall, at our option, repair or replace the defective product (or part).
-Exclusions to our warranty.
We shall not be liable for the product’s failure to comply with our warranty policy in any of the following
events:
You make any further use of such product after giving notice that a part does not comply with our
warranty policy;
The defect arises as a result of us following any drawing, design or specification supplied by you
You alter, reconfigure or repair such product without our written consent; or
The defect arises as a result of fair wear and tear, wilful damage, negligence, abnormal storage or
working conditions.
The defect arises during/following movement/transportation of equipment once the simulator has left our premises.
The defect arises following software updates or changes to the system configuration once the simulator has left our premises.
-Further exclusions.
We make no warranty or representation that the products will: meet your requirements, be fit for any
particular purpose or be of satisfactory quality other than as set out above.
The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of
Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the contract.
Warranty for repaired or replacement products. These terms shall apply to any repaired or replacement
products supplied by us.
Returns Policy:
- Returns by Consumer
If you are purchasing as a Consumer, then you have certain statutory rights which gives you rights to change your mind and to have goods replaced or repaired free of charge for a limited period. No part of these Terms & Conditions is intended to adversely affect any of your statutory rights. If there is any conflict between your statutory rights and any term of these Terms & Conditions then the term in these Terms & Conditions will be deemed to apply only to persons who are dealing as a business and not as a consumer. A non-exhaustive summary of the most important rights are set out below.
If you ordered Goods via the Website or by telephone without first physically inspecting them then you have the right to change your mind and cancel the Contract for up to 14 days from the date of delivery by the Carrier. In such a case you may still be liable for: (i) the costs of any Services provided to you up to the date of cancellation; and (ii) the costs of collection and return by a Carrier. Your right to cancel may not apply to Bespoke Goods or Services. If you decide to cancel your order you must notify us by emailing us at hello@simbiotix.co.uk.
You have the right to return Goods that are proven to be defective or have malfunctioned at no cost to you for up to 30 days from the date of delivery by the Carrier.
We are not obliged to accept returns or exchanges of Bespoke Goods.
- Returns by Commercial and International Customers
If you receive Goods which do not match those that you ordered or are defective you should contact us via email within seven days of the date of delivery by the Carrier to arrange collection and return at your cost. You will be given the option to have the Goods replaced with those ordered (if available) or to be refunded through the payment method used by you when purchasing the Goods. Refunds and replacements will be issued upon our receipt of the returned Goods.
If you incorrectly selected Goods we may, at our discretion, offer to replace such Goods with the Goods you intended to order, but we may charge administration costs and a re-stocking charge and you will have to pay the additional transportation costs (together with all relevant taxes and duties).
Returned Goods must be received by us in the same condition as they were when delivered, together with all accompanying packaging and documentation.
You are entitled to return any third-party Goods within seven days of date of delivery by the Carrier provided that (i) they do not form an integral part of a System; (ii) you pay all return shipping costs (together with all applicable import duties and taxes) and (iii) the Goods are unopened and in resalable condition.
We are not obliged to accept returns or exchanges of Bespoke Goods. This includes custom made simulators built to customers specifications and/or description.
Your rights to return Goods under this clause are subject to our reasonable discretion and we may decline to accept a return or issue a refund where Goods: (i) have been subjected to abnormal environmental factors including mains power transients or dropouts, electromagnetic interference, extreme humidity or temperature, excessive vibration or electro-static damage; (ii) are damaged by chemical corrosion or water; or (iii) were sold at a discount. In such circumstances we can require you to pay for our investigations and any repairs required as a condition of the return.
Shipping And Handling:
Shipping and handling costs will be added to the cost of the Goods unless otherwise indicated on our order confirmation.
The estimated dispatch date for all Goods marked as "Available Now" on the Website is 10 working days from the date of our order confirmation unless otherwise expressly stated or agreed in writing by us. Should the number of days listed on our checkout page differ from the standard 10 working days specified in these Terms and Conditions then the days listed on our website will supersede the number specified here.
We will notify you by email when your goods are ready for consignment to the Carrier (or alternatively if the original dispatch target estimate may be exceeded). All delivery dates that we notify to you are estimates only and time is not (and cannot be made by you to be) of the essence of the contract for the supply of Goods or services by us to you. We are not liable for any losses, costs, damages or expenses you may incur arising directly or indirectly out of the failure to meet any estimated delivery date.
You should use best efforts to be available to receive and sign for Goods on the date that either we or the Carrier notifies you that they will be delivered to you. If the Carrier attempts to deliver Goods but is unable to do so then the Carrier will make two further attempts. If, despite making a second and third attempt, the Carrier is still unable to deliver the Goods, the Carrier will leave a card with a reference telephone number for you to call to arrange delivery at a time that is convenient to you. If you are unable to take successful delivery within 14 days of the first delivery attempt, then the Goods will be returned to us and the shipping cost will be charged to you. Once the item is returned to us you will need to pay an additional shipping fee before we will dispatch the item to you again.
You must inspect the Goods for any obvious damage that may have occurred in transit at the time of delivery and note any apparent damage on the Carrier's delivery form or mobile device. You should also ensure that you power up the Goods and check that they are working as soon as possible after delivery and in any event within 48 hours. We are not liable for damage caused in transit, but we will make reasonable efforts to claim for the cost of the Goods and all associated costs from the Carrier. Any failure by you to notify any damage within the 48-hour period above may compromise our ability to recover such costs from the Carrier's insurer.
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Delivery Schedule:
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We will make every effort to complete the work on time (or, if no date has been agreed, within a reasonable time from the date of your order) but we cannot be held responsible for delays due to weather or other circumstances beyond our control (including any pandemic related restrictions and the impact of Brexit on our suppliers). In this case we will complete the work as soon as is reasonably possible.
A bespoke or customised order cannot be changed or cancelled once your deposit has been paid. This is your agreement and commitment to the order. The deposit will not be refunded if you choose to cancel your order once it has been confirmed and production is underway.
Governing Law:
The engagement is governed by English Law. Any dispute between us (other than the enforcement of any
judgment obtained in England and Wales) may be submitted only to the exclusive jurisdiction of Courts
within England and Wales. Our address for service is Rowan House, North Lane, East Preston,BN16 1HD. We do not accept service by fax or any electronic means.
Conclusion:
If you have any questions about our general terms and conditions, please let us know and we will be happy
to answer them. We value your instructions and want to provide you with quality service efficiently and
effectively. You can agree these terms by emailing us with your acceptance or just by continuing to instruct us or, if you prefer, by signing and dating below and returning a copy to us.