GCELL BEACON DEVICE SUPPLY TERMS AND CONDITIONS
These Terms will apply to any contract between us for the sale of Devices to you (“ Contract“). Please read these Terms carefully and make sure that you understand them, before ordering any Devices from our site. Please note that before placing an order you will be asked to agree to these Terms. If you refuse to accept these Terms, you will not be able to order any Devices from our site.
You should print a copy of these Terms or save them to your computer for future reference.
We amend these Terms from time to time as set out in clause 9. Every time you wish to order Devices, please check these Terms to ensure you understand the terms which will apply at that time.
These Terms, and any Contract between us, are only available in the English language.
- INFORMATION ABOUT US
- About us
We operate the website https://ibeacon.solar. We are G24 Power Limited, a company registered in England and Wales under company number 08291461 and with our registered office and main trading address at South Lake Drive, Imperial Park, Newport NP10 8AS. Our VAT number is GB156947859.
- Contacting us if you are a consumer:
- If you wish to contact us, for any reason, you can contact us by telephoning our customer service team at +44 (0)1633 654 200 or by e-mailing us at firstname.lastname@example.org.
- If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your order.
- Contacting us if you are a business.
You may contact us by telephoning our customer service team at +44 (0)1633 654 200 or by e-mailing us at email@example.com. If you wish to give us formal notice of any matter in accordance with these Terms, please see clause 19.
- About us
- OUR DEVICES
The images of the Devices on our site are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer’s display of the colours accurately reflect the colour of the Devices. Your Devices may vary slightly from those images.
- USE OF OUR SITE
- HOW WE USE YOUR PERSONAL INFORMATION
- IF YOU ARE A CONSUMER
This clause 5 only applies if you are a consumer.
If you are a consumer, you may only purchase Devices from our site if you are at least 18 years old.
- IF YOU ARE A BUSINESS CUSTOMER
This clause 6 only applies if you are a business.
- If you are not a consumer, you confirm that you have authority to bind any business on whose behalf you use our site to purchase Devices.
- These Terms and any document expressly referred to in them constitute the entire agreement between you and us and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.
- You acknowledge that in entering into this Contract you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms or any document expressly referred to in them.
- You and we agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
- HOW THE CONTRACT IS FORMED BETWEEN YOU AND US
- Our order pages will guide you through the steps you need to take to place a sales order (“SO“) with us for Devices. Each SO shall include details of the Device type, quantities of Devices required and your shipping address. Please take the time to read and check your order at each page of the order process.
- After you place a SO, you will receive an e-mail from us acknowledging that we have received your order. However, please note that this does not mean that your order has been accepted. Our acceptance of your order (“Acceptance Notice“) will take place as described in clause 7.3.
- We will confirm our acceptance to you by sending you an Acceptance Notice e-mail that confirms that the SO has been accepted and we will begin processing your SO. The Contract between us will only be formed when we send you the Acceptance Notice.
- If we are unable to supply you with a Device, for example because that Device is not in stock or is no longer available or because we cannot meet your requested delivery date, we will inform you of this by e-mail and we will not process your order. If you have already paid for the Devices, we will refund you the full amount including any delivery costs charged as soon as possible.
- Notwithstanding the foregoing, we shall have the right to cancel the Contract and/or hold any and/or all orders placed by you and any and/or all shipments of Devices, regardless of any prior confirmation or acceptance by us, if:-
- you are or become insolvent;
- you make an assignment for the benefit of creditors, or a receiver is appointed to take charge of all or any part of your assets or business;
- you are the subject of a bankruptcy or reorganisation proceeding, whether voluntary or involuntary; or
- you fail to timely perform any of your obligations under the Contract and such failure is not cured within ten (10) days of us giving to you written notice of such failure.
- YOUR OBLIGATIONS
- You hereby represent and warrant to us that any Devices being supplied to you hereunder will be used by you solely for your own use and not for resale and you agree that on reasonable advance notice from us, you will provide an independent third party auditor, selected by us, with access to all information, processes, procedures and protocols related to your compliance with this Contract.
- You agree that if you use a Device, we may use data transmitted by the Device for our business purposes.
- You are permitted to use and display the Devices provided that you reference them as “GCell Beacons”. The foregoing restrictions shall not prohibit you from distributing Devices to your contractor(s), provided that such contractor shall only use the Devices as permitted herein. You acknowledge that the Devices are currently only authorised for distribution to the countries in which the Devices are certified for distribution. We provide notice for which countries the Devices are authorised to be distributed.
- OUR RIGHT TO VARY THESE TERMS
- We amend these Terms from time to time. Please look at the top of this page to see when these Terms were last updated and which Terms were changed.
- Every time you order Devices from us, the Terms in force at the time of your order will apply to the Contract between you and us.
- YOUR CONSUMER RIGHT OF RETURN AND REFUND
This clause 10 only applies if you are a consumer.
- If you are a consumer, you have a legal right to cancel a Contract under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 during the period set out below in clause 10.3. This means that during the relevant period if you change your mind or decide for any other reason that you do not want to receive or keep a Device, you can notify us of your decision to cancel the Contract and receive a refund. Advice about your legal right to cancel the Contract is available from your local Citizens’ Advice Bureau or Trading Standards office.
- However, this cancellation right does not apply in the case of:
- sealed audio or sealed video recordings or sealed computer software, once these Devices are unsealed after you receive them; and
- any Devices which become mixed inseparably with other items after their delivery.
- Your legal right to cancel a Contract starts from the date of the Acceptance Notice (the date on which we e-mail you to confirm our acceptance of your order), which is when the Contract between us is formed. Your deadline for cancelling the Contract then depends on what you have ordered and how it is delivered, as set out in the table below:
- To cancel a Contract, you just need to let us know that you have decided to cancel. The easiest way to do this is to complete the cancellation form https://ibeacon.solar/refunds on our site. If you use this method we will e-mail you to confirm we have received your cancellation.
- You can also e-mail us at firstname.lastname@example.org or contact our Customer Services team by telephone on +44 (0)1633 654 200 or by post to G24 Power Limited, South Lake Drive, Imperial Park, Newport, NP10 8AS United Kingdom. If you are e-mailing us or writing to us please include details of your order to help us to identify it. If you send us your cancellation notice by e-mail or by post, then your cancellation is effective from the date you send us the e-mail or post the letter to us. For example, you will have given us notice in time as long as you get your letter into the last post on the last day of the cancellation period or e-mail us before midnight on that day.
- If you cancel your Contract we will:
- refund you the price you paid for the Devices. However, please note we are permitted by law to reduce your refund to reflect any reduction in the value of the goods, if this has been caused by your handling them in a way which would not be permitted at our premises. If we refund you the price paid before we are able to inspect the goods and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount;
- refund any delivery costs you have paid, although, as permitted by law, the maximum refund will be the costs of delivery by the least expensive delivery method we offer (provided that this is a common and generally acceptable method). For example, if we offer delivery of a Device within 3-5 days at one cost but you choose to have the Device delivered within 24 hours at a higher cost, then we will only refund what you would have paid for the cheaper delivery option;
- make any refunds due to you as soon as possible and in any event within the deadlines indicated below:
- if you have received the Device and we have not offered to collect it from you: 14 days after the day on which we receive the Device back from you or, if earlier, the day on which you provide us with evidence that you have sent the Device back to us; or
- if you have not received the Device or you have received it and we have offered to collect it from you: 14 days after you inform us of your decision to cancel the Contract.
- If you have returned the Devices to us under this clause 10 because they are faulty or mis-described, we will refund the price of the Devices in full, together with any applicable delivery charges, and any reasonable costs you incur in returning the item to us.
- We will refund you on the credit card or debit card used by you to pay. If you used vouchers to pay for the Device we may refund you in vouchers.
- If a Device has been delivered to you before you decide to cancel your Contract:
- then you must return it to us without undue delay and in any event not later than 14 days after the day on which you let us know that you wish to cancel the Contract;
- unless the Device is faulty or not as described (in this case, see clause 10.7), you will be responsible for the cost of returning the Devices to us. If the Device is one which cannot be returned by post, we estimate that if you use the carrier which delivered the Device to you, these costs should not exceed the sums we charged you for delivery. If we have offered to collect the Device from you, we will charge you the direct cost to us of collection.
- Because you are a consumer, we are under a legal duty to supply Devices that are in conformity with this Contract. As a consumer, you have legal rights in relation to Devices that are faulty or not as described. These legal rights are not affected by your right of return and refund in this clause 10 or anything else in these Terms. Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office.
|Your Contract||End of the cancellation period|
|Your Contract is for a single Device (which is not delivered in instalments on separate days).||The end date is the end of 14 days after the day on which you receive the Device.
Example: if we provide you with an Acceptance Notice on 1 January and you receive the Device on 10 January you may cancel at any time between 1 January and the end of the day on 24 January.
|Your Contract is for either of the following:
one Device which is delivered in instalments on separate days.
multiple Devices which are delivered on separate days.
|The end date is 14 days after the day on which you receive the last instalment of the Device or the last of the separate Devices ordered.
Example: if we provide you with an Acceptance Notice on 1 January and you receive the first instalment of your Device or the first of your separate Devices on 10 January and the last instalment or last separate Device on 15 January you may cancel in respect of all instalments and any or all of the separate Devices at any time between 1 January and the end of the day on 29 January.
- We will contact you with an estimated delivery date. Occasionally our delivery to you may be affected by an Event Outside Our Control. See clause 18 for our responsibilities when this happens.
- Delivery of an Order shall be completed when we deliver the Devices to the address you gave us (“the Delivery Point“) and title and risk in the Devices will be your responsibility from that time.
- You shall inspect and either accept or reject all Devices within one (1) business day after delivery of the Devices to the Delivery Point. If You fail to effectively reject any Devices in a written document delivered to us within one business day you shall be deemed conclusively to have accepted the Devices delivered.
- You must comply with all applicable laws and regulations of the country for which the Devices are destined. We will not be liable or responsible if you break any such law.
- This clause 11.5 only applies if you are a consumer.
If we miss the delivery deadline for any Devices then you may cancel your SO straight away if any of the following apply:
- we have refused to deliver the Devices;
- delivery within the delivery deadline was essential (taking into account all the relevant circumstances); or
- you told us before we accepted your order that delivery within the delivery deadline was essential.
- If you do not wish to cancel your order straight away, or do not have the right to do so under clause 11.5, you can give us a new deadline for delivery, which must be reasonable, and you can cancel your SO if we do not meet the new deadline.
- If you do choose to cancel your SO for late delivery under clause 11.6 or clause 11.4 you can do so for just some of the Devices or all of them, unless splitting them up would significantly reduce their value. If the Devices have been delivered to you, you will have to return them to us or allow us to collect them, and we will pay the costs of this. After you cancel your Order we will refund any sums you have paid to us for the cancelled Devices and their delivery.
- INTERNATIONAL DELIVERY
- If you order Devices from our site for delivery outside of the United Kingdom, your order may be subject to import duties, taxes and other official charges which are applied when the delivery reaches that destination. Please note that we have no control over these charges and we cannot predict their amount.
- You will be responsible for payment of any import duties, taxes and other official charges payable upon importation of the Devices as well as any and all costs and risks of carrying out customs formalities and you will reimburse us to the extent that we pay any such import duties, taxes and other official charges in relation to the Device(s) that we are delivering to you. Please contact your local customs office for further information before placing your order for further information on applicable rates and charges.
- You are responsible for:-
- obtaining at your own risk and expense any import license or other official authorisation for the importation of your Devices at your destination; and
- customs clearance at your destination.
- INTELLECTUAL PROPERTY AND PRODUCT SOFTWARE
- Devices sold to you hereunder may contain software or firmware (“Firmware“).
- We hereby reserve the right to provide or otherwise make available, at our discretion, additional software to you from time to time related to the Device. Except as otherwise expressly provided herein, any additional software that we provide to you by express reference to this Contract (collectively, “Additional Software“) and any Firmware (Additional Software and Firmware, collectively, “Device Software“) will be considered to be part of the Device and subject to all terms and conditions of this Contract; provided that nothing herein shall be construed as the sale of any Device Software to you.
- Subject to and conditioned upon your compliance with the terms and conditions set forth in these Terms, we hereby grant to you a personal, non-exclusive, non-transferable, revocable, license to use the Device Software solely in conjunction with the Devices for the duration of the useful life of such Devices.
- You shall not, without our prior written consent:-
- alter, modify, translate, reverse engineer, or adapt the Devices or any Device Software or create any derivative works based thereon; (ii) copy any Device Software;
- assign, sublicense or otherwise transfer the Device Software in whole or in part;
- use the Device or the Device Software except as specifically contemplated in this Contract; or
- disclose the Device Software to any third party.
- All Intellectual Property Rights in the Devices and the Device Software belong to us. Nothing in this Contract shall effect the transfer of any Intellectual Property Rights in the Devices or Device Software to you.
- For this purposes of this Contract, “Intellectual Property Rights” shall mean patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
- You shall indemnify, defend, and hold harmless us and our affiliates against any and all losses, claims, damages, injuries and expenses (including attorneys’ fees) arising out of or related to your (including your employees, affiliates and independent contractors), misuse and/or modification of the Devices or the Device Software, or any of your affiliates use of any Device or any Device Software in combination with any other items, whether or not furnished by us or any of our affiliates, unless such use is the necessary, inherent and/or intended use of the Device.
- You acknowledge that the Device Software, all technical documentation delivered to you by us hereunder, and all other information relating to the design, development, configuration, use, installation, operation and maintenance of the Devices (unless disclosed publically by us) is confidential and for the purpose of this clause 14 shall be referred to as “Confidential Information“.
- You undertake that you shall not at any time, disclose to any person any Confidential Information except as permitted by clause 14.3.
- You may disclose the Confidential Information:
- to your employees, officers, representatives or advisers who need to know such information for the purposes of exercising your rights or carrying out your obligations under or in connection with this Contract. You shall procure that your employees, officers, representatives or advisers to whom you disclose the Confidential information comply with the obligations set out in this clause 14 as if they were a party to this Contract; and
- as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
- You shall not use the Confidential Information for any purpose other than to exercise your rights and perform its obligations under or in connection with this Contract.
- PRICE OF DEVICES AND DELIVERY CHARGES
- The prices of the Devices will be as quoted on our site at the time you submit your order or as otherwise mutually agreed between you and us in writing.
- Prices for our Devices may change from time to time, but changes will not affect any order you have already placed.
- The price of a Device includes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Devices in full before the change in VAT takes effect.
- The price of a Device does not include delivery charges. Our delivery charges are as advised to you during the check-out process, before you confirm your order.
- Unless other payment and credit terms are specifically agreed in advance in writing with us with respect to each SO. accepted by us, you shall render payment in sterling in full to us via card payment on our site or by way of payment made directly to our bank account in accordance with the instructions below within five (5) days of the date of the Acceptance Notice:-
Account Number: 53474887
Ref: G24 Power Limited
Barclays Bank, 1 Churchill Place, London, E14 5HP
Sort Code: 201815
IBAN: GB52 BARC 2018 1553 4748 87
- If for any reason whatsoever a payment is not timely made, we reserve the right to discontinue all support and suspend the delivery of the Device until such past due amounts are paid in full by you.
- Regardless of what payment terms apply to any SO, you shall pay to us a late charge on any past due amounts at the rate of one and one-half percent (1.5%) per month or part thereof or the maximum amount permitted by law, whichever is less.
- You hereby agree to make all payments when due and you shall have no right of set-off.
- OUR WARRANTY FOR THE PRODUCTS
- We warrant that the Device shall comply in all material respects with the specification for that Device as provided for on our site on the date of the SO or as notified to you by us prior to delivery of the Device the subject of the SO.
- The warranty in clause 16.1 does not apply to any defect in the Devices arising from:
- fair wear and tear;
- wilful damage, abnormal storage or working conditions, accident, negligence by you or by any third party;
- if you fail to operate or use the Devices in accordance with the user instructions;
- any alteration or repair by you or by a third party who is not one of our authorised repairers; or
- any specification provided by you.
- Except as expressly stated in these Terms, we do not give any representation, warranties or undertakings in relation to the Devices. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular:-
- we will not be responsible for ensuring that the Devices are suitable for your purposes; and
- we do not warrant:-
- that the operation of the Device will be uninterrupted or error-free; or
- the battery life of any Device.
- No G24 reseller, agent, partner, affiliate or employee is authorised to make any modification, extension, or addition to the warranty at clause 16.1.
- OUR LIABILITY
- Nothing in these Terms limits or excludes our liability for:
- death or personal injury caused by our negligence;
- fraud or fraudulent misrepresentation;
- breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
- defective products under the Consumer Protection Act 1987.
- Subject to clause 17.1, we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
- any loss of profits, sales, business, or revenue;
- loss or corruption of data, information or software;
- loss of business opportunity;
- loss of anticipated savings;
- loss of goodwill; or
- any indirect or consequential loss.
- Subject to clause 17.1, our total liability to you in respect of all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 100% of the price of the Device ordered under the SO to which the claim relates.
- Nothing in these Terms limits or excludes our liability for:
- EVENTS OUTSIDE OUR CONTROL
- We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in clause 18.2.
- An “Event Outside Our Control” means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
- If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract:
- we will contact you as soon as reasonably possible to notify you; and
- our obligations under a Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Devices to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
- COMMUNICATIONS BETWEEN US
- When we refer, in these Terms, to “in writing”, this will include e-mail.
- If you are a consumer you may contact us as described in clause 1.2.
- If you are a business:
- any notice or other communication given by you to us, or by us to you, under or in connection with the Contract shall be in writing and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service or e-mail;
- a notice or other communication shall be deemed to have been received: if delivered personally, when left at our registered office; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second business day after posting or if sent by e-mail, one business day after transmission.
- In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
- The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
- DATA PROTECTION
- In this clause the following definitions shall apply:
“Data Processor” shall have the same meaning as set out in the Data Protection Act 1998;
“Data Protection Legislation” the Data Protection Act 1998, the EU Data Protection Directive 95/46/EC, the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699), the Electronic Communications Data Protection Directive 2002/58/EC, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and all applicable laws and regulations relating to processing of personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner; and
“Personal Data” shall have the same meaning as set out in the Data Protection Act 1998.
- The parties shall comply with any notification requirements under the Data Protection Legislation and will duly observe all their obligations under the Data Protection Legislation, which arise in connection with the agreement.
- Notwithstanding the general obligation in clause 20.2, where either party is processing Personal Data as a Data Processor (“Processing Party“) for the other, the Processing Party shall ensure that it has in place appropriate technical and contractual measures to ensure the security of the Personal Data (and to guard against unauthorised or unlawful processing of the Personal Data and against accidental loss or destruction of, or damage to, the Personal Data), as required under the Seventh Data Protection Principle in Schedule 1 to the Data Protection Act 1998; and
- provide the other party with such information as the other party may reasonably require to satisfy itself that the Processing Party is complying with its obligations under the Data Protection Legislation;
- promptly notify the other party of any breach of the security measures required to be put in place pursuant to clauses 17.2 and 17.3; and
- ensure it does not knowingly or negligently do or omit to do anything which places the other party in breach of its obligations under the Data Protection Legislation.
- In this clause the following definitions shall apply:
- OTHER IMPORTANT TERMS
- We may transfer our rights and obligations under a Contract to another organisation, but this will not affect your rights or our obligations under these Terms
- You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
- This Contract is between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
- Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
- If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
- Any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
- We both irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with a Contract or its subject matter or formation (including non-contractual disputes or claims).
Effective Date: 16 MARCH, 2016