Rascular Technology Limited (“Rascular”) Terms and Conditions for the Sale of Products and Services
These Terms and Conditions shall apply to the purchase of the Products listed in our electronic shop on our Website https://www.rascular.com by you (“Buyer”) from Rascular Technology Limited a company registered in England and Wales under number 4318718 whose registered office is: C/O DRE & CO, Number 5 The Business Quarter, Ludlow, Shropshire, SY8 1FD, United Kingdom (“Seller”). Please read these terms and conditions carefully before purchasing any Products from our website. You should understand that by purchasing any of our Products, you agree to be bound by these terms and conditions. No other terms and conditions shall apply to the sale of the Products.
2.1 A “Business Day” means any day other than a Saturday, Sunday or United Kingdom bank holiday.
2.2 “Products” means computer software supplied by the Seller.
2.3 “Website” means the company website at https://www.rascular.com.
2.4 “Purchase” means payment via Sellers Website by:
(a) credit/debit card or
(b) request to pay by direct bank transfer.
2.5 The headings in these Terms and Conditions are for convenience only and shall not affect their interpretation.
2.6 Words imparting the singular number shall include the plural and vice-versa.
3.1 The description of the Products are as set out in the Seller’s product information available from the Seller’s website. In purchasing the Products Buyer acknowledges that it does not rely on any other representations regarding the Products save for those made in writing by the Seller. No descriptions of the Goods set out in the Seller’s product information shall be binding on the Seller and are intended as a guide only.
3.2 The Seller reserves the right to make any changes in the specification of the Products which are required to conform to any applicable safety or other statutory or regulatory requirements.
3.3 The Sellers Website contains links to third-party websites that are not under the control of the Seller. The Seller makes no claim, does not endorse, accepts no responsibility regarding the content, quality or nature of these sites. These links are provided solely for the Buyers convenience.
4.1 The price (“Price”) of the Products shall be that set on the Seller’s Website at the date of the Buyer’s purchase.
4.2 Prices are in pound sterling GBP (£) and exclude VAT.
4.3 If the cost of the Products to the Seller increases due to any factor beyond the Seller’s control including, but not limited to, material costs, labour costs, alteration of exchange rates or duties, or changes to delivery rates, the Seller reserves the right to increase the Price prior to delivery.
4.4 Any increase in the Price under sub-Clause 4.2 shall only take place upon the Seller informing the Buyer of the increase in writing.
4.5 The Price is exclusive of fees for transportation / delivery.
4.6 The Price is exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
5. Pricing and Basis of Sale
5.1 Details of the Products in sub-Clause 3.1 are subject to alteration without notice and do not constitute contractual offers to sell the Products which are capable of acceptance.
5.2 The Seller is not obliged to accept a Purchase from the Buyer where the sale will break statutory or regulatory requirements.
5.3 Subject to sub-Clause 5.2 and payment having been made in full, the Seller agrees to enter into a contract for the sale of the Products.
5.4 In respect of Product where the proprietary rights are vested in the Seller only a non-exclusive, non-transferable licence for the purpose for which the Product is being made available to the Buyer is deemed to be granted by the Seller and only then on condition that the Buyer fulfils all of their relevant obligations under these Terms and Conditions.
5.5 All Intellectual Property Rights in the Products supplied by the Seller will remain the property of the Seller and the Buyer agrees to be bound by the End User Licence Agreement (EULA) supplied with the Products.
6.1 Following the Buyer’s Purchase subject to sub-clause 2.4(b), the Seller will issue an invoice for the purchase price and the Buyer shall pay the invoice within 3 days of the Purchase.
6.2 Payment must be made by the Buyer notwithstanding that delivery may not have taken place and / or that the title in the Product has not passed to the Buyer.
6.3 If the Buyer fails to make payment within the period in sub-Clause 6.1, the Seller may at the Seller’s discretion cancel the Purchase and issue a credit note to the Buyer less a service charge of 15% of the Purchase price.
6.4 Time for payment shall be of the essence of the Contract between the Seller and the Buyer.
6.5 All payments must be made in pound sterling GBP (£) unless otherwise agreed in writing between the Seller and the Buyer.
6.6 Payment methods accepted are credit cards – MasterCard, Visa, Discover, Maestro and American Express. Direct Bank Transfer.
7.1 The Seller shall arrange for the delivery of the Products electronically as soon as reasonably possible to the email address specified at the time of Purchase.
7.2 If the Seller fails to deliver the Products, other than for reasons beyond its control, the Buyer may give written notice to the Seller within 7 days after the Purchase date requiring the Seller to deliver the Products within 7 days of that notice.
8. Acceptance and our refunds policy
8.1 The Buyer shall be under a duty to inspect the Products on delivery and shall be deemed to have accepted the Products unless the Buyer notifies the Seller in writing within 7 business days of delivery that the products have been rejected.
8.2 If the Buyer identifies any shortages it must inform the Seller in writing within 5 Business days of delivery, providing details of the shortage. The Seller shall be under no liability if the Buyer fails to provide such notice.
8.3 Subject to the Buyer’s compliance with this Clause 8 and the Seller’s agreement with any shortages, the Seller shall make good any shortages within a reasonable time.
8.4 The Seller shall be under no liability for and shall not indemnify the Buyer against any matters arising from shortages.
8.5 If the Product is rejected by the Buyer subject to clause 8.1 for reason of defect and the Seller agrees that there is a defect present then, subject to the agreement of the Seller and on confirmation in writing from the Buyer that all software and licences have been deleted from the Buyers systems and that no copies whatsoever have been made or kept the Seller will issue a refund to the Buyer’s credit card or bank dependent upon how the original transaction was made. The refund will be made within 30 days of the date the Seller agrees the refund.
9.1 Products may not be returned without the prior written agreement of the Seller.
9.2 The Seller shall only accept returned Products if it is satisfied that those Products are defective and that such defects were apparent on inspection.
9.3 The Seller shall not be liable for defects arising out of normal wear and tear, the Buyer’s failure to follow any instructions given by the Seller, misuse or alteration of the Products, negligence, wilful damage or any other act of the Buyer, its employees, agents or any other third party.
10. Risk and Title
10.1 Risk of damage to or loss of the Products shall pass to the Buyer either when the Products are delivered to the Buyer.
10.2 Legal and beneficial title in the Products shall not pass to the Buyer until the Seller has received, in cash or cleared funds, payment in full of the Price.
10.3 The Buyer’s right to possession of the Products in which the Seller retains legal and beneficial title shall terminate if:
(a) the Buyer commits a material breach of its obligations under these Terms and Conditions;
(b) the Buyer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors;
(c) the Buyer enters into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
(d) the Buyer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertakings or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Buyer, notice of intention to appoint an administrator is given by the Buyer or any of its directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer.
11. Rights, Warranties and Liability
11.1 In respect of Products which is directly produced by the Seller, the only warranty given by the Seller to the Buyer is that the Seller shall in accordance with normally accepted professional standards make good as quickly as is reasonably possible and at its own expense any defects notified in writing to the Seller by the Buyer and agreed as a defect by the Seller which develops during a period of 90 days after delivery of the Product or performance of the Services.
11.2 The Seller does not warrant that the Products are free from minor errors not materially affecting performance. Such errors shall not be rectified in the absence of a prior written agreement to the contrary.
11.3 The undertaking given in this clause shall not apply if the Products are altered by any party other than the Seller or is operated or run on any platform or in any environment inappropriate for the Products.
11.4 The Seller shall not be liable for any loss or damages of any nature, direct or indirect, including any loss of profits or consequential damages suffered or incurred by the Buyer for whatever reason.
11.5 The exclusions of liability contained within this Clause 11 shall not exclude or limit the liability of the Seller:
(a) for death or personal injury caused by the Seller’s negligence;
(b) for any matter for which it would be illegal for the Seller to exclude or limit its liability; and
(c) for fraud or fraudulent misrepresentation.
12.1 All notices under these Terms and Conditions shall be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
12.2 Notices shall be deemed to have been duly given:
(a) when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
(b) when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
(c) on the fifth business day following mailing, if mailed by national ordinary mail; or
(d) on the tenth business day following mailing, if mailed by airmail.
12.3 All notices under these Terms and Conditions shall be addressed to the most recent address, email address or fax number notified to the other party.
13. Force Majeure
Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.
14. No Waiver
No waiver by the Seller of any breach of these Terms and Conditions by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
In the event that one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (which shall remain valid and enforceable).
16. Law and Jurisdiction
16.1 These Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
16.2 Any dispute, controversy, proceedings or claim between the Seller and the Buyer relating to these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.