Terms and Conditions

1. Introduction

1.1 These terms and conditions constitute the entire terms and conditions upon which Kanel provides the Service and upon which the Customer agrees to contract for the use of the Service.

1.2 This Agreement supersedes any written or oral representations, statements, understandings or agreements, except where specifically varied by written agreement by Kanel.

1.3 By placing an order for the Service, you, the Customer, confirm your acceptance of the terms of the Agreement.

1.4 In the event of any conflict between the Agreement and any other document, the Agreement shall prevail. Definitions In this Agreement:-

"Agreement" means these terms and conditions together with the Order Confirmation. "the Customer" and "You / Your" means the company, firm, person, persons, corporation or public authority identified in the Order Confirmation as contracting for the Service and includes their successors or personal representatives.

"the Order Confirmation" means the email or letter sent to the Customer by Kanel which sets out details of the Service to be provided, price, installation or completion date (if any) and such other specific contractual terms as may be appropriate.

"the Service" means provision of Satellite and Television Services including maintenance and support services more fully described in the Order Confirmation.

"the Service Commencement Date" shall be the date the Service is available as set out in the Order Confirmation.

"Service Charges" means the prices for the Service set out in the Order Confirmation.

"Kanel" or "we/our/us" means Kanel Installations Limited, a company registered in Scotland (company number SC290344) and with its registered office at, 1053 Cathcart Road, Mount Florida, Glasgow, G42 9AF.

"RF Distribution" means the presence on site of Audio Visual equipment, including ariel's, provides a quality picture.

"Sign off" means the written confirmation by the Customer of satisfactory installation. "Kanel equipment" means all viewing cards, cabling, boxes, remotes, dishes, all services supplied by Kanel to the customer.

"Writing" includes any written paper document, any fax and any email correspondence.

2. Service provision

2.1 Kanel will provide an Order Confirmation for all orders accepted but reserves the right to accept or reject any order.

2.2 Kanel will reserve the right to charge for additional work being carried out on the customer's premises payable on the day by cheque.

2.2 Kanel will use all reasonable endeavours to provide the Service as described in the Order Confirmation.

2.3 Kanel may at any time amend the Service for any reason including, but not limited to, technical, legal or business reasons.

2.4 Kanel offer both rental services (12 month contract) and the option for customers to purchase the Kanel equipment outright.

2.5 Kanel will cease to provide rental services at the end of the 12 month initial period unless otherwise agreed and instructed by the Customer 30 days before the end of such 12 month period, in which case we will automatically renew services for a further 12 months.

2.6 Kanel quotations are based on Customer information at the time of the order being placed. At the point of installation, Kanel reserves the right to charge for additional equipment or accessories required by the Customer not previously declared by the customer at the point of order placement.

3. Customer Obligations

3.1The Customer shall pay the charges for the Service in accordance with clauses 5 and 6 below.

3.2 The Customer is responsible for notifying Kanel as soon as reasonably possible in the event of any problem with the Service, together with such information as Kanel may request.

3.3 The Customer is responsible for providing a satisfactory level of cooperation and for providing all necessary information, documentation and access to enable Kanel to deliver a quality service including;

3.3.1 all relevant systems to enable Kanel to perform and deliver services including without prejudice to the foregoing generality the provision of TV (existing televisions) including remote controls and "RF distribution"; and

3.3.2 access to premises or 3rd party premises or relevant site to install or fix. (Included above)

3.3.3 "sign off" of installation and payment to the engineer on site following installation for work carried out including any additional work required.

3.3.4 cooperation as regards pre-checking all Kanel equipment during fault reporting and Kanel's delivery of maintenance support services.

3.3.5 courtesy at all times, as Kanel will not accept bad language or verbal abuse from customers.

3.4 The customer cannot withhold payment for any reason including broadcasting problems or fault with Kanel equipment.

3.5 The Customer is responsible for the performance of all third party contractors or suppliers including the provision of all necessary cooperation and access to information required for provision of the Service. Kanel will cooperate with suppliers of such services but shall not be responsible for their performance.

3.6 If delivery of the Service is impeded or delayed by the Customer, his contractors or third parties so as to change the scope or duration of the Services, Kanel shall advise the Customer of the effects including any increase in the Service charges and the Agreement shall be modified to reflect such changes.

3.7 The Customer will be responsible for obtaining and holding all consents, licences, permits and other similar instruments applicable to allowing access for Kanel to deliver Services, including risk assessment, method statements and complying with health and safety legislation and all other legal requirements.

3.8 The Customer will not request or permit anyone other than Kanel to modify or interfere with the services provided unless this has been agreed and is stated in the Order Confirmation.

3.9 Kanel must be kept informed of any person or persons or company that tampers with services that may affect the Services provided.

3.10 Without prejudice to its rights in terms of Clause 9 hereof, Kanel is entitled to suspend or terminate the Customer's use of the Service if the Customer fails to comply with any of its obligations under this clause 3.

3.11 In the event that the Customer becomes insolvent or bankrupt, Kanel reserves the right to retain and collect the Kanel Equipment from the customer's premises.

3.12 The Customer will be responsible from the time of Sign Off for the Kanel equipment and will be liable to replace all viewing cards or equipment if damaged or stolen.

3.13 The Customer is responsible for pat testing; this is not the responsibility of Kanel.

4. Indemnification

4.1 The Customer shall indemnify Kanel and keep Kanel indemnified against any liability to any third party arising out of or connected with the Customer's use of the Service.

4.2 The Customer hereby indemnifies and holds harmless Kanel against all claims, demands, losses, damages, costs or expenses howsoever arising incurred by Kanel in connection with the Agreement as a result of a breach by the Customer of any provision of this Agreement, law or regulation and/or as a result of any third party legal action or threatened action in relation to Intellectual Property Rights infringement whatsoever and howsoever arising.

5. Service charges

5.1. The prices charged initially shall be those stated on the Order Confirmation.

5.2 Initial charges shall be invoiced to the Customer on commencement of work. Payment for any additional third party services must be received prior to the commencement of the work.

6. Payment terms (Rental services)

6.1 With regard to payments in respect of Kanel's Rental services, all payments are to be made as set out in the Order Confirmation. Subject to any special terms, the first payment including installation costs will be paid by the customer to kanel 14 days prior to installation and all payments thereafter shall be paid by direct debit on a monthly basis.

6.2 Payment in respect of outright purchase of Kanel equipment shall be made including installation costs will be paid by cheque to the installation engineer on Sign Off of completed installation.

7. Payment of Service charges

7.1. Subject to any special terms (which we may agree with you in the Order Confirmation or otherwise in writing), payment by you to us in respect of any maintenance services will be made by direct debit on a monthly basis. .

7.2 Time of payment shall be of the essence of the Agreement. You shall not be entitled to set off or withhold any payment for any reason whatsoever.

7.3 If you fail to make payment within the period specified in clause 6.1and 7.1 then, without prejudice to any other right or remedy available to us, we shall be entitled to:-

7.3.1 Suspend any further service provision to you and/or suspend performance of the Services; and/or

7.3.2 cancel the Agreement; and/or

7.3.3 charge you interest on the amount unpaid, at the rate of 4 per cent per annum above the Royal Bank of Scotland plc base rate from time to time, until payment is made.

7.4 The Customer shall not be entitled by reason of any set-off, counter-claim, abatement, or other deduction to withhold payment of any amount due to Kanel All payments made are non-refundable, including 3rd party expenses incurred and set up or initial fees or other similar expenses incurred.

7.5 If the Customer's cheque is returned by the bank as unpaid for any reason, Kanel reserves the right to levy a "returned cheque" charge.

7.6 If you are late in making a payment under this Agreement for 45 consecutive days or more, we reserve the right to factor your Customer Agreement with a reputable factoring agency and you shall reimburse us on demand for all costs, expenses and losses associated therewith (including lost profit).

8. Amendments to Contract

8.1 Should the Customer require a change in the nature, scope or timing of the Service or in or any other aspect of this Agreement, such change shall be requested in writing. Kanel shall advise the Customer of the effects including any increase in the Service charges which may result and the Agreement shall be modified to reflect such changes including to the Service charge and/or duration which may be agreed.

9 Maintenance Services (Service Plan)

9.1 The Customer must notify Kanel immediately if a problem arises with kanel equipment or there is any malfunction with viewing cards.

9.2 The Customer must nominate a responsible member of staff with basic knowledge of the Kanel equipment and the layout of the Customers system to report any fault.

9.3 Where you have contracted for maintenance services (as set out in the Order Confirmation), we will for the duration of this Agreement:

9.3.1 endeavour to achieve a 4 hour response time agreed in the Order Confirmation (time not being of the essence); maintenance services will be generally available between 9am and 5pm, Monday to Friday (excluding weekends and public holidays), unless otherwise agreed. Initial support will be over the telephone and involves pre-checking of "Kanel equipment".

9.4 PROVIDED THAT we shall not be required to provide maintenance services or shall (at our sole discretion) be entitled to provide maintenance services only on payment of such additional fee as we may agree with you where a defect has arisen or maintenance is required as a result of you or a third party altering, modifying or in any altering Kanel's equipment.

9.5 Where you have not contracted for maintenance services from us, we may (subject to availability) provide maintenance services on an adhoc basis" basis at a standard rate per hour (£48.00 call out charge for first 30 minutes plus VAT and £48.00 per hour thereafter plus expenses and materials). Such adhoc basis maintenance services will be generally available between 9am and 5pm, Monday to Friday (excluding public holidays and weekends).

9.6 Where the Customer has contracted for maintenance services direct from Kanel, if the damaged equipment is the fault of the Customer, Kanel reserves the right to charge for maintenance services at the discretion of Kanel.

9.7 For rental services only, Kanel will replace within 5 working days any viewing card that is faulty as a result of manufacturers fault or has been prematurely scrambled by a broadcaster; please note these are the only conditions in which a viewing card is replaced by kanel.

9.8 The Customer will receive basic training on how to operate kanel's equipment; also further training can be purchased for a nominal fee.

9.9 Due to the nature of the Services to be provided, no refund is offered by Kanel.

10. Return of equipment

10.1 The Customer is responsible for ensuring that no damage has been suffered during the rental of Kanel's equipment. In the event that returned products arrive damaged, costs of repair or replacement are to be payable by the Customer. In these circumstances Warranty is not applicable.

11. Warranty and Disclaimer

11.1 Kanel offers a standard 12 month warranty in line with manufacturer's warranty.

11.2 The Customer uses the Service at its own risk and in no event shall Kanel be liable to the Customer for any direct, consequential, incidental or special damage or loss of any kind (except personal injury or death resulting from e-products limited's negligence) including, but not limited to, loss of profits, loss of contracts, business interruptions, loss of or corruption of data or the Customer's inability to use the Service, however caused and whether arising under contract or tort, including negligence or otherwise except as expressly provided herein.

11.3 If any exclusion, disclaimer or other provision contained in this Agreement is held to be invalid for any reason by a court of competent jurisdiction and Kanel becomes liable thereby for loss or damage that may lawfully be limited, such liability whether in contract, tort (including negligence) or otherwise, will not exceed the total charges paid by the Customer in the one month preceding such liability arising.

11.4 Our liability arising out of this Agreement will not exceed the fee paid by the Customer in relation to the Services to which the cause of action relates.

11.5 In no event shall Kanel be liable for:-

11.5.1 any incidental, indirect, special or consequential damages, including but not limited to loss of use, revenues, profits or savings, even if Kanel knew or should have known of a possibility of such damage and even if an exclusive remedy fails of its essential purpose;

11.5.2 claims, demands or actions against the Customer or any person; or loss of or damage to Customer's data from any cause;

11.5.3 gaining access to the installation site or 3rd party premises or sites without a risk assessment, method statement or health and safety compliance.

11.5.4 replacement of remote controls.

11.5.5 Programming changes by broadcasters or change of listings, including match times and this also includes changes in encryption, frequencies or channel line up.

11.5.6 the condition and performance or damage to viewing cards which is the customer's responsibility unless a manufacturer's fault or prematurely Scrambled by the broadcaster.

11.5.7 any error in subscription packages by network providers or any other 3rd party.

11.5.8 3rd party advice on satellite feeds or current programming provided by links from Kanel's website.

11.5.9 lack of recognition of fault being diagnosed if the member of staff is not familiar with the Kanel system or not nominated by the Customer to deal with such events.

12. Protection of Information

12.1 Any personal data (as defined in the Act) provided by you to us shall at all times remain your property and we shall take all reasonable precautions to preserve the integrity of such Personal Data and to prevent any corruption or loss, damage or destruction of such Personal Data, PROVIDED THAT we reserve the right to disclose to the police, the fire authorities, any other relevant authority, our insurance company and any of their representatives details of the records kept by us.

12.2 This Clause 12 shall survive termination of this Agreement.

13. Termination

13.1 This Agreement shall continue and unless and until terminated as provided below.

13.2 Without prejudice to other remedies, either party may terminate this Agreement for material default if, upon written notice, the other party, in the case of a remediable breach, fails to cure the matters set forth in said notice within 28 days from the date of said notice.

13.3 If either party shall become apparently insolvent or sign a Trust Deed for its creditors or, if a limited company, shall convene a meeting of its creditors or if a proposal shall be made by a voluntary arrangement within Part I of the Insolvency Act 1986 or a proposal for any other composition, scheme or arrangement with (or assignment for the benefit of) its creditors or if the party shall be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or if a Trustee, Receiver, Administrative Receiver or similar Officer is appointed in respect of all or any part of the business or assets of either party or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of either party or for the making of an administration order (otherwise than for the purpose of an amalgamation or reconstruction) then the other party may terminate this Agreement immediately upon written notice to said party.

13.4 Where applicable, Kanel must be satisfied with the quality of any 3rd party supplier suggested by the Customer and the suggested supplier must be capable of delivering against agreed specifications, failing which Kanel has the right to terminate upon written notice. The Customer will be liable for any expenses incurred by Kanel as a result of any 3rd party shortfall or failure in terms of this sub-clause 13.4.

13.5 Ethical clause - Kanel will not tolerate duplicity, deceit or pretence as regards use of the Service, or any abuse of the Service and reserves the right to terminate services as a result of such behaviour, including use of illegal cams and viewing cards, illegally modified receivers and network card sharing.

13.6 In the event of excessive use of call out or maintenance services (in respect of which Kanel shall be sole arbiter), Kanel reserves the right to review and where at our absolute discretion judged necessary terminate the Agreement or part thererof.

14. Force Majeure

14.1 Kanel shall not be liable to you or be deemed to be in breach of the Agreement by reason of delay in performing, or any failure to perform, any of our obligations in relation to the Services, if the delay or failure was beyond our reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond our reasonable control:

14.1.1 act of god, explosion, storms, flood, tempest, fire or accident; weather.

14.1.2 war or threat of war, sabotage, pandemic flu or virus, insurrection, civil disturbance or requisition;

14.1.3 acts, restrictions, regulations, bye-laws, prohibitions or measures or any kind on the part of any governmental, parliamentary or local authority;

14.1.4 import or export regulations or embargoes;

14.1.5 strikes, lock-outs or other industrial actions, power cuts or trade disputes (whether involving our employees or of a third party); or

14.1.6 difficulties in obtaining the System, labour, fuel, parts or machinery.

14.1.7 technical problems, external circumstances preventing Kanel or 3rd party suppliers delivering against deadlines or preventing delivery of 3rd party suppliers or Kanel against agreed commitments.

15. Disputes

15.1 Should any dispute arise in connection with this Agreement, the parties shall attempt to settle same by negotiation however should the dispute not be resolved within 30 days of the first intimation of the dispute then parties shall attempt to settle it by Mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure.

16. Assignment

Neither party shall assign, transfer, sub-contract, or in any other manner make over to any third party the benefit and/or burden of this agreement without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed.

17. Notices

17.1 Any notice, demand or other communication given or made under or in connection with the matters contemplated by this Agreement shall be deemed to have been duly given and received;

17.1.1 if personally delivered, upon delivery at the address of the relevant party;

17.1.2 if sent by first class post, two business days after the date of posting;

17.1.3 if by email, when sent; provided that if, in accordance with the above provision, any notice, demand or other communication would otherwise be deemed to be given or made after 1700 hours, it shall be deemed to be given or made at the start of the next business day.

17.2 Any notice personally delivered or sent by first class post shall be delivered to the address of the relevant party set out in the Order Confirmation for the Customer and on the Kanel Web site.

18. General

18.1 Failure or delay by Kanel in enforcing any term of the Agreement shall not be construed as a waiver of any of its rights under it.

18.2 The illegality, invalidity or unenforceability of any part of this Agreement will not affect the legality, validity or enforceability of the remainder.

18.3 The construction, validity and performance of this Agreement shall be governed by Scots Law and the parties submit themselves to the non-exclusive jurisdiction of the Scottish Courts.

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