Terms & Conditions for Retell’s Goods & Services
1.1 In these Terms and Conditions ‘Retell’ means Retell Ltd, the ’Client’ or ‘You’’ shall mean the person, firm or company purchasing or agreeing to purchase or rent Goods and Services from Retell. These Conditions shall mean the terms and conditions set out herein and ‘Goods and Services’ shall mean all equipment, spare parts, hosted recording, mobile recording, other Goods and Services, voice firewall, software, repairs maintenance, warranties, guarantees or services to be provided to the Client by Retell.
1.2 All orders will be accepted by Retell as subject to and in accordance with the following Conditions of sale, which shall be deemed to be incorporated into a contract for the sale of Retell’s Goods and Services (“the Contract”). By the placement of an order (by whatever means) the Client will be deemed to have acknowledged and accepted the said Conditions and will be bound by them. No variation of these Conditions is permitted unless expressly accepted in writing by a Retell Director. Nor will Retell accept the standard terms and conditions of the Client, unless expressly accepted in writing by a Retell Director.
1.3 These conditions shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted or any such order is made or purported to be made by the Client, except for any relevant terms in the software agreement supplied with the Retell Sense product or any other product.
- THE GOODS AND SERVICES
2.1 Goods and Services supplied will be in accordance with Retell’s normal designs and specifications current at the date of contract, manufacture or delivery, whichever is the later. Retell shall be entitled to make any changes to the design and specification that are not material to the Client’s use.
2.2 Unless any features, attributes or characteristics have been specifically and expressly warranted to a Client by Retell in writing, Retell shall be under no liability whatsoever for any failure of Goods and Services to meet such features attributes or characteristics. Also where Retell has not been directly involved in the sales process, Retell cannot be held responsible for commitments made by third parties as to features, functions or otherwise.
- DELIVERY AND RISK
3.1 The prices shown in Retell’s price lists are exclusive of Value Added Tax.
3.2 There is normally a charge for delivery, whether this is via Royal Mail, Courier or other means. Details of the charge which may apply are available on application.
3.3 Goods can be exported, please contact us for more information.
3.4 Where the Goods are delivered in instalments, failure by Retell to deliver any one or more of the instalments in accordance with these Conditions or any claims by the Client in respect of any one or more instalments shall not entitle the Client to treat the Contract as a whole as repudiated.
3.5 It is the responsibility of the Client as required to inspect the Goods and Services on receipt and to notify Retell of any breakages or shortages or failure of Goods and Services to arrive. Retell should be notified within 5 days of receipt of invoice or delivery, whichever arrives first, to allow Retell to be able to establish the cause of the problem.
3.6 Any claims for loss of Goods and Services during transit or damage to the Goods and Services, made within the time period set out in clause 3.6, shall be investigated fully by Retell before any consideration of compensation or duplicate of delivery will be made.
3.7 Under no circumstances will Retell compensate the Client in damages or otherwise for non-delivery or late delivery of the Goods and Services for whatever reason or for any loss consequential or otherwise arising from non-delivery or late delivery.
3.8 Risk passes when the goods are delivered to the Client, except when the client arranges their own collection, in which case the risk passes when the Goods and Services are collected.
- PROPERTY IN THE GOODS AND SERVICES AND PERFORMANCE
4.1 The property of the Goods and Services shall not pass to the Client until all sums due have been paid including the full price of all the Goods sold by Retell to the Client under the payment terms which normally apply. Retell has the right to enter the Client’s premises to repossess the Goods and Services in the event of non-payment.
4.2 Until such time as the property in the Goods passes to the Client:-
(a) the Client shall hold the Goods as Retell’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Client and third parties and properly stored, protected and insured and identified as Retell’s property;
(b) except for Goods supplied under a rental contract, the Client shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to Retell for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds and shall keep all such proceeds separate from any monies or property of the Client and third parties and in the case of tangible proceeds, properly stored, protected and insured; and
(c) provided the Goods are still in existence and have not been resold, Retell shall be entitled at any time to require the Client to deliver up the Goods to Retell and, if the Client fails to do so forthwith, to enter upon any premises of the Client or any third party where the Goods are stored and repossess the Goods.
4.3 Title in any software programme does not pass to the Client; supplied under licence and does not allow copying, altering, reselling or reverse-engineering.
- LIMITATION OF LIABILITY
5.1 The Client will be responsible for ensuring that any Goods and Services purchased from Retell are fit for the Client’s specific purpose, save where expressly agreed in writing by Retell.
5.2 Retell’s liability to the Client is governed by Section 2 of the Supply of Goods and Support Services Act 1982.
5.3 Subject to 5.2 above, Retell’s total liability to the Client shall be limited to damages of an amount equal to the Price of the Goods and Services.
5.4 In no event shall Retell be liable because of any representation, or any implied warranty, condition or other term or any duty at common law or under statute, or under the express terms of the contract for any loss incurred as a result of non-performance for product or services by unauthorised interference by the client, their representative or any third party.
5.5 No liability can be accepted by Retell for the effects of any software, assistance, remote operation or advice provided by Retell in relation to any other software or computer systems operated by the Client, or if the Client’s computer system is not configured in any way that a competent IT professional would set it up.
5.6 The Client acknowledges and agrees that neither Retell nor Retell’s dealers and distributors shall be liable for any failure of the Goods and Services including the firewall function to block calls and/or any configuration of a firewall function by such configuration be carried out by Retell, Retell’s dealer or distributor or the Client and/or the failure of any other equipment which has not been supplied by Retell. It is the Client’s responsibility to check weekly and maintain records that the firewall function of the Goods and Services is blocking the numbers designated to be blocked. The Client will check that least-cost routing and other prefixes (e.g. withholding CLI) are also allowed for in the numbers you have blocked.
5.7 Retell, its dealers and distributors do not guarantee that any firewall function of the Goods and Services will detect or prevent any misuse of the telephone system and accept no liability.
5.8 It is the Client’s responsibility to check regularly that the Goods and Services are functioning to specification including recording and retention of data. This includes that the firewall function and mobile recording function are both configured for and allow emergency calls.
5.9 Where the operation of Goods and Services relies on data, interconnection or otherwise, for example, SMDR or TAPI, from one or more third parties, for example, the PABX, Retell cannot report on data which is not output from the third party, cannot be responsible for inadequate or insufficient data from the third parties, but will make the most of the data available. Retell cannot guarantee that the product shall remain free from error, should a third party make any changes to such data (i.e. SMDR, TAPI or CTI), interconnection or otherwise.
- ORDERING, PRICE AND PAYMENT
6.1 The price payable for the Goods and Services shall be as indicated on the invoice submitted by Retell to the Client.
6.2 The price for the Goods and Services or services shall unless otherwise stated, be exclusive of Value Added Tax which the Client shall be additionally liable to pay Retell.
6.3 The prices are net and in sterling unless otherwise agreed. All payments are to be made to Retell’s address as stated on the invoice unless agreed otherwise.
6.4 Retell reserves the right by giving notice to the Client at any time before delivery, to increase the prices of the Goods and Services to reflect any increase in the cost to Retell which is due to any factor beyond the control of Retell (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, a significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods and Services which is requested by the Client, or any delay caused by any instructions of the Client or failure of the Client to give the Seller adequate information or instructions.
6.5 All payments shall be made without deduction or set off.
6.6 Notwithstanding clause 6.4, if any part of any debt is under dispute, the balance of any invoice or monies due will be paid by the due date.
6.7 Where an established credit account is not in place between Retell and the client, all Clients are required to pre-pay for Goods and Services prior to dispatch. This can be made with a valid credit card (with the exception of American Express), cheque or by BACS to Retell’s bank account. An invoice is sent out under separate cover for all dispatches. Retell can also provide a proforma invoice as a document to pre-pay against if required.
6.8 Clients may wish to open a credit account only after the initial purchase of Goods and Services; the conditions are laid out in 6.10.
6.9 Where an account has been set up, Retell reserves the right to payment before despatch of repairs and of accessories with an invoice total less than £50 plus VAT. This is to reduce the cost of collection of small invoices.
6.10 The requirements for a credit account are two trade references, a bank reference, how long the company has been trading, directors’ home addresses and acceptance of these Conditions. An application form can be requested from Retell. A credit limit is set on any account that is opened which is based on the Client’s previous purchases. This can only be altered by Retell. Only after Retell is satisfied with the account arrangements will accept purchase orders from the Client. Retell is not obliged to accept orders from any customer or buyer who has not supplied satisfactory references.
6.11 Any purchase orders given to Retell in any way must have a purchase order number and in all ways be acceptable to the Client’s accounts department.
6.12 Orders once accepted by Retell cannot be cancelled without the previous written agreement of Retell and subject to indemnification and reimbursements of any costs already incurred in the preparation of the order.
6.13 Offer and acceptance. No obligation shall arise as a result of literature or information given until Retell acknowledges the acceptance of the order in writing or by shipping the Goods and Services.
6.14 Existing account holders may place orders for Goods and Services via telephone or e-mail (sent to firstname.lastname@example.org). Calls will be recorded.
6.15 For credit account Clients, unless expressively agreed, payment terms are strictly 30 days net from the invoice date. Retell reserves the right in its absolute discretion to grant refuse or discontinue any credit facilities at any time.
6.16 No further Goods and Services can be dispatched before payment is made on overdue invoices.
6.17 If payment should not be received by 30 days net from the date of the invoice, Retell will make a formal demand to notify them of the outstanding invoice. If the matter is still unresolved after 14 days from the date that the invoice became due for payment, and after a written warning, proceedings will be commenced to recover the debt.
6.18 Retell reserves the right to charge all costs (Court, Solicitor and Retell’s) and interest to the Client. Retell reserves the right to charge the Client interest for late payment for any sum due from the Client at the rate of 2% over the base rate from the due date until payment.
6.19 If the Client fails to make any payment on the due date then, without prejudice to any other right or remedy available to Retell, Retell shall be entitled to:-
(a) cancel the order or suspend any further deliveries to the Client;
(b) appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Client and Retell, as Retell may think fit (notwithstanding any purported appropriation by the Client) and;
(c) charge the Client interest (both before and after any judgement) on the amount unpaid, at the rate of two per cent per annum above HSBC base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
7.1 Retell undertakes to credit the account of the Client or to remedy free of charge by repair or replacement any defects in the Goods and Services that occur within one year of purchase by the end Client provided that the Client returns the Goods and Services under his own cost and risk. Retell recommends that returns are sent by recorded post or similar method of shipping which will provide the Client with a proof of delivery. The Client should enclose proof of their purchase date of the Goods and Services.
7.2 Warranty does not cover any faults or defects caused by accident, misuse, fair wear and tear, neglect, tampering with the equipment or any attempt at adjustment or repair except by Retell. The Client shall be responsible to ensure that, except to the extent that instructions as to the use or sale of the Goods are contained in the packaging or labelling of the Goods, any use or sale of the Goods by the Client complies with all applicable statutory handling and sale of the Goods by the Client is carried out in accordance with directions given by Retell and the Client will indemnify Retell against any liability loss or damage which Retell might suffer as a result of Client’s failure to comply with this condition.
7.3 Retell’s warranty does not extend to any batteries supplied by Retell nor to any damage caused by leaking batteries.
7.4 Only Retell has any authority to adjust the Conditions of this warranty. This warranty is offered as an additional benefit to the Client’s statutory rights and does not affect these in any way.
7.5 Unless specially ordered, or a bespoke solution had been provided or the Goods and Services have been made to a special design, all Retell Goods and Services shipped out are subject to a 14-day satisfaction warranty. If within 14 days Goods and Services are found not to be required or for any other reason the Goods and Services are not suitable, the Client can return the Goods and Services, under their own cost and risk in ‘as new’ condition to Retell for a full credit or refund excluding any carriage charges. If the Goods and Services require a licence and said licence has been accepted, either by direct acceptance upon registration or by the signing of an acceptance sheet upon installation or upgrade a full refund may not be applicable. The Goods and Services will not be considered for full credit or refund if any damage is found or if any parts of the Goods and Services are missing or if the date of return posting or dispatch is 14 days after the original dispatch date (unless specifically agreed).
- RETURNS AND HANDLING CHARGE
8.1 Retell will only accept returns under warranty if they are accompanied by a document that states the date of purchase, original invoice number and reasons for the return of the Goods and Services. Unless otherwise agreed, the Goods and Services, if found faulty, shall be repaired to Retell’s specification, or if un-repairable shall be replaced with a new or nearly new product and sent back to the Client. Any repairs or replacements carried out under the one year warranty are only valid until the original warranty expires, any faults occurring after the one year warranty are not covered and are subject to a repair charge. This does not affect your statutory rights.
8.2 If the Goods and Services have been purchased through any of Retell’s agents or dealers and they are found to be faulty then the Goods and Services must be returned via the agent they are brought through. Retell cannot be held responsible for any delays that may result or any errors due to miscommunication through Retell and said, agent.
8.3 Retell reserves the right to credit Goods and Services returned under the one year warranty according to the list of supplied items at the time of sale of the Goods and Services. If any parts or components are found to be missing then Retell reserves the right to decrease the value of the credit according to the parts or components that are missing.
8.4 If proof of purchase date within one year cannot be provided or the Goods and Services are out of warranty then the Goods and Services shall be subject to a repair charge depending upon the work done.
8.5 If the Goods and Services are found not to be faulty then Retell reserves the right to charge a standard charge to cover inspection and return shipping for each item found to be working to Retell’s specification.
8.6 Retell operates a 24/7 helpline (on 01932 779755 option 2) to assist Clients with any problems they may have with their Retell equipment. A Client should use this service to its full potential to avoid any unnecessary costs from the return and testing of items. In the absence of a support contract, this service may incur a fee, quotes given before work is commenced. In any event, the first 15 minutes of telephone support will be free of charge. Alternatively, our Technical Support Team can be contacted via email at email@example.com
8.7 At Retell’s discretion stock may be accepted back from resellers for credit, but only within 1 month of Retell discontinuing the line, and if delivered less than 1 year previously and if in a perfect re-saleable condition.
- CALL RECORDING
9.1 Retell records and monitors incoming and outgoing telephone calls for training, security and other purposes (e.g. verbal abuse).
- USE OF CLIENT INFORMATION
11 REMOTE ACCESS
11.1 Retell may supply a PC with remote access software so that Retell can have the opportunity to log in to the PC remotely to check operation or to provide support. The Client must let Retell know if they do not want Retell to have remote access for such technical purposes. If for any reason remote access is not allowed, additional support charges will be incurred.
12 LEGAL CONSTRUCTION
12.1 The laws of England and Wales shall govern all contracts between Retell and the Client and the parties submit to the exclusive jurisdiction of the English Courts.
12.2 Failure to enforce any aspect of these Conditions does not imply that a new contract has been entered into. The remainder of the Conditions still stands and any clause maybe later enforced at any time.