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Terms & Conditions

By clicking the box next to the text "I have read and agree to the Terms and Conditions" and pressing the "Register" button You (as defined below) are deemed to have accepted the following terms and conditions (together the "Conditions") which set out the terms under which YayYay Limited ("We", "Us" or "Our") will provide the Services to You:

You acknowledge that We may amend the Conditions at any time without Your prior consent by posting the amended Conditions on www.yay.com and any new, different or additional features changing the Services will automatically be subject to these Conditions. Your continued use of the Services after any such changes to the Conditions shall constitute Your acceptance of those changes.

  1. PRELIMINARY
    1. NetXL Limited, also trading as the Yay.com Store located at www.yay.com/store/ (“NetXL”) contracts subject to the terms and conditions set out below. No additions or modifications thereof shall form part of the contract unless accepted by NetXL in writing. These terms and conditions shall override and take the place of other terms and conditions in any document or other communication of/with the Customer used in concluding the contract with NetXL. In these conditions the Equipment means any equipment, machinery, parts, spares, software and any other goods supplied by NetXL.
  2. TIME
    1. Any period or times stated for delivery or for compliance with any other contractual obligations of NetXL are estimates only and in any event NetXL accepts no responsibility for loss or damage resulting from delay or failure to notify the Customer of any such delay.
    2. Changes in specification or additional work or revised instructions relating to any aspect of the contract will entitle NetXL to vary any estimates of price and/or time for completion of the contract.
  3. PRICES
    1. Unless otherwise specified prices are for delivery at NetXL’s offices and are subject to NetXL’s right to increase any price to take account of delivery charges, insurance costs, special handling charges (if any) and/or packaging charges (if any), agreed changes in the Specifications or changes in any taxes, duties or levies charged on or in relation to the Equipment or goods, materials or services used on or in relation to this contract and/or any extra costs or expense incurred by NetXL as a result of site conditions, delays, interruptions, lack of information, changes in exchange rates and/or without limitation any other factors beyond NetXL’s control.
  4. DISPATCH AND DELIVERY
    1. Unless otherwise agreed in writing delivery of the Equipment will be ex- works.
    2. Where dispatch is delayed through the Customer’s unwillingness or inability to arrange carriage or to make any payment due prior to dispatch NetXL may effect delivery of the Equipment by giving written notice that it is ready for dispatch.
    3. If the Equipment is stored by NetXL at the customer’s request or after notice has been given that the Equipment is ready for dispatch the Customer shall reimburse NetXL for all costs and expenses of storage (including any necessary transit costs and insurance).
  5. SHIPMENT
    1. The Customer shall be responsible for inspecting the Equipment on arrival and shall notify NetXL immediately if there is any damage, discrepancy or shortage or within 7 days after receipt of notice of despatch in the event of non- arrival.
    2. The Customer specifically authorises NetXL to make any such contract of carriage and/or insurance on behalf of the Customer as NetXL considers necessary and NetXL will be under no obligation to notify the Customer thereof so as to enable the Customer to insure the Equipment during sea transit (if any). The Customer shall be responsible for complying with all conditions and requirements of the carriers.
  6. RETENTION OF TITLE
    1. NetXL and the Customer expressly agree that until NetXL has been paid in full for the equipment comprised in this or any other sales contract between them and that all outstanding amounts due to NetXL from the Customer or any associated or subsidiary or holding company of the Customer or from any director or shareholder of the Customer or any other such company:
      1. the equipment shall remain the property of NetXL and the Customer, as bailees of them for NetXL will store the same for NetXL in a proper manner without charge and in such a way that the equipment is clearly identified as being the property of NetXL, notwithstanding that the risk therein shall pass to the Customer as provided herein.
      2. at any time NetXL may recover from the Customer the equipment remaining in the Customer’s possession, and for the purpose thereof may enter upon any premises of or occupied by the Customer or any third party (with the consent of that third party).
      3. the Customer has the right to dispose of the equipment in the course of its business for the account of NetXL and to pass good title to the equipment to their customers being bona fide purchasers for value without notice of NetXL’s rights.
      4. in the event of such disposition the Customer, and its Director (if a Limited Company) have the fiduciary duty to account to NetXL for the proceeds thereof but may retain therefrom an excess of such proceeds over the amount outstanding to NetXL under this or any other sales contract between them and for all outstanding amounts due to NetXL from the Customer or any associated or subsidiary or holding company of the Customer or from any director or shareholder of the Customer of any other such company.
    2. The risk in the Equipment shall pass to the Customer on despatch, thereafter the Customer shall be responsible for the satisfactory care and protection of the Equipment.
  7. PAYMENT
    1. All goods purchased must be paid for in advance of despatch except where a credit account has been authorised by NetXL. Where such credit terms apply, unless otherwise agreed in writing, the price must be paid within 14 days after despatch. The fourteen day period starts on the date shown on the invoice and finishes at close of business on the fourteenth day after that date, unless that day falls on a bank holiday, in which case the period shall be extended until the next day. No goods will be despatched if this would cause any allocated credit limit to be exceeded.
    2. In no case shall any dispute concerning any item or separate part of the Equipment or work or any further contractual obligation of NetXL to the Customer affect the Customer’s obligation in respect of payments for other parts if any part or instalment of the price is not paid when due, or work on the Equipment is held up for any reason attributable to the Customer, or the Customer incurs bankruptcy, insolvency, liquidation or the appointment of a Receiver, the full price of the Equipment less any sums already paid in respect of the Equipment and/or work done by NetXL shall immediately become due and payable by the Customer and NetXL may at its option cancel the contract or cancel or suspend despatch.
    3. Without prejudice to any other right of NetXL all overdue payments shall carry interest at the rate of two per cent per month over HSBC’s standard business rate on the amount or amounts for the time being outstanding.
    4. In the event that the Customer does not take delivery of the whole quantity of the goods which are the subject of any contract to which these conditions apply on the date or within the time laid down by such contract then, without prejudice to any other remedy available to NetXL any discount or other allowance in respect of quantities of goods ordered which is or would be otherwise allowed to the Customer shall be recalculated to the level of goods or services actually accepted by the Customer.
  8. WARRANTIES
    1. Equipment supplied by NetXL is supplied with the benefit of any warranties provided by the producer, and where no such warranty applies, NetXL warrants to the Customer only that the Equipment shall be free of defects in workmanship and materials for the period of 12 months after despatch to the Customer.
    2. If such a defect arises within the warranty period in respect of the Equipment or one or more of its component parts NetXL will at its option, either repair or replace the defective Equipment or component according to the NetXL returns policy.
    3. The warranty given by NetXL above shall not apply if:
      1. the repair or replacement of a part or parts is required because of accident, neglect or misuse of the Equipment by the Customer or interference with the Equipment by persons other than NetXL’s engineers, or
      2. there are used in the Equipment supplies from sources which have not been authorised by NetXL.
  9. PERFORMANCE DATA
    1. Any performance figures quoted or referred to in any specification or other document used in concluding a contract, are estimates only, based on assumed conditions in a well managed office with experienced, adequate and efficient operators and efficient services, and proper use of satisfactory materials.
  10. SPECIFICATION
    1. NetXL reserves the right on the sale of any Equipment to make before delivery any alteration to or departure from the specification or design of the Equipment details overleaf provided that it shall not to a material extent adversely affect the performance of the Equipment or the quality of the workmanship or the materials used. All specifications, drawings and technical documents issued by NetXL either before or after conclusion of the contract are issued solely for the Customer’s use in connection with the Equipment and shall not be copied reproduced or communicated to any third party without express consent in writing.
  11. FORCE MAJEURE AND FRUSTRATION
    1. NetXL shall:
      1. in any event not be liable for loss or damage, and
      2. be entitled to cancel or rescind the contract, If the performance of its obligations under the contract is in any way hindered or prevented by any cause whatsoever, beyond its control including but not limited to the delays or defaults of suppliers or the default of any sub-contractor, war, strike, lock-out, trade dispute, flood, accident to plant or machinery, shortage of materials or labour.
  12. CANCELLATION
    1. No contract or order may be cancelled without NetXL’s written consent. In the event that cancellation is agreed for whatever reason the Customer shall indemnify NetXL against all costs, claims, loss and expenses occasioned thereby including any consequential loss and loss of profits.
  13. EXCLUSIONS AND LIMITATIONS
    1. NetXL shall not be liable to the customer in connection with or arising out of the subject matter of these conditions, except to the extent that the loss or damage results from misrepresentation, the negligence of, or breach of contract or other default by NetXL, its agents or contractors, in which case such liability shall be subject to the exclusions and limitations expressed in these conditions.
    2. NetXL does not, and nothing stated in this Clause 13 shall be construed or be deemed as operating to exclude or restrict its liability in damages or otherwise.
      1. for death or personal injury to the extent that such liability results from the negligence of NetXL or its employees, agents or contractors, or
      2. for breach of the obligations arising from Section 12 of the Sale of Goods Act 1979 (as amended from time to time);
      3. under the Consumer Protection Act 1987, but to the extent only that NetXL is prohibited by law from seeking to restrict or exclude its liability thereunder.
    3. NetXL’s liability for any loss or damage which shall include without limitation costs and expenses related to any claim, however caused, in connection with or arising out of the subject matter of these conditions, will:
      1. in the case of direct physical damage to any tangible property (other than the Equipment) to the extent it results from the negligence of NetXL, or of its employees, agents or contractors, be limited in respect of any one claim or series of claims arising out of the same event or circumstances, to £1m.
      2. in the case of any other claim or series of claims arising out of the same event or circumstances be limited to the amount of the price payable by the Customer pursuant to the Contract governed by these conditions (excluding VAT thereon).
    4. Notwithstanding Clause 13.3 above, NetXL shall not be liable to the customer or to any other person for:
      1. loss of use, operating time, contracts, business, profits, goodwill, revenue, anticipated savings or any other like economic loss, however caused;
      2. any indirect or consequential loss or damage however caused;
      3. any loss or damage to any intangible property (including but not limited to loss of programmes or data) or for any inconvenience caused to the customer, however caused.
      4. any claim, unless made with reasonable details in writing to NetXL no later than 2 months (or such longer period as may be reasonable in the circumstances) after the date the claimable event first comes or ought reasonably to have come to the notice of the customer, its employees, agents or contractors.
    5. The term “however caused” shall mean arising by reason of breach of contract, misrepresentation, negligence or other tort, breach of statutory duty or other wrongful act, omission (whether deliberate or not) or otherwise, however fundamental the result.
    6. Notwithstanding any other provisions herein, all exclusions and limitations of liability contained in these Conditions shall apply to all liabilities of NetXL under or in connection with or in relation to the subject matter of these conditions and regardless of whether or not the loss or damage was foreseeable, and of whether the Customer notifies NetXL of the possibility of any greater loss or damage, and shall apply only so far as is permitted by law.
    7. The customer agrees to indemnify NetXL at all times hereafter against all claims, demands, costs and expenses in excess of the liability expressly accepted by NetXL hereunder.
    8. No representation of fact, oral or written, including but not limited to statements regarding the capacity, suitability for use or performance of the Equipment, whether made by NetXL, its employees or otherwise shall be deemed to be a warranty by NetXL for any purpose, or give rise to any liability of NetXL whatsoever, unless made by NetXL in writing.
    9. Save as set out in these conditions, all other express or implied terms, conditions and warranties (whether statutory or otherwise) including without limitation, terms as to satisfactory quality, year 2000 compliance, and fitness for purpose are hereby excluded to the fullest extent permitted by law.
    10. Where any valid claim in respect of any of the Equipment which is based on any defect in the quality or condition of the Equipment or its failure to meet specification is notified to NetXL in accordance with these conditions, NetXL shall be entitled to repair or replace the equipment (or the part in question) free of charge or at NetXL’s sole discretion, refund the customer the price of the equipment (or a proportionate part of the price) but NetXL shall have no further liability to the customer.
  14. RESTOCKING CHARGES
    1. Entirely at NetXL’s discretion, NetXL may allow a customer to return goods unused and in pristine unopened condition after a sales order has been processed and full payment has been taken. NetXL reserve the right to levy a restocking fee of up to 15% of the original purchase price.
    2. If restocking is agreed with the customer, NetXL will withhold the issue of a credit note until the goods have been returned and checked into our warehouse.
  15. DATA PROTECTION ACT
    1. Personal Data (as defined in the Data Protection Act 1984, or any amendment or re-enactment thereof) in respect of a Customer which is obtained in the course of any Contract to which these Terms and Conditions relate, will be held on NetXL’s computer system, and may be used by NetXL for the purposes of assessing the level of credit which should be extended to the Customer. The information may also be used for the future marketing of related products and services, unless the subject of the Personal Data gives NetXL notice in writing to the contrary.
    2. Personal Data will be used only for the purposes stated, and information held will not be disclosed to any third party save where permitted by law, or to protect against fraud, or after obtaining the Customer’s consent.
  16. LAW
    1. This contract shall be subject to and construed in accordance with the laws of England in any respects as an English contract subject to the jurisdiction of the English Courts. The uniform laws of international sales shall not apply.