Trading Name: Bill Dodd Computer Systems ltd
Address: 16b Norfolk Road, Littlehampton, West Sussex BN17 5PN
Telephone: 01903 721166, 07786914795
Email: Bill.Dodd@BDCS.co.uk
Company Number: 09143572
Terms and Conditions of website usage
If you continue to browse and use this website you are agreeing to comply with and be bound by the following terms and conditions of use, which together with our privacy policy govern Bill Dodd Computer Systems Ltd’s relationship with you in relation to this website.
The term “Bill Dodd Computer Systems Ltd”, “BDCS” or “us” or “we” refers to the owner of the website whose registered office is 254 Upper Shoreham Road, Shoreham-by-Sea, West Sussex N43 6BF. The term “you” refers to the user or viewer of our website.
The use of this website is subject to the following terms of use:
The content of the pages of this website is for your general information and use only. It is subject to change without notice.
Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.
Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.
This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions.
All trademarks reproduced in this website, which are not the property of, or licensed to the operator, are acknowledged on the website.
Unauthorised use of this website may give rise to a claim for damages and/or be a criminal offence.
From time to time this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s).
You may not create a link to this website from another website or document without Bill Dodd Computer Systems Ltd’s prior written consent.
Your use of this website and any dispute arising out of such use of the website is subject to the laws of England and Wales.
Terms and Conditions of Trading and Sales
1. Definitions
a. In this document and website the terms ‘BDCS’, ‘BDCS Ltd’ are / refer to Bill Dodd Computer Systems Limited, Registered in England, company number 9143572
b. The ‘Customer’ is the organisation, firm, company or persons placing an order with BDCS Ltd.
c. The ‘Goods’ are all finished Goods, parts or materials which are specified by the Customer’s order and are supplied under these Terms and Conditions of sale. Where a Service generates Goods then these are covered by this definition.
d. The ‘Service’ is all supplied labour, software or advice either direct or subcontracted as specified in the purchase order and supplied under these Terms and Conditions of sale.
e. The ‘Contract’ is the contract formed by BDCS’s acceptance of the Customer’s order.
2. Formation of Contract
a. There shall be no binding contract between BDCS and the Customer until BDCS accepts the Customer’s order either by issuing a delivery note for the Goods or Services of by raising and issuing an order confirmation. The confirmation may be in the form of an accepted verbal request should Conditions dictate by process of Service or due to reason of urgency and repair.
b. All orders are accepted subject to BDCS’s Terms and Conditions of sale and no Terms and Conditions of sale submitted by the Customer shall be binding on BDCS unless they are specifically accepted by BDCS in writing.
c. These Terms and Conditions shall apply to each individual order raised by the Customer and any waiver or act of non enforcement shall not prejudice BDCS in relation to any order that may be placed or in progress.
d. Cancellation of orders by the Customer where there is an element of Service can incur a cancellation charge of 15% of the overall expected value and also charges of any service or Goods acquired, time expended or costs caused by the decision.
3. Prices
a. Unless otherwise specified prices are for delivery at BDCS’s works and exclude all taxes, delivery, handling and insurance. These apply to a specific supply of Goods or Service.
b. BDCS reserves the right to increase, without notice, quoted prices after the date of BDCS’s acceptance of an order to cover –
I. Price increases by the Suppliers to BDCS. In this instance the Customer may have the option to cancel the order without penalty, providing no Service is involved in the Goods supply.
II. Extra costs incurred as a result of the cancellation, alteration or rescheduling of orders due to the Customers instructions or lack of instruction.
III. Fluctuations in the currency exchange rates, importation duties and taxes which increase the costs to BDCS of the Goods. Including Goods that are imported into the United Kingdom for resale to the Customer.
c. Rates for Time and Travel are periodically changed; the customer will be kept informed in advance. Where a contract covers a greater period than a year, or business conditions change, rates may be renegotiated.
4. Risks or Liabilities
a. Notwithstanding any provision herein contained BDCS shall not be liable for any loss or damage of any nature to the Goods after the same shall have been delivered or passed to the Customer or the Customer’s agent.
b. BDCS does not take any responsibility in or for consequential loss of time, goods or profit in the Customer’s business due to the supply, use or operation of any Goods or Services supplied or being supplied by BDCS.
c. Where BDCS supply, fit or create a service based on a third party’s product or advice taken and liability of loss of profit or damage is caused by same, BDCS does not accept responsibility or liability for its actions or time spent. This clause covers Services and Goods
d. Standard products can clash with other standard operating software. Standard products may also not install correctly on certain hardware configurations. The supplying companies can sometime not support their products correctly. BDCS will not take responsibility for this situation. Clients will be informed if this situation occurs and will be billed accordingly. BDCS do not have the policy of making clients victims however reasonable recompense will be required.
5. Payments
a. Unless otherwise expressly agreed in writing by BDCS prior to delivery of the Goods or performance of the Services, payment must be made within the time specified on the invoice at BDCS premises or by cleared payment directly into the BDCS bank account.
b. Without prejudice to any other right of BDCS, any overdue payment shall incur interest at the rate of one and a half percent per calendar month or part thereof from the date of the invoice of any outstanding amounts until full payment is received.
c. BDCS shall be entitled to cancel the contract if the Customer commits any available act of Bankruptcy or does anything or fails to do anything which would entitle any receiver to take possession of the Goods or which would entitle any person to present a petition for winding up or bankruptcy.
d. BDCS shall be entitled to charge the Customer a restocking fee of up-to twenty percent of the invoice value of any Goods returned to BDCS.
6. Retention of Title
a. BDCS shall retain full title to the Goods until full payment has been received in respect of the supply of the Goods to the Customer (see section 5 for payment Terms).
b. Until receipt of the payment of the Goods the Customer shall hold the Goods in bailee for BDCS in a fiduciary capacity although the Customer shall be entitled to sell the Goods to a third party within the realms of normal business conduct on the condition that the Customer shall account to BDCS all proceeds of such sale or hold the same in trust until full payment in made.
c. The Customer shall be entitled to incorporate any part supplied as Goods, into any other product in the normal course of business on the condition that the ownership of the product shall vest in BDCS until full payment is made.
d. The Customer shall store the Goods for which payment has not been made in full and identify them as BDCS property until such payment has been made.
If BDCS cancels the contract under clause 5.c, BDCS shall have the right, without prejudice to any other remedies, to enter with prior notice the premises where the Goods owned by BDCS may be, and to repossess and dispose of any Goods owned by BDCS so as to discharge any sum owed by the Customer.
7. Delivery
a. All delivery times are quoted in good faith but shall not be deemed to be the essence. BDCS shall not be liable for any direct, indirect or consequential loss or damage resulting from late delivery of Goods. The Customer shall not be entitled to treat the contract as repudiated by any reasons of late delivery.
b. Any claim for damaged Goods or short delivery must be made within 3 days of receipt of the Goods of BDCS’s invoice, in writing.
8. Warranty
a. The standard warranty Terms and Conditions for Goods are 1 year from date of purchase.
b. The following general exclusions apply:
I. Customer misuse.
II. Damage other than manufacturer’s defects.
III. Transit / courier damage.
IV. Incorrect input signals and sources.
V. Incorrect voltage or power supply used.
VI. Abnormal environmental operation Conditions.
VII. Modification to the Goods or inexpert / attempt to repair.
VIII. No fault found / where no fault can be found after the extensive testing indicating user error or failure in ancillary equipment.
IX. The Goods are manufactured and are not a service to the Customer.
c. Should any of the above exclusions apply; BDCS will reserve the right to raise any relevant charges to the customer.
d. All Goods shall be returned to BDCS for repairs to be carried out.
e. BDCS shall reserve the right to nominate an approved third party to affect repair if necessary.
f. The provision of loan equipment is not covered unless specifically agreed in writing.
g. The customer will ensure that the defective Goods will be correctly boxed in original packaging.
h. No liability is accepted for loss of use or consequential damage. Transit damage caused by inadequate packing is the liability of the sender. If you require packaging for the return of your Goods, this can be purchased from our Goods In/Out department.
9. Technical Specification
a. BDCS shall have the right to make any engineering or material changes so long as compliance with the functional specification is maintained and mandatory requirements are not affected.
b. BDCS will provide sufficient documentation to the Goods provided, as provided to BDCS by the Manufacturer of the Goods.
10. Proprietary Rights
a. The Goods are sold subject to the rights of any person whether in respect of any patents, trade mark, registered design, copyright, confidential disclosure or otherwise which prevent or restrict the sale or use of the product in any part of the world and the Customer will in this respect accept such title to the products as BDCS may have.
b. The Customer hereby acknowledges their sole responsibility to comply with all Terms and Conditions of any license attaching to third party software supplied and delivered by BDCS. The Customer hereby acknowledges that failure to comply with such Terms and Conditions may result in the customer being refused a software license or having the same revoked by the proprietary owner. Proprietary ownership of rights and licenses belonging to BDCS are also covered by the 1976 Act of Designs and Patents laid down under English law. The Customer hereby further agrees to indemnify BDCS in respect of all costs charges or expenses incurred by BDCS as a result of any breach by the customer of such Conditions.
c. Copyright granted or deemed by BDCS to clients on request does not cover algorithms, code, means, style or methods used in lawful pursuance of BDCS’s generic trade and also of that that does not represent the business use of the software product as specified by the client as covered by the 1976 Act of Designs and Patents laid down under English law.
11. Year 2000 Compliance
a. All Hardware supplied as new is guaranteed as Year 2000 compliant.
b. Software supplied by a third party carries their guarantee only as passed on to BDCS. BDCS cannot take responsibility for any third party compliance, although BDCS will not knowingly sell or install any non compliant product.
12. IR35 – H.M.R.C. Off-Payroll Determination
This covers the service of ‘computer consultancy’ from BDCS ltd offered to clients. Unless otherwise mutually agreed the implied contract covering the service of ‘computer consultancy’ will be applied by using the following points. Following these rules the HMRC CEST Tool has determined that the ‘Off-Payroll working rules (IR35) do not apply’ . A copy of this can be sent on request to any client:-
- The service will be provided and invoiced through a limited company – BDCS Ltd.
- The service will not be for a consultant to act as an ‘Office Holder’.
- A substitute can be provided on occasion having the same knowledge and skill as the expected consultant.
- The substitute consultant will be personally reimbursed by BDCS ltd for their services provided to the client through this same implied contract for the invoiced service charged.
- Working arrangements as regards working hours, order of service provided are mutually agreed.
- The task sets the location where work is effected.
- Mutually agreed equipment, vehicle costs, materials and other costs may be purchased by BDCS ltd. This will be invoiced separately.
- The service will be based on time or agreed deliverable project cost.
- Consultants will not receive any paid-for corporate benefits.
- Consultants will not have any management responsibilities.
- Consultants will not contact customers’ consumers or suppliers as the customer. However it is accepted that the consultant can contact said consumers and suppliers as a representative of the customer under BDCS ltd when specifically required.
- There is no agreed block in the implied contract allowing consultants to work for other clients in a similar business or trade, in the past or future. However no owned rights, trade sensitive, business, personal, trade or operational information will be revealed to any other client.
- The service will not take up the majority of the consultant’s time over the working period.
Invoices covering the consultant’s time or project will not be expected to be paid through the client’s payroll. If the client is determined to be a ‘medium’, ’large’ or ‘public’ company then they need to communicate their IR35 determination to BDCS ltd prior to work being carried out.
Should a different contract be required by clients then the status will be applied for using the HMRC CEST tool for guidance of the Off-Payroll determination.
If there are any changes of the HMRC rules then they would apply at the time they are amended by HMRC.
This determination was decided by the HMRC CEST tool v 2.4 on 8/4/2021 11:22:03
13. Law
a. All contracts shall be subject to and construed in accordance with the laws of England and in all respects as an English contract subject the jurisdiction of the English courts.
b. The Customer agrees to submit to the non exclusive jurisdiction of the English courts.
14. Clause Headings
a. Clause headings are for convenience only and do not form part of or affect the interpretation of this agreement.