Osokey Terms of Sale and Delivery
The following Terms of Sale and Delivery cover the goods and services provided to you (the “Customer”), in relation to the UK National Data Repository (“NDR”) hosted at ndr.ogauthority.co.uk, by Osokey Limited (the “Company”) and its suppliers and sub-contractors, where those goods and services relate to the loading and distribution by Company of data.
These Terms of Sale and Delivery are in addition to the terms of the NDR User Agreement accepted by you during registration and use as a user of the NDR. Capitalised terms used in these terms and conditions have the meanings given in the NDR User Agreement, unless otherwise stated.
No variation to these Terms of Sale and Delivery is accepted without prior written agreement between Company and Customer.
1. The Order
An Order consists of the goods and/or services required to:
(i) load Customer’s selection of Allowable Information to the NDR (an “Order for Loading”) in compliance with requirements set out in applicable regulations, NSTA guidance, Form and Manner and notices (the “NSTA Requirements”); or (ii) make Customer’s selection of Information available to Customer, to the extent that Customer is entitled to receive such Information (being Disclosed Information or Customer having an Entitlement to such Information), by distribution of such Information by electronic download or the provision (if applicable) of USB-connected devices, tape media, or other external storage devices as appropriate onto which Customer’s selection of Information has been transcribed (“Order for Delivery”), (each an “Order”).
The price of an Order is determined according to the current pricing policy of Company as agreed with the NSTA and published from time to time on the NDR website. Value Added Tax (VAT) will be charged in accordance with current regulations. All prices are in Great British Pounds Sterling (GBP).
3. Customer-Provided Media
Tape media and other external storage devices provided by Customer to Company and its sub-contractors (together, the “Customer-Provided Media”) are provided at Customer’s own risk. Company disclaims all liability for any damage to or loss of the Customer Provided Media while in transit to, or in the possession of Company or its subcontractors.
Any Customer-Provided Media comprising tape media containing Reportable Information submitted for loading to the NDR in compliance with the NSTA Requirements, where such Allowable Information is retained on such tape media, will not be returned to Customer.
Customer agrees to indemnify Company for any claim (including third party claims), damages, losses and costs in relation to possession or use by Company or its subcontractors of the Customer-Provided Media for the purposes of fulfilling the Order for Loading or Order for Delivery as applicable (including without limitation damage or loss to the Customer-Provided Media, and damage caused by computer viruses).
In the rare occurrence where Company returns Customer-Provided Media to Customer for additional fees, it will ship the Customer-Provided Media in the packaging in which it was shipped by Customer to Company. Company disclaims any responsibility for loss, damage or costs incurred through shipment of the Customer-Provided Media.
4. Compliance with OGA Requirements for the Loading of Allowable Information where self-service is not applicable
It is the Customer’s responsibility to ensure that Customer-Provided Media and the Allowable Information thereon provided for an Order for Loading meet the NSTA Requirements. The NSTA Requirements specify the form and manner in which the Allowable Information must be provided, amongst other matters. Where the Customer-Provided Media and/or Allowable Information does not comply with the NSTA Requirements, Company shall advise Customer of this and, unless a means of remedying the non-compliance can be identified (that is acceptable to both Company and Customer), Company will return the Customer-Provided Media and Allowable Information thereon to Customer. No refund of the price can be made in this circumstance, in full or in part, except at Company’s absolute discretion.
5. Time and Place of Delivery
Company will use reasonable endeavours to process Orders for Loading and Orders for Delivery. For an Order for Delivery, Company will endeavour to deliver the Order to its shipping agent within four weeks after the Order is accepted for fulfilment. Company will inform Customer when an Order for Loading is complete.
6. Terms of Payment
Payment for Orders for Delivery may be made by credit card. For all Orders for Loading, Company will send to Customer an invoice setting out the cost of the Order, methods of payment accepted, and payment terms. Unless otherwise agreed, payment must be received before the Order will be accepted for fulfilment.
Interest is chargeable on any overdue payments at the rate of 8% above the Base Rate of the Bank of England.
7. Import and Customs
Where goods are exported from the UK, the Customer is considered the importer of the goods, and the Company will not bear any charges relating to customs clearance, taxes, tariffs, duties or any other additional charges for import of the goods into the delivery country. Customer is considered the importer of record and must comply with all laws and regulations of the country into which the Order is received. The Company will not accept orders for delivery to countries under relevant UK.
8. Warranty, Liability and Force Majeure
Company warrants that Orders for Delivery are in accordance with the Information held in the NDR at the time of processing and that any Order for Delivery is in accordance with the description of the Order on the order form.
Company must be notified of any defects in Orders for Delivery no later than one month after receipt of the Order by Customer. Company, at its sole discretion, may opt to re-deliver all or part of the Order in the manner of its choosing, or arrange for the Order to be returned to it, and a refund made.
To the maximum extent permissible under the governing law, neither Company nor its sub-contractors are or shall be liable to Customer or any other party in contract, tort (including liability for negligence) or otherwise or for any damages, including without limitation, direct, indirect, special, lost profit, punitive, incidental or consequential damages, arising out of or in connection with an Order, even if advised of the possibility of such damages.
Company does not limit or exclude its liability for death or personal injury caused by its negligence or any other liability the limitation or exclusion of which is prohibited by law.
Save as expressly specified in these Terms of Sale and Delivery, all warranties (including warranties as to fitness for purpose or satisfactory quality), conditions or other terms implied by statute, common law, or otherwise are excluded to the fullest extent permitted by law. Company disclaims any responsibility for the quality of any Information Order, its reliability and exactness as well as the applicability of the Information to the Customer’s purpose. Company does not accept
liability in respect of the consequences of Customer’s use of the Information, whether the consequences are due to defects or shortcomings in the Information, or due to Customer’s use, handling or interpretation of the Information.
All sales are final. No refunds can be made except where specified in these Terms of Sale and Delivery or where required by law.
Legal Manager, Osokey Ltd., Chiltern House, 45 Station Road, Henley-on-Thames, Oxfordshire, RG9 1AT, United Kingdom.
Company may also share this information with the NSTA for statistical, reporting and/or audit purposes. Details of the NSTA’s privacy statement and how it handles personal information are available from the NSTA’s web site, at https://www.nstauthority.co.uk/site-tools/privacy-statement/. Customer consented to this privacy statement when becoming a user of the NDR.
10. Governing Law
These Terms of Sale and Delivery are governed by English law. Customer hereby irrevocably submits to the exclusive jurisdiction of the English courts notwithstanding the jurisdiction where Customer is based. The English courts shall have exclusive jurisdiction over any dispute arising.
11. Contact Details
Osokey Limited is a company incorporated in England and Wales under company number 10469720, with its registered office at Osokey Ltd., Chiltern House, 45 Station Road, Henley-on-Thames, Oxfordshire, RG9 1AT, United Kingdom. Email: email@example.com