TERMS AND CONDITIONS
Welcome to Cognitech(UK) Ltd
Understanding Key Terms
Here’s what we mean when we use certain terms in these conditions:
- Authorised Officer – Someone who holds a key role at Cognitech(UK) Ltd, such as a Chairman, Director, Customer Services Manager or Credit Manager.
- Backorder – An order you place that we accept, but the items aren’t currently in stock because we’re still waiting for them from our main supplier.
- Business Day – A weekday when banks in London are open — so, not a Saturday, Sunday, or UK public holiday.
- Buyer – That’s you — the person or business placing an order with Cognitech(UK) Ltd for goods or services, and whose order we’ve accepted.
- Buyer-Owned Goods – Any hardware or software (whether purchased as a product, service, or licence) that you already own and give us access to or ask us to work with.
- Charges – The prices you need to pay for goods or services, as listed in the order we accepted.
- Conditions – These terms and conditions, including:
- Any specific terms in our quotation or written acceptance of your order,
- Terms for using our website,
- Any applicable supplier terms (we’ll give you these if you ask).
- Contract – Every order you place and we accept becomes a separate contract between you and us — governed by these conditions.
- Data Controller – The person or organisation responsible for deciding how and why personal data is processed (as defined under data protection law).
- Data Protection Legislation – The UK laws that protect personal data, including the UK GDPR and the Data Protection Act 2018 (and any future laws that replace or update them).
- Data Subject – A person whose personal data is being processed — basically, anyone who can be identified from that data.
- Delivery – When goods are handed over:
- If we arrange delivery, it’s when our delivery company tells you the goods are ready to be unloaded at your chosen address.
- If you arrange collection, it’s when we tell you the goods are ready to be picked up.
- Electronic Means – Placing orders through digital methods like the internet, EDI (Electronic Data Interchange), XML (Extensible Markup Language), or other platforms.
- End User – A third party you sell the goods or services to — this could be a final customer or even another reseller.
- Goods – Any hardware or software we sell to you, including as a product, licence, or service — or parts of those goods.
- Insolvency Event – Financial trouble, such as bankruptcy, liquidation, or similar issues (as listed in full in clauses 2.2.2 to 2.2.8).
- Order – Your official request for goods or services. This could be:
- A purchase order,
- A written acceptance of our quote or scope of work,
- An online order placed through our website,
- Or an automatic renewal of an existing order.
- Personal Data – Any information that can identify a living person. In our relationship, this refers to data where you are the Data Controller and we are handling it on your behalf.
- Processing / Process – Doing anything with personal data, such as collecting, storing, or sharing it — as defined in the law.
- Services – Anything we do for you in relation to goods (including goods you own), such as:
- Configuration,
- Installation,
- Asset tagging,
- Software setup,
- Collection or disposal, etc.
- Cognitech(UK) Ltd is located at 1 Church Street, Hampstead Norreys, Thatcham, Berkshire, RG18 0TD.
Note: Headings in this document are just for convenience — they don’t affect the meaning of the terms.
Important: Please pay close attention to Clauses 2 and 9, which deal with important topics like cancellation and limits on liability.
1. How Our Sales Work
1.1 Terms That Apply
All sales and services from Cognitech(UK) Limited are covered only by the terms in this document (and any other written terms we’ve agreed to through a senior Cognitech(UK) Ltd representative, called an “Authorised Officer”).
That means any terms you include in a purchase order or other documents won’t apply — even if you send them to us or refer to them.
If you place an order online or through another electronic method and include your own terms, our system may still accept it — but that doesn’t mean we’re agreeing to your terms. It simply means we’re treating your order as your acceptance of our terms.
1.2 Changes to These Terms
If you want to change anything in these terms, that change must be agreed in writing by one of our Authorised Officers. Otherwise, the original terms stand.
1.3 What You Rely On
When you enter into a contract with us, you agree that you’re not relying on any statements or promises about the goods or services made by our team — unless we’ve put them in writing and they’re signed by an Authorised Officer.
This means you can’t cancel the contract or claim damages based on verbal comments or informal advice (unless those statements were made fraudulently).
1.4 Samples and Marketing Materials
Any samples, brochures, drawings, or adverts we provide are just for guidance. They give you an idea of the product or service, but they don’t form part of the legal agreement.
1.5 Advice at Your Own Risk
If someone at Cognitech(UK) Ltd gives you advice or makes a recommendation that isn’t confirmed in writing by an Authorised Officer, you follow that advice at your own risk. We’re not responsible if it turns out to be wrong or causes issues.
1.6 Approvals Must Be in Writing
Whenever these terms say we’ve approved, agreed, waived, or confirmed something — that’s only valid if it’s been put in writing by an Authorised Officer.
1.7 Errors and Typos
If there’s a typo, mistake, or error in any of our quotes, brochures, invoices, or other documents — we reserve the right to correct it, and we won’t be held responsible for it.
1.8 Product Changes Due to Law
If legal or regulatory changes require it, we may need to adjust the product specifications. We’ll let you know if this happens.
1.9 Your Responsibility to Provide Accurate Information
It’s your responsibility to make sure that the information you give us (for quotes or contracts) is complete, accurate, and not misleading — and that it stays that way until:
- the quote expires, or
- the goods or services are delivered (whichever is later).
1.10 If Your Information Is Wrong
If we suffer any losses or costs because the information you gave us was wrong, misleading, or incomplete, you agree to cover our losses.
1.11 Validity of Our Quotes
Any quote we provide:
- Is not an offer you can automatically accept to form a contract, and
- Is only valid for 5 business days from the date we issue it, unless we say otherwise.
1.12 When Your Order Becomes a Contract
When you send us an order, it’s your offer to buy from us based on these terms.
That order becomes a binding contract only when we:
- Send you written confirmation,
- Start delivering the goods, or
- Begin performing the services — whichever comes first.
2. Cancelling Orders
2.1 Cancelling After You Place an Order
Once you’ve placed an order and it’s been accepted (a contract is in place), you can’t cancel it unless Cognitech(UK) Ltd agrees in writing.
If we do agree, you must cover any losses or costs we suffer as a result. This could include things like materials we’ve bought, time we’ve spent, or lost profits.
2.2 When Cognitech(UK) Ltd Can Cancel or Pause Your Order
We may immediately cancel or pause your order (with no liability to you) if any of the following happens:
- 2.2.1 You reject a price increase that’s allowed under Clause 6.
- 2.2.2 You don’t pay on time.
- 2.2.3 You break the contract and don’t fix it within 7 days of us notifying you in writing.
- 2.2.4 You can’t pay your debts (as legally defined in the Insolvency Act 1986).
- 2.2.5 You’re a sole trader or in a partnership and a bankruptcy petition is filed against you.
- 2.2.6 You try to reach a deal with creditors or seek court protection from them.
- 2.2.7 You go into liquidation (except for a planned merger or restructure).
- 2.2.8 An administrator, receiver, or similar is appointed (or likely to be).
- 2.2.9 A creditor takes or tries to take your assets, and it isn’t resolved within 10 business days.
- 2.2.10 You stop (or threaten to stop) doing business.
- 2.2.11 We have good reason to believe any of the above is about to happen and we let you know.
- 2.2.12 You act dishonestly or fraudulently in relation to the contract.
- 2.2.13 Something similar happens to you in another country.
- 2.2.14 If you’re a sole trader, and you pass away or become unable to manage your own affairs.
2.3 What Cognitech(UK) Ltd Can Do If You Breach the Contract
If we cancel under the circumstances above, we may also (in addition to any other legal rights we have):
- 2.3.1 Cancel any other orders you’ve placed that haven’t yet been completed.
- 2.3.2 Pause deliveries under any of your open orders.
- 2.3.3 Cancel or change any credit terms we’ve given you.
- 2.3.4 Reduce or remove any discounts we’ve offered.
- 2.3.5 Require immediate payment for any goods we’ve already delivered — even if we previously agreed you could pay later.
3. Delivery
3.1 Delivery Paperwork
Unless we’ve agreed otherwise, every delivery will include a delivery note showing:
- The order date
- Relevant reference numbers (yours and ours)
- What was delivered (with product codes if applicable)
- Any special storage instructions
- If it’s part of a multi-delivery order, what’s still left to deliver
3.2 Delivery & Packing Costs
Unless agreed differently, you’ll pay for packing and delivery. If we cover those costs up front, we’ll add them to your invoice at the time we ship the goods.
3.3 Address Responsibility
You must give us accurate delivery details, including for End Users.
If there are delivery problems due to wrong information or someone not being available to accept the goods, you’ll be responsible for any extra costs (such as redelivery fees).
3.4 Delivery Dates
Any delivery dates we give are just estimates. Delivery times may change if specifications or instructions change. We are not liable for delays.
3.5 Part Deliveries
We may deliver goods in separate shipments. Each delivery is treated as a separate contract.
If one part is late or has an issue, it does not cancel the rest of the order.
3.6 Delivery Problems Caused by You
If you (or your courier) can’t collect or receive the goods, or you cause a delay, we can:
- Store the goods at your cost and risk until delivery can happen, and bill you for that storage
- Sell the goods and deduct costs (like storage or selling fees), then refund or bill you depending on the result
3.7 Export Orders (Goods Sent Outside the UK)
If goods are being exported, either by us or by you:
- The warranty comes only from the original equipment manufacturer (OEM), not Cognitech (UK) Ltd
- You’re responsible for following any export restrictions or rules
- UK tax laws apply to the order
- You must handle import taxes and duties in the destination country
- Unless we’ve agreed otherwise, the delivery ends when the goods arrive at the UK export port
- You should inspect and test goods before shipment. We’re not liable for defects you could have spotted or for transit damage
- You must still pay on time, even if you miss steps above
- Goods will be packed using our standard packaging unless you’ve told us otherwise and we agreed
3.8 Non-Payment
If you don’t pay for one delivery or instalment, we may pause, delay, or cancel future deliveries.
3.9 Refusing Full Delivery
If you refuse or don’t take the full delivery when it’s ready, you’ll lose any discount or allowance linked to that order.
3.10 End User Deliveries
If we deliver goods directly to your End User:
- It counts as delivery to you
- If the End User refuses delivery or service, it’s treated as if you refused it
- You are responsible for reporting any delivery issues in these cases
4. Limited Warranty
4.1 Manufacturer’s Warranty
- You understand that Cognitech(UK) Ltd does not make the Goods (or, in the case of software, does not publish or license it).
We sell the Goods with the original equipment manufacturer’s (OEM’s) warranty only, to the extent the law and contracts allow.
This OEM warranty is passed on to the End User, either through us or directly from the OEM.
You are responsible for knowing the OEM’s warranty terms before you enter into this Contract and for following them fully.
4.2 Our Limited Warranty
- Cognitech(UK) Ltd guarantees that for 28 days after delivery, the Goods will meet the specifications listed by the OEM in their official product data sheet—this is our Limited Warranty.
4.3 Warranty Claims Beyond 28 Days
- If the Goods are outside of our 28-day Limited Warranty, you must contact the OEM directly for any warranty claims or support.
4.4 Disclaimer of Other Warranties
- This Limited Warranty replaces all other guarantees or conditions—whether implied by law or common practice—about the quality of the Goods.
This means we exclude any other warranties, including those under the Sale of Goods Act 1979, as much as the law allows.
5. Acceptance and Returns Procedure
5.1 Liability Limits
Cognitech(UK) Ltd is not responsible for any damage, shortage, or other issues with the Goods unless you follow the rules in this clause and the warranty clause 4.
5.2 Checking for Damage, Shortages, and Invoice Issues
- When you receive the Goods, you must inspect the packages immediately.
- You need to write down any damage, shortages, or discrepancies on the delivery note before you sign it.
- If you sign without noting problems, Cognitech(UK) Ltd won’t be responsible for any claims about missing or damaged Goods later.
- If there is a mistake on the invoice, you must notify Cognitech(UK) Ltd in writing within 14 days of the invoice date, or it will be considered accepted.
- You must tell Cognitech(UK) Ltd customer services in writing within 48 hours if:
- There are shortages, damage, or picking errors with the Goods, as noted on the delivery note.
- Goods weren’t delivered as expected.
- If you don’t follow these rules, Cognitech(UK) Ltd will not accept responsibility for those issues.
- If Cognitech(UK) Ltd accepts the claim, they will either replace the Goods or credit you for the cost, at their discretion.
5.3 Returns for Defective or Faulty Goods
- Cognitech(UK) Ltd only accepts returns for Goods that fail right on installation (“Dead on Arrival” or DOAs) or those that fail within the Limited Warranty period (“Faulty Goods”).
- You cannot return Goods without Cognitech(UK) Ltd’s prior written permission and a Return Merchandise Authorisation (RMA) number.
- When returning DOAs or Faulty Goods:
- Follow Cognitech(UK) Ltd’s return procedures and do so within the warranty period.
- Provide full details about the defect and allow Cognitech(UK) Ltd to inspect the Goods if requested.
- Cognitech(UK) Ltd decides whether to issue credit after verifying the returned Goods.
- If you return Goods without an RMA, Cognitech(UK) Ltd may charge a handling fee or refuse the return.
5.4 Other Return Conditions for DOAs and Faulty Goods
- If Cognitech(UK) Ltd finds the Goods are not covered by the warranty, you will pay Cognitech(UK) Ltd’s costs related to the return.
- Returns will follow the original manufacturer’s warranty rules. You must follow their instructions and Cognitech(UK) Ltd’s.
- You are responsible for transportation and insurance costs for returned Goods.
- You cannot return Goods that Cognitech(UK) Ltd does not consider faulty or under warranty.
5.5 Return Delivery Requirements
- Goods returned under an RMA must be:
- Delivered to Cognitech(UK) Ltd within 14 days of the RMA being issued.
- In the original packaging.
- Accompanied by documents showing the fault and quoting the RMA number.
- If you don’t follow these return rules, Cognitech(UK) Ltd may charge a handling fee or refuse to accept the returned Goods.
6. Price
6.1 Price Validity
- Cognitech(UK) Ltd’s prices for Goods and Services (“Price”) are only valid if accepted within any time period stated.
- Cognitech(UK) Ltd can change the quoted price any time before the Goods are dispatched.
6.2 When Cognitech(UK) Ltd Can Increase the Price
Cognitech(UK) Ltd can raise the price after telling the Buyer if any of the following happen:
- The Buyer asks for changes to the order (like quantity, specifications, or delivery date) either before or after the Contract is made.
- Cognitech(UK) Ltd has to follow new laws or regulations, or their suppliers raise prices.
- The Buyer causes delays or changes to the supply of Goods or Services.
- Cognitech(UK) Ltd faces new or unexpected import duties after the Contract is made.
- The original equipment manufacturer (OEM) raises the price between Cognitech(UK) Ltd receiving the order and dispatch.
- The Buyer delays Cognitech(UK) Ltd by not providing accurate or timely information or instructions.
6.3 Additional Costs Not Included
- Unless agreed in writing otherwise, the Price does not include:
- Delivery charges
- VAT
- Customs, excise duties, or other taxes
- These extra costs will be added to the invoice at the rates in effect on the dispatch date.
6.4 Price If Buyer’s Order Doesn’t Specify Price
- If the Buyer’s purchase order does not state the Price, the Price will be based on Cognitech(UK) Ltd’s current published price list at the time Cognitech(UK) Ltd accepts the order.
7. Payment
7.1 Payment Terms
- The Buyer must pay all charges within 30 days after the end of the month in which Cognitech(UK) Ltd issues the invoice (unless another payment term is agreed in writing).
7.2 Late Payment Charges
- If the Buyer pays late, they must pay:
- Interest at 4% above Barclays Bank’s base rate, accruing daily from the due date until payment is made.
- An administration fee of 5% of the total amount due.
- Interest and fees are added on top of the overdue amount.
7.3 Payment Currency and Method
- Payments must be made in pounds sterling, immediately when due, with no deductions or withholding for any reason.
- If a different currency is agreed in writing before the Contract, payment must be made by telegraphic transfer to the account Cognitech(UK) Ltd specifies.
7.4 Right of Set-Off
- Cognitech(UK) Ltd can deduct any amounts it owes the Buyer (such as rebates) from what the Buyer owes Cognitech(UK) Ltd.
7.5 Payment Timing
- Paying on time is a critical condition of the Contract.
7.6 Indemnity for Breaches
- The Buyer must cover all costs Cognitech(UK) Ltd incurs due to the Buyer’s failure to meet these payment terms or other conditions.
7.7 Changes to Payment Terms (Relevant Event)
Cognitech(UK) Ltd may change payment or credit terms if:
- Cognitech(UK) Ltd learns the Buyer’s credit has worsened to an unacceptable level;
- Cognitech(UK) Ltd considers the Buyer’s financial position unacceptable; or
- Cognitech(UK) Ltd’s trade insurers require changes.
7.8 Withdrawal of Credit
- Cognitech(UK) Ltd can withdraw any credit facilities (such as payment on credit) at any time without notice.
7.9 Termination of Relationship
- If the Buyer-Cognitech(UK) Ltd relationship ends for any reason, all unpaid amounts become immediately payable.
8. Retention of Title and Risk
8.1 Risk
- The risk (responsibility for loss or damage) of the Goods passes to the Buyer as soon as the Goods are delivered.
8.2 Ownership (Title)
- Ownership of the Goods (legal title) only transfers to the Buyer when:
- Cognitech(UK) Ltd has received full payment for the Goods, and
- Cognitech(UK) Ltd has received payment for any other debts the Buyer owes to Cognitech(UK) Ltd, or
- The Buyer resells the Goods to someone else (in which case ownership passes as explained below).
- Software is excluded — its ownership never transfers to the Buyer.
8.3 Buyer’s Obligations Until Ownership Passes
Until the Buyer fully owns the Goods, the Buyer must:
- Hold the Goods as custodian (bailee) for Cognitech (UK) Ltd;
- Store Goods separately and clearly identify them as Cognitech(UK) Ltd’s property;
- Take reasonable care of the Goods and keep them in good condition;
- Insure the Goods with a reputable insurer against all risks for at least the full price, noting Cognitech(UK) Ltd’s interest;
- Not remove or change any marks or packaging on the Goods;
- Inform Cognitech(UK) Ltd promptly if the Buyer becomes insolvent or likely to become insolvent;
- Provide Cognitech(UK) Ltd with any requested information about the Goods.
8.4 Resale Before Ownership Passes
- The Buyer may resell or use the Goods in the normal course of business before paying Cognitech(UK) Ltd in full.
- When the Buyer resells the Goods:
- The Buyer sells as principal, not as Cognitech(UK) Ltd’s agent;
- Ownership passes to the Buyer immediately before the resale (i.e., Cognitech(UK) Ltd’s ownership passes to Buyer just before the resale).
8.5 If the Buyer is Insolvent Before Ownership Passes
- If the Buyer informs Cognitech(UK) Ltd or Cognitech(UK) Ltd reasonably believes the Buyer is or will become insolvent, and Goods are still with Buyer:
- The Buyer’s right to resell or use the Goods stops immediately;
- Cognitech(UK) Ltd may choose either to:
- Transfer ownership to the Buyer, or
- Demand the Buyer return the Goods at Buyer’s cost, and if the Buyer refuses, Cognitech(UK) Ltd may enter the Buyer’s premises and repossess the Goods.
8.6 Notification to Third Parties
- If the Buyer uses factoring, invoice discounting, or similar finance methods involving the sale or security of debts, the Buyer must notify the finance company that:
- Cognitech(UK) Ltd retains ownership of the Goods until full payment;
- The Buyer does not own the Goods outright until the invoice is fully paid.
9. Limitation of Cognitech(UK) Ltd's Liability
9.1 Insurance Coverage
- Cognitech(UK) Ltd has insurance for claims up to the value of the contract.
- Cognitech(UK) Ltd cannot get insurance for certain losses (e.g., damage to Goods in transit) at a reasonable cost.
- Buyer is responsible for their own insurance for any losses beyond Cognitech(UK) Ltd’s coverage.
9.2 Scope of Liability Limits
- The limits on Cognitech(UK) Ltd’s liability apply to all types of legal claims related to the contract, including contract breaches, negligence, misrepresentation, or other legal theories.
9.3 Non-Limitable Liabilities
- Cognitech(UK) Ltd cannot limit or exclude liability for:
- Death or personal injury caused by Cognitech(UK) Ltd’s negligence.
- Fraud or fraudulent misrepresentation by Cognitech(UK) Ltd.
- Breach of implied terms about title or quality under the Sale of Goods Act 1979.
- Defective products under the Consumer Protection Act 1987.
9.4 Maximum Liability
- Apart from the above, Cognitech(UK) Ltd’s total liability to the Buyer will not exceed:
- The contract price related to the claim, or
- £500, whichever is greater.
9.5 Liability for Goods in Transit
- For loss, theft, or damage to Goods or Buyer-Owned Goods while in transit with Cognitech(UK) Ltd’s nominated carrier, Cognitech(UK) Ltd’s liability is limited to the carrier’s insurance terms and limits.
- The Buyer can request details of the carrier’s insurance at any time in writing.
9.6 Types of Loss Cognitech(UK) Ltd Does Not Cover
Cognitech(UK) Ltd does not cover losses like:
- Lost profits or business opportunities;
- Wasted expenses;
- Loss of contracts or anticipated savings;
- Loss or corruption of software/data;
- Loss of goodwill or discounts;
- Penalties or fines caused by delivery delays or failures;
- Costs related to product recalls;
- Any indirect, special, or consequential losses.
9.7 Survival of Clause
- These liability limits remain effective even after the contract ends.
10. Confidentiality
10.1 Keeping Information Secret
- Both parties agree not to share any confidential information about the other party’s business, customers, clients, or suppliers.
- This obligation lasts during the contract and for 3 years after it ends.
10.2 When Sharing Is Allowed
- Confidential information can only be shared:
(i) With employees, officers, representatives, or advisers who need to know the information to help perform the contract.
- Those people must also follow these confidentiality rules.
(ii) If required by law, court order, or government authority.
10.3 Cognitech(UK) Ltd’s Disclosure for Financing
- Cognitech(UK) Ltd may share details of the contract or Buyer’s confidential information with its advisers only to help with Cognitech(UK) Ltd’s financing arrangements.
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10.4 Limited Use of Information
- Neither party can use the other’s confidential information for anything other than fulfilling the contract.
11. Force Majeure
- Cognitech(UK) Ltd won’t be responsible for any loss or damage, and may cancel or end a contract, if something happens beyond Cognitech(UK) Ltd’s control that stops or delays Cognitech(UK) Ltd from fulfilling its obligations. This includes events like delays or failures by suppliers or subcontractors, natural disasters (like floods, fires, or accidents), wars or threats of war, strikes or labor disputes, government restrictions or regulations, and shortages of materials or labor.
- If any of these events cause Cognitech(UK) Ltd to have less stock than needed to fulfill orders, Cognitech(UK) Ltd may fairly divide the available stock among customers as it sees fit.
12. Services
- You can ask us to provide services related to the goods we supply or any of your own goods we’re working with. Once we accept your order, we’ll do our best to deliver those services as agreed.
- If our services need to be done at your site or your customer’s site, you’ll need to:
- Prepare the site and work with us to meet any instructions and timelines.
- Provide a safe and suitable working area for us and anyone we send.
- You’ll give us and our team access to the site when agreed, and please don’t delay or refuse access without a good reason.
- If you don’t prepare the site properly or delay access, we may need to charge you for any extra costs that causes.
- We promise to carry out the services with reasonable skill and care, and to follow any service details listed in your order as much as we can.
- Any dates we give for completing services are estimates — we’ll try our best to meet them, but they’re not guaranteed.
- If you think the services we provided don’t meet the promised standards, please tell us in writing within 10 days of completion.
- If you notify us on time and there’s an issue, we’ll fix the problem by either:
- Re-doing the service,
- Replacing the goods involved, or
- Refunding you for the defective service.
- These are the only remedies available for service issues.
- Aside from these promises, we don’t make any other guarantees about the services.
- Sometimes we may need to change the services to comply with laws or safety rules. If that happens, we’ll let you know, but it won’t change the overall nature or quality of the services.
- We’re not responsible if the goods become faulty unless it’s caused solely by our actions. If the goods are faulty, you’ll need to reorder the services.
- If your order includes configuration (setting up or customizing goods), you’re responsible for making sure your order and specifications are correct and that the goods will work with your existing systems. We provide this service based on your instructions and don’t guarantee it will meet your specific needs.
- Any of your property or goods we hold or transport are at your risk, so please make sure they’re insured.
- If you leave any of your property or goods with us before we start or after we finish the services, we may charge you a reasonable fee for storing them.
13. Data Protection
- Sometimes, when we provide services, we’ll process personal data on your behalf. In this case, you’re the “Data Controller” (you decide how the data is used) and we’re the “Data Processor” (we follow your instructions).
- You guarantee that:
- You have all the necessary permissions and notices from people whose personal data you share with us.
- Any instructions you give us about personal data follow all relevant data protection laws.
- You have checked and are happy that we handle data properly for the purposes you need.
- We will only process personal data according to your instructions and won’t use it for any other reason.
- We will take reasonable steps to make sure only reliable employees access personal data.
- Both of us promise to comply with all relevant data protection laws.
- We commit to keeping personal data safe by using appropriate technical and organizational security measures, considering the risk and type of data.
- We may engage trusted third parties (“sub-processors”) to help with data processing. Before they handle your data, we’ll ensure they agree to the same data protection standards and remain responsible for their actions.
- If either of us fails to meet these data protection promises, we agree to cover any related costs or claims that arise.
- Because we act on your instructions, we won’t be responsible for any data protection claims caused directly by those instructions.
- We may transfer your data outside the European Economic Area (EEA), but only with proper legal safeguards in place, following data protection laws.
- If we receive any requests from individuals about their personal data or discover a data breach, we’ll promptly inform you and pass on any details you need.
14. General
14.1 You (the Buyer) are responsible for following all applicable laws related to waste electrical equipment, packaging, and batteries. Cognitech(UK) Ltd is not responsible for these laws.
14.2 You agree to comply with important laws including:
- (i) The UK Bribery Act 2010 (and similar laws where you operate). This means you won’t offer or give bribes or improper payments to anyone to gain business or advantage. This commitment also applies in your dealings with Cognitech(UK) Ltd, its suppliers, and others.
- (ii) The Modern Slavery Act 2015 (and similar laws). You confirm that neither you nor your team or subcontractors are involved in modern slavery or related offenses, and you are not under investigation for such matters.
- (iii) Cognitech(UK) Ltd’s Third Party Code of Conduct, which you can review here.
14.3 Cognitech(UK) Ltd may transfer its rights or responsibilities under any contract to another party. You cannot do this without Cognitech(UK) Ltd’s written permission.
14.4 If Cognitech(UK) Ltd doesn’t enforce any part of the contract right away, that doesn’t mean Cognitech(UK) Ltd waives its right to enforce it later.
14.5 If any part of these terms is found to be invalid or unenforceable, the rest of the terms will still apply.
14.6 Cognitech(UK) Ltd’s rights under this contract are in addition to any other legal rights it may have.
14.7 Cognitech(UK) Ltd can update or change these terms at any time. You’re responsible for checking and staying updated by visiting Cognitech(UK) Ltd’s website or requesting a copy.
14.8 These terms don’t give any rights to anyone other than you (the Buyer) and Cognitech(UK) Ltd.
14.9 The contract is governed by English law, and any disputes will be handled by the courts of England and Wales.
14.10 Cognitech(UK) Ltd may monitor and record communications with you (phone calls, emails, etc.) for quality, training, crime prevention, and to check instructions.
14.11 Unless Cognitech(UK) Ltd or the original manufacturer agrees in writing, you agree not to:
- Copy or manufacture the Goods; or
- Modify, reverse engineer, or tamper with the Goods.
14.12 You acknowledge that the Goods and Services may be subject to export controls from the US, EU, and other authorities. You agree to comply with all relevant export laws.
14.13 You must not export or transfer Goods or Services without proper government approval to countries under trade embargoes or to restricted individuals or entities listed by US or other authorities.
14.14 Goods or Services cannot be used by anyone involved in weapons of mass destruction programs, including nuclear, missile, chemical, or biological weapons activities.
Cognitech(UK) Limited
Telephone 01635 734920
Registered Office: 71-75 Shelton Street, Covent Garden, LONDON, WC2H 9JQ
Registered in England No 16370309
VAT Registration No 492 1590 77
www.cognitech.uk