1. Definitions

In these Terms and Conditions the following expressions have the following meanings:

Clase Connected / we / us / our	Clase Connected Ltd (registered number 3074862) whose registered office is at Unit 2 Mornington Place, Waterberry Drive, Waterlooville, Hampshire, PO7 7XX, UK.
Client / you / your	Any company, partnership, practice or person requiring or obtaining the Goods or the Services offered or carried out by Clase Connected.
Contract	Any contract between Clase Connected and the Client for the provision of the Goods and/or the Services, incorporating these Terms and Conditions together with any applicable Schedule or Order Confirmation.
Goods	Those goods to be supplied to the Client by Clase Connected (including any part or parts of them) as set out in the Schedule or Order Confirmation.
Intellectual Property Rights	Patents, rights to inventions, copyright, trade marks, trade names, domain names, rights in designs, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, whether registered or unregistered.
Order Confirmation	Clase Connected's written confirmation accepting the Client's order, which together with these Terms constitutes the Contract.
Schedule	The schedule to the Contract setting out the particulars of the Contract.
Services	The scope of work identified in the Schedule, including any technical support, installation, configuration or engineering services to be carried out in accordance with the Schedule.
Term	The period specified in the Schedule or Order Confirmation.

2. Basis of Contract

2.1 All quotations are made, and all orders are accepted, only subject to these Terms and Conditions, which shall govern the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2 A quotation by Clase Connected does not constitute an offer. A quotation shall only be valid for 30 days from its date, or such other period as stated on the quotation face, unless previously withdrawn.

2.3 The Contract is formed when Clase Connected issues an Order Confirmation, or (if earlier) when Clase Connected begins to perform the Services or dispatch the Goods.

2.4 Any descriptive specifications, drawings, particulars of weights and dimensions, performance data and advertising materials issued by Clase Connected are approximate only and intended to give a general description. They do not form part of the Contract and no warranty is given in respect of them.

3. Orders and Special Materials

3.1 Orders for goods that are built-to-order, non-stocking items or items ordered to special requirements are accepted only on the condition that cancellation or return cannot be accepted once the order has been placed with the manufacturer or supplier.

3.2 Clase Connected reserves the right to refuse any order without giving reasons.

3.3 The Client is responsible for ensuring the accuracy of any specifications, drawings or other information submitted with its order and for ensuring that the Goods and/or Services will meet its requirements.

4. Prices

4.1 All prices in our catalogues and price lists are subject to alteration or withdrawal without notice. The price payable for Goods and/or Services shall be the price set out in the Order Confirmation or, if no price is quoted, the price set out in Clase Connected's published price list at the date of delivery.

4.2 Where prices are quoted excluding VAT, the current rate applicable at the time of invoice will be charged in addition.

4.3 Clase Connected reserves the right to increase the price of Goods and/or Services to reflect any increase in the cost of supply that is beyond Clase Connected's reasonable control, including increases in the cost of materials, carriage, duties or exchange rates, provided that it gives the Client reasonable notice of any such increase.

4.4 Freight, packing and insurance charges will be added to quoted prices where applicable, unless otherwise agreed in writing.

5. Terms of Payment

5.1 Unless otherwise agreed in writing at the time of the order, payment is required on or before the dispatch date.

5.2 A credit account may be established at Clase Connected's discretion, subject to receipt of satisfactory trade references and one bank reference. Where a credit account is granted, invoices are due for full settlement within 30 days of the invoice date.

5.3 Without prejudice to any other rights available to Clase Connected, if any invoice remains unpaid 14 days following the due date:

• Clase Connected retains the right to charge statutory interest on the outstanding balance (both before and after judgement) at the rate of 8% plus the current Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998;
• Clase Connected may suspend the provision of any further Services and/or the supply of any further Goods until all outstanding amounts are paid in full; and
• Clase Connected reserves the right to treat the Contract as terminated if payment remains outstanding beyond 30 days after the due date.

5.4 The Client shall make all payments in full without any deduction, withholding, set-off, counterclaim, discount or abatement, unless the Client has a valid court order requiring an amount equal to such deduction to be paid by Clase Connected to the Client.

5.5 Invoices will be raised in accordance with the agreed timetable as outlined in the Schedule or Order Confirmation.

5.6 Time of payment is of the essence of the Contract.

6. Delivery

6.1 Where a delivery period is named in the Schedule or Order Confirmation, Clase Connected will use its best endeavours to deliver the Goods in accordance with those provisions. However, time of delivery is not of the essence of the Contract.

6.2 Clase Connected shall not be liable for any loss or damage arising from failure to deliver by any particular date. Any delivery dates given are estimates only.

6.3 Where a delivery period is named and such period is not extended by mutual agreement in writing, Clase Connected reserves the right to require the Client to take delivery within the named period.

6.4 If the Client fails to take delivery of the Goods on the agreed delivery date (or, if no date is agreed, when the Goods are ready for delivery), then, without limiting its other rights:

• delivery shall be deemed to have been completed;
• Clase Connected may store the Goods at the Client's risk and expense; and
• Clase Connected may resell the Goods after giving the Client reasonable written notice.

6.5 Goods must be inspected upon delivery and prior to signing. Any damage or shortfall must be noted on the delivery documentation at the time of receipt. Documented evidence, including photographs of all external and internal packaging, should be submitted to Clase Connected at [email protected] within 24 hours of receiving the goods. Claims for damage in transit notified after this period may not be accepted.

7. Risk and Title of Goods

7.1 Risk in the Goods shall pass to the Client at the time of delivery. Where Goods are dispatched by Clase Connected, risk shall pass at the time of delivery to the Client's premises or nominated delivery address.

7.2 Where Goods are collected from Clase Connected premises by the Client or the Client's courier, risk shall pass at the time of collection.

7.3 Clase Connected does not accept any liability for loss or damage caused by any courier arranged by the Client.

7.4 Title to the Goods shall not pass to the Client until Clase Connected has received payment in full (in cash or cleared funds) for the Goods and any other sums due to Clase Connected from the Client on any account.

7.5 Until title to the Goods passes to the Client, the Client shall:

• hold the Goods on a fiduciary basis as Clase Connected's bailee;
• store the Goods separately from other goods and clearly identify them as Clase Connected's property;
• not destroy, deface or obscure any identifying mark on the Goods; and
• maintain the Goods in satisfactory condition, insured on Clase Connected's behalf for their full price against all risks.

7.6 If the Client becomes subject to any insolvency event before title to the Goods has passed, Clase Connected may at any time require the Client to deliver up the Goods and, if the Client fails to do so promptly, may enter the Client's premises to recover them.

8. Insurance for Goods in Transit

8.1 Where orders are collected from Clase Connected premises by the Client's courier, insurance for goods in transit is to be arranged by the Client.

8.2 Where Clase Connected arranges dispatch, goods will be dispatched with carrier's standard liability only. Clase Connected recommends that the Client arranges appropriate all-risks transit insurance for high-value orders.

9. Dispatch and Freight / Packing Charges

9.1 The time given for dispatch shall run from Clase Connected's formal acknowledgement of a written order. Clase Connected will use its best endeavours to dispatch on the date given, but accepts no liability for failure to do so.

9.2 Freight and packing charges will be added to quoted prices where applicable. Alternatively, goods may be collected from Clase Connected premises by prior arrangement.

10. Services

10.1 Where Clase Connected agrees to provide Services, it shall perform those Services with reasonable care and skill, in accordance with the Schedule and using suitably qualified personnel.

10.2 The Client shall:

• provide Clase Connected with such access to the Client's premises, vessels, systems and information as is reasonably required;
• ensure that all necessary third-party consents, licences and approvals have been obtained prior to Clase Connected commencing the Services;
• co-operate with Clase Connected in all matters relating to the Services; and
• promptly notify Clase Connected of any circumstances that may affect the performance or scope of the Services.

10.3 If Clase Connected's performance of the Services is prevented or delayed by any act or omission of the Client or its agents, Clase Connected may suspend performance, charge the Client for additional costs incurred, and (where the default is not remedied within 14 days of written notice) terminate the Contract without liability to the Client.

10.4 Remote connectivity services, satellite airtime, SIM-based services or subscription products are subject to the terms of the relevant third-party network or satellite operator, copies of which are available on request.

11. Warranty

11.1 Clase Connected passes on to the Client the full benefit of the manufacturer's warranty for the products it supplies. The scope of the warranty is product-specific — please see individual product documentation for details.

11.2 With all Warranty Claims, where applicable, Clase Connected requires all accessories and packaging to be returned with any faulty item to carry out full inspection, testing and to comply with manufacturers' terms of warranty.

11.3 The warranty specifically excludes:

• damage or misuse by whatever means;
• failure or product degradation resulting from the Client's failure to comply with manufacturers' operating instructions;
• external satellite and/or cellular services outside Clase Connected's control that affect the operation of equipment supplied;
• damage caused by unsuitable or non-approved third-party accessories or software; and
• any third-party supplied and/or manufactured product (which is subject to that manufacturer's own warranty terms).

11.4 Clase Connected accepts no liability for consequential losses incurred by any product failure.

11.5 Nothing in these Terms limits or excludes any warranty implied by law that cannot lawfully be excluded, including those implied by the Sale of Goods Act 1979 and the Supply of Goods and Services Act 1982.

12. Limitation of Liability

12.1 Nothing in these Terms shall limit or exclude Clase Connected's liability for death or personal injury caused by Clase Connected's negligence; fraud or fraudulent misrepresentation; or any matter in respect of which it would be unlawful to exclude or restrict liability.

12.2 Subject to clause 12.1, Clase Connected shall not be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for:

• any loss of profit, loss of revenue, loss of business, loss of anticipated savings, loss of data, or loss of goodwill;
• any indirect, special or consequential loss; or
• any loss arising from any satellite or telecommunications network outage, interruption or failure outside Clase Connected's reasonable control.

12.3 Subject to clause 12.1, Clase Connected's total liability to the Client in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total amount paid or payable by the Client under the Contract in the 12 months immediately preceding the date of the relevant claim.

12.4 This clause 12 shall survive termination of the Contract.

13. Intellectual Property

13.1 All Intellectual Property Rights in any materials, documentation, software, configurations or deliverables created by Clase Connected in the course of providing the Services shall remain vested in Clase Connected (or its licensors) unless expressly agreed otherwise in writing.

13.2 Clase Connected grants the Client a non-exclusive, non-transferable licence to use any such materials solely for the purposes of receiving the benefit of the Services.

13.3 The Client warrants that any materials supplied by the Client to Clase Connected for use in connection with the Contract do not infringe any third-party Intellectual Property Rights, and shall indemnify Clase Connected against all losses arising from any such infringement.

14. Cancellation

14.1 Once orders have been accepted by Clase Connected, they cannot be cancelled without Clase Connected's prior written agreement.

14.2 Where Clase Connected agrees to accept a cancellation, it reserves the right to raise a cancellation charge of up to 25% of the order value to cover costs already incurred.

14.3 For returned goods, a re-stocking fee of 25% applies in addition to any reasonable return carriage costs.

14.4 Returned goods must be in their original, unused condition with all original packaging and documentation. Clase Connected will not accept returns for goods that have been installed, configured, used or damaged.

15. Confidentiality

15.1 Each party undertakes that it shall not at any time during the Contract, and for a period of three years after termination, disclose to any third party any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 15.2.

15.2 Each party may disclose the other party's confidential information:

• to its employees, officers, agents, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under the Contract; and
• as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

15.3 Neither party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

16. Data Protection

16.1 Each party shall comply with its obligations under applicable data protection law, including UK GDPR and the Data Protection Act 2018, in connection with any personal data processed under or in connection with the Contract.

16.2 The Client's attention is drawn to Clase Connected's Privacy Policy, which explains how personal data relating to the Client's representatives and end users may be collected and processed.

16.3 Where Clase Connected processes personal data on behalf of the Client as a data processor, the parties shall enter into a separate data processing agreement on terms compliant with Article 28 UK GDPR.

17. Force Majeure

17.1 Neither party shall be in breach of these Terms or otherwise liable for any failure or delay in the performance of its obligations if such failure or delay results from events, circumstances or causes beyond its reasonable control, including acts of God, flood, drought, earthquake, extreme weather, epidemic or pandemic, terrorist attack, war, civil unrest, strikes or industrial action, failure of telecommunications networks, or any action taken by a government or public authority.

17.2 The party whose performance is affected shall promptly notify the other party and take all reasonable steps to mitigate the effects of the force majeure event.

17.3 If a force majeure event continues for more than 60 days, either party may terminate the Contract on 14 days' written notice without liability to the other party.

18. Prior Inspection

Inspection at Clase Connected's Waterlooville premises is invited prior to dispatch where appropriate. Arrangements should be made with Clase Connected's sales team in advance.

19. Termination

19.1 Without limiting its other rights or remedies, Clase Connected may terminate the Contract with immediate effect by giving written notice to the Client if:

• the Client commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within 14 days of being notified in writing to do so;
• the Client fails to pay any amount due under the Contract and remains in default after 14 days' notice to make such payment;
• the Client suspends or threatens to suspend payment of its debts or is unable to pay its debts as they fall due;
• the Client enters, or takes steps to enter, administration, liquidation, receivership, voluntary arrangement or any analogous procedure; or
• the Client undergoes a change of control.

19.2 On termination, the Client shall immediately pay all outstanding unpaid invoices and interest, and Clase Connected may invoice for any Goods delivered or Services performed but not yet invoiced.

19.3 Termination of the Contract shall not affect any rights, remedies, obligations or liabilities that have accrued at the date of termination.

20. Disputes Resolution Procedure

20.1 In the event of any dispute over the quality of the Goods supplied or the Services received, the Client will initially inform Clase Connected in writing within 4 weeks of receipt or the relevant event.

20.2 Clase Connected will undertake a full review of all complaints received and offer a written report within 4 weeks of receipt of the complaint.

20.3 The parties shall attempt to resolve any dispute through good-faith negotiation before resorting to litigation. Where a dispute cannot be resolved through negotiation, the parties may agree to refer the matter to mediation before commencing proceedings.

21. General and Legal Construction

21.1 The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall in all respects be construed to operate as an English contract and in conformity with English Law.

21.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation.

21.3 If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms.

21.4 A waiver of any right or remedy under these Terms or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

21.5 These Terms constitute the entire agreement between the parties and supersede all previous agreements, promises, warranties, representations and understandings between them, whether written or oral, relating to the subject matter of the Contract.

21.6 Nothing in these Terms is intended to establish any partnership or joint venture, constitute any party the agent of another, or authorise any party to make commitments on behalf of any other party.

21.7 Any notice or other communication given under or in connection with the Contract shall be in writing and delivered by hand, pre-paid first-class post, recorded delivery, or email to the address specified in the Schedule or Order Confirmation.