This document, and the documents to which it refers, define the terms of the agreement by which we provide you with goods and/or services.

For purchase of goods, our terms for supply of goods apply.
For purchase of services, our terms for supply of services apply.

If you are not happy with any of the terms or require any clarification of the terms please contact us. Whilst this is a standard contract, we are happy to consider changes generally or to meet your specific circumstances. Where we agree a variation to this standard agreement it must be in writing signed by a director, or an email electronically signed by a director, and such changes will take precedence over these terms.

Interpretation
This agreement is written in plain English and should be read as such. This agreement is subject to English law.

We have used the terms we, us, our, etc to mean Worcester Networks, and you, your, etc to mean the customer to whom we are providing goods and/or services.

We have tried to make the terms in this agreement general and easy to understand. The terms should be read as a statement of what we have intended and read to the full extent that the law permits. If a term is not valid in some context, it should be read to the full extent that it is valid, or possibly only applying to a narrower context which allows it to be valid.

Liability
We understand that ongoing operation of goods and/or services we provide can be important to you but we expect you to understand that such goods and services can fail for a variety of reasons. As such we expect you to take whatever precautions or insurances against such failure as you see fit, including situations where we may be negligent.

If we are negligent, then we accept that we have liability. We require you to prove we have been negligent in such cases. We limit our liability to a refund of the amount paid for the failed goods or services. In the case of on-going services this is pro-rata for the period the service was not adequately provided.

Liability for any other reason is also limited to a refund of the amount paid (pro-rata for ongoing services).

Prices
Unless we say otherwise, prices quoted exclude VAT which will be added to your invoice. The web site is not to be taken as an offer in the contractual sense. Postage (plus VAT) is added where applicable.

Payment
For ongoing services you can be billed in advance either monthly (for payment by standing order on the 1st, or credit card authority), or quarterly on 30 day terms, at your choice. You must ensure your payment quotes our account reference for you as quoted on your invoice or other documentation. This is to be written on the back of cheques sent, or included as a reference in any BACS payments. The payment will then be applied in full to the one specified account. We may return or destroy any payments not so identifed which may result in late payment penalties being applicable and/or suspension of service. If we process a payment that does not have a reference then we reserve the right to charge a £10.00 admin fee for the work involved in locating the relevant account.

Payment terms are calendar days and payment must actually reach our offices or our bank by the due date - so allow time for your payment to reach us. It is your responsibility to ensure payment reaches us, and does so on time.

Invoices issued for payment due now must be paid promptly, and no later than 7 days from issue of the invoice. We consider this to be sufficient time for a cheque, BACS transfer or other form of payment even allowing for bank holidays, etc. Where we have not yet supplied goods or services invoiced, then payment of an invoice marked due now is a condition before which we will provide the goods or services.

For business customers, late payment interest and penalties are charged in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 as amended. This is a policy in line with The Better Payment Practice Campaign as promoted by H M Customs & Excise. Note that this includes statutory compensation for late payments between £40 and £100 per late invoice in addition to interest charges at 8% above base lending rates, so it is wise to pay on time. All payments received are applied on account as the date they are received, clearing debts in strict order of due date. This applies to all commercial contracts in the UK, not just us.

For the purposes of the Late Payment of Commercial Debts (Interest) Act 1998, where payment is required partly in advance and partly in arrears, such as a quarterly invoice on 30 day terms which is 30 days in arrears and the rest in advance, then the invoice shall be treated as two separate debts with part payment due for part of the period as per section 11(2) of the Act. Failure to pay for at least the period which is in arrears by the due date of the invoice will result in a liability for the £40 to £100 penalty applicable for late payment.

If we give you credit, we are doing this because we recognise that many businesses have a complex systems for signing off and paying invoices, and that people can be on holiday, or sick, etc. It is not because we wish to operate as a bank and lend money and it should not be used as a means to obtain goods and services when you can't afford them. As such we do not expect you to deliberately wait to the last moment you think you can send payment and still be within terms. If you do, and miss the date even by one day we will not have any sympathy with such a policy and will charge late payment penalties as the law permits.

Changing these terms
You cannot change these terms and conditions, and you cannot assign this agreement to anyone else. We may change the terms and conditions, and any associated rules. We will put the new versions on our web pages. We may also assign the agreement to any other party after giving you one month's notice.

If we make a change of the conditions that is to your detriment, and you wish to terminate the service as a result, then this operates in much the same way as a price increase for an ongoing service. You must notify us that you are terminating because of the change in the first peiod of service following the change, and we will treat that period as operating under the previous version of these terms.

How we communicate
General information, including these terms and conditions, will be made available on our web pages from time to time.

We may use email to communicate changes, including any changes to terms and conditions or policies or other important information. You must check our web pages, or read email to ensure you are aware of such information.

You may contact us using our published email, fax, telephone or postal information. You are responsible for ensuring any email, fax or letter reaches us, and we consider your communication valid on the date and time it reaches us and not when it was posted or sent.

Invoices and late payment reminders are normally sent by email to the address you have advised to us for your accounts department. You can change the email address to which they are sent whenever you like by contacting us.