Definitions and interpretation
In these terms and conditions, unless the context otherwise requires, the following definitions shall apply:
"Business Day" means a day (other than a Saturday, a Sunday or a public holiday) on which clearing banks are open for all normal banking business in the city of London;
"Commencement Date" means the date when RS will start supplying the Services to the Customer;
"Conditions of Sale" means:
(i) in respect of core products, RS’s standard terms of sale from time-to-time, as set out at Terms and Conditions of Sale; or
(ii) in respect of Product Plus products, RS’ standard terms of sale for Product Plus, as set out at Terms and Conditions of Product Plus;
“Customer” shall be as defined in the Framework Agreement;
“RS ConnectPoint® Services” or “Services” means the RS ConnectPoint® Terminal and the RS ConnectPoint® Software together;
“RS ConnectPoint® Software” means the user interface software installed on the Connect Point Terminal;
“RS ConnectPoint® Terminal” means the physical plinth and portable computer provided to the Customer by RS; and “Technical Specifications” means the minimum technical specifications that the Customer must comply with at all times in order to be able to make use of the Services, as further set out in Appendix 1.
2.1 Subject to the provisions of clause 2.3, RS agrees to provide the RS ConnectPoint® Services to the Customer.
2.2 RS and the Customer will agree the delivery or pick up locations and timing.
2.3 The Customer shall:
(i) comply at all times with the Technical Specifications.
(ii) keep the RS ConnectPoint® Terminal secure, in good condition and shall avoid damaging the RS ConnectPoint® Terminal;
(iii) only use the RS ConnectPoint® Services for its own internal business purposes;
(iv) ensure that the RS ConnectPoint® Terminal is included in the portable appliance testing carried out at the Customer’s site (and otherwise comply with the requirements of the Electricity at Work Regulations in respect of the RS ConnectPoint® Terminal; and
(v) ensure no viruses (or other limiting or disabling code designed to be harmful to information technology systems or data) are introduced to the RS ConnectPoint® Services (including, without limitation, by the use of up to date anti-virus software).
2.4 Access to the RS ConnectPoint® Terminal shall be through a unique PIN number. During implementation, Customer users wishing to purchase via RS PurchasingManager™ will be setup with a £0 spend limit by default, with requests being routed to appointed approvers within the Customer organisation. The Customer shall have full administrator responsibility thereof and shall be entitled to amend the associated spend limit at its sole risk.
2.5 If the RS ConnectPoint® Terminal malfunctions, the Customer shall promptly notify RS and RS shall endeavour to repair it.
2.6 Title to the RS ConnectPoint® Terminal shall remain with RS. Risk in the RS ConnectPoint® Terminal shall pass to the Customer on delivery of the RS ConnectPoint® Terminal. Accordingly, if the RS ConnectPoint® Terminal is lost, stolen or damaged whilst in the possession or under the control of the Customer (or its employees, consultants or agents), RS shall be entitled to request that the Customer pay to RS on demand the amount required to replace RS ConnectPoint® Terminal (with the same or any later version).
2.7 The Customer acknowledges that:
(i) any RS tools (for example Live Chat, Quick Finder, Purchasing Manager) accessed via the RS ConnectPoint® Terminal that are the subject of separate terms and conditions shall be governed by those separate terms and conditions; and
(ii) any product sales are governed by the Conditions of Sale.
3.1 Either Party may terminate the RS ConnectPoint® Services on 30 days’ notice.
3.2 In addition, the Services shall terminate in the event of termination of the Framework Agreement.
3.3 On termination, the Customer shall arrange for the RS ConnectPoint® Terminal to be returned to RS and shall cease to use the RS ConnectPoint® Services.
3.4 RS does not warrant that use of the RS ConnectPoint® Services will be uninterrupted or error free. In particular, the Customer acknowledges that it will need to ensure it has a working internet connection in order to use the RS ConnectPoint® Services.
3.5 RS’s liability under or in connection with the Services shall be limited to £1,000.