Terms and Conditions

Argos Business Solutions - Terms and Conditions - March 2011

(A) ABS (Trading as Homebase for Business) provides corporate services in the form of vouchers, goods and services through various means of delivery including direct orders placed with ABS, internet orders and use of the ABS Business Account Card. Full details of other Services available can be found by visiting www.argosforbusiness.co.uk  

(B) These Terms apply to Clients whether dealing with ABS through one of its websites, by telephone, in person or otherwise to the exclusion of all other terms (see clause 15.9).

Clients should read these Terms carefully and retain a copy as a record.

Clients should also read ABS' Privacy Policy explaining the use of personal information by ABS. A copy of ABS' Privacy Policy can be obtained by visiting the link at the bottom of the www.argosforbusiness.co.uk  website.

1 Interpretation

1.1 In these Terms:
ABS means Argos Business Solutions Limited (a wholly owned subsidiary of Home Retail Group);

Business Account Card/Card means a card issued by ABS for use for the purchase of Goods in accordance with the provisions of these Terms, also known as a ‘Corporate Link’ card

Card Holder means a person issued with a Card at the request of the Client

Card User means, where a Card has been issued to the Client, a person authorised by the Client to use such a Card

Client means the person, firm, company, partnership or other organisation whose Order for Vouchers, Goods or Services is accepted by ABS in accordance with the Terms

Client Control Document or CCD means either the quotation document and/or other document(s) entitled "client control document(s)" appended to this document detailing the Goods, Vouchers and/or Services and price(s) at which ABS has agreed to provide Goods, Vouchers and/or Services to the Client

Goods means the products (including any instalment of the goods or any part of them) which ABS is to supply to the Client in accordance with the Terms

Home Retail Group means Argos Ltd, Homebase Ltd, Argos Business Solutions, Home Retail Group Card Services, Home Retail Group Personal Loans Limited, Home Retail Group Insurance Services Limited, Home Retail Group Card Transactions Limited. A full list of companies is available upon request from the Company Secretary, Home Retail Group, 489-499 Avebury Boulevard, Central Milton Keynes MK9 2NW.

Order means the Client's purchase order, howsoever the order is placed, including whether in Writing or at the Client's option by electronic data interchange or E-mail or by use of the Business Account Card

Order Form means the form detailing an Order

Services means any services to be provided by ABS to the Client in accordance with the Terms

Terms means the standard terms and conditions set out in this document, the Client Control Document, any specific terms included on the Business Account Card and (unless the context otherwise requires) includes any special terms and conditions agreed in Writing and signed by the authorised representatives of both parties

Vouchers means the Argos gift vouchers, Homebase gift vouchers or such other gift vouchers as agreed with the Client available in various denominations which ABS is to supply to the Client either in paper or electronic format in accordance with the Terms

Website means the ABS website used by potential clients to apply to become Clients subject to these Terms, to inform Clients of changes to the Terms and Privacy Policy and for Clients, to place Orders and to do all such other things as the Website may provide for from time to time

Writing includes telex, cable, facsimile transmission, e-mail and comparable means of written communication.

2 Basis of Purchase

2.1 We reserve the right to change the Terms at any time. Any changes will take effect when posted on the Website (see date at the top) and it is the responsibility of the Client to read the Terms on each occasion the Website is used or an Order is placed with us and each Order placed with us shall signify the Client's acceptance to be bound by the latest Terms.

2.2 By using the Website and/or placing an Order with us the Client confirms that it is doing so in the course of business and not as a consumer and have authority to bind any business on whose behalf the Client uses the Website and/or places an Order.

2.3 Goods, Vouchers and Services shall be sold or provided by ABS and purchased by the Client in accordance with the Terms, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any Order is made, or purported to be made, by the Client.

2.4 ABS' employees or agents are not authorised to make any representations concerning the Goods, the Services or the Vouchers unless confirmed in Writing by ABS. By entering into the Terms, the Client acknowledges that it does not rely on, and waives any claim for breach of, any such representation which is not so confirmed save that nothing shall exclude ABS' liability for fraudulent misrepresentation.

2.5 Goods and Vouchers may not be resold to a third party without prior agreement in Writing from ABS.

2.6 Goods are designed and supplied for domestic use within the UK and the Client shall ensure that they are used in an appropriate manner and environment, and where it intends to deal with or use the Goods in a business or other non domestic environment it shall have the appropriate insurance cover in place.

2.7 Vouchers are to be used in Argos or Homebase stores in mainland UK and may be subject to separate restrictions stated on the Vouchers from time to time.

3 Orders and Specifications

3.1 No Order submitted by the Client shall be deemed accepted by ABS unless and until the later of a Client Control Document and/or Order Form being returned to the Client by ABS or, in the case of an Order via the Website or by telephone, on despatch to the Client of the Goods or Vouchers ordered and in each case unless ABS has notified the Client that ABS does not accept the Order or the Client has cancelled it. The Order shall be accepted only for those Goods, Services or Vouchers described in the Client Control Document and/or Order Form and in accordance with the Terms.

3.2 The Client is responsible to ABS for ensuring the accuracy of the details of the Client Control Document and Order Form and the quantity, quality, description and specification of Goods, Services or Vouchers and for giving ABS any necessary information relating to the Order within a sufficient time to enable ABS to perform its obligations in accordance with the Terms. The quantity, quality and description of and any specification for the Goods, Vouchers or Services shall be those set out in the Client Control Document and/or the Order Form. Any errors or omissions must be notified to ABS in Writing within seven days of receipt by the Client. ABS shall not be liable to the Client for any losses or liabilities resulting from errors or omissions in the information provided to us.

3.3 ABS reserves the right to supply without notice substitute Goods or Vouchers or make any changes to the Services, in order:

(a) to comply with any applicable safety or other statutory or EU requirement; or 

(b) due to the unavailability of supply of Goods, Vouchers or Services; or 

(c) for any other reason outside ABS' reasonable control. Goods, Vouchers or Services provided may vary in any way that does not materially affect the specification, quality or performance of the Goods, Vouchers or Services ordered.

3.4 No Order which has been accepted by ABS may be cancelled by the Client except with the agreement in Writing of an authorised representative of ABS and on terms that the Client shall indemnify ABS in full against all loss (including loss of profit, indirect loss, consequential loss) costs, damages, charges and expenses incurred by ABS as a result of such cancellation.

3.5 When shopping via the Website, by telephone or fax, the Order Form sets out the details of the Order which the Client is responsible for checking to ensure it is correct and shall amend it as necessary (if at all) before any final Order is submitted. After the Client has finalised the Order (and whether or not the Client has actually returned the Order Form) ABS may acknowledge the Order (by phone, fax or email). Please note that this acknowledgement is not an Order acceptance.

4 Price

4.1 The price of Goods, Services and Vouchers supplied to the Client shall be ABS' quoted price based on the Client Control Document and shall exclude ABS' charge for VAT, transport, or postage, and packaging which the Client shall be additionally liable to pay to ABS unless the Client is notified otherwise in Writing.

4.2 For Orders placed via the Website, the price paid by the Client is the price displayed on the Website at the time ABS receives the Order together with any applicable VAT, discount, delivery charges which may apply at the time of placing the Order. However, while ABS tries to ensure that all prices on its Website are accurate, errors may occur. If ABS discovers an error in the price of Goods, Vouchers or Services the Client has ordered ABS will inform the Client as soon as possible and give the Client the option of reconfirming the Order at the correct price or cancelling it. If ABS is unable to contact the Client ABS will treat the Order as cancelled. If the Client cancels having already paid for the Goods, Vouchers or Services the Client will receive a full refund.

4.3 ABS reserves the right, by giving notice to the Client at any time before delivery, to increase the price of the Goods, Services or Vouchers to reflect any increase in the cost to ABS which is due to:

(a) any factor beyond the reasonable control of ABS (such as, without limitation, any foreign exchange fluctuation changes to tax legislation or practice, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture);

(b) any change in delivery dates, quantities or specifications for the Goods, Services or Vouchers which is requested by the Client; or 

(c) any delay caused by any of the Client failing to give ABS adequate information or instructions. We will give the Client the opportunity to reconfirm the Order at the new price or to cancel it for a full refund where the Goods, Vouchers or Services in question have already been paid for.

4.4 ABS reserves the right, without the giving of any notice, at any time to pass on to the Client any increase in the price of delivery including transport and/or postage of Goods, Vouchers and/or Services supplied to the Client which is due to a price increase by any delivery partners of ABS, which shall include, but not limited to, the members of Home Retail Group.

5 Terms of Payment

5.1 Full payment (without set-off or counterclaim) must be sent with the Client's Order unless the granting of a credit account has been confirmed in Writing by ABS to the Client.

5.2 The Client shall pay the price of the Goods, Vouchers or Services supplied without deduction except discount previously agreed notwithstanding that delivery of the Goods or Vouchers or performance of the Services may not have taken place and the property in the Goods or Vouchers has not passed to the Client. The time of payment of the price shall be of the essence under the Terms. Receipts for payment will be issued only upon request.

5.3 If the Client fails to make payment with the Order, or within the agreed timescales if a credit account has been granted then, without prejudice to any other right or remedy available, ABS shall be entitled to:

(a) terminate the Terms or suspend any deliveries to the Client;

(b) appropriate any payment made by the Client to such Goods, Vouchers, or Services supplied under the Terms or any contract or arrangement between the Client and ABS as ABS may think fit; 

(c) withdraw the Client's entitlement to any discount whereupon the full price in respect of the Goods or Vouchers ordered shall become immediately payable; and 

(d) charge the Client interest (both before and after any judgement) on the amount outstanding at the greater of the statutory rate from time to time in force or the rate of 4% per annum above Barclays Bank base rate applying from time to time until payment in full is received.

5.4 Payments by the Client and any credits or refunds due will be applied first in payment of any interest due, and secondly in reduction of the Client's other indebtedness to ABS or its Group. All sums owing by the Client hereunder shall be paid without set off, deduction or counterclaim against ABS or any other member of the Group.

5.5 All queries on invoices received must be notified to ABS credit control by calling 0845 603 5287; option 4, or in Writing to ABS Credit Control Department, 489 - 499 Avebury Boulevard, Saxon Gate West, Milton Keynes, MK9 2NW or emailing customer-support@argos.co.uk within 14 days of the invoice date.

6 Credit Account

6.1 Applications for a credit account shall be made by the Client completing a credit application form provided by ABS and submitting the same to ABS. Applications shall not be accepted unless and until acceptance is confirmed by ABS in Writing.
 
6.2 ABS reserves the right at its absolute discretion to request trade and banking references from potential clients and to refuse applications or to grant applications for less than the amount of credit requested due to receipt of unsatisfactory references or other credit checks undertaken by ABS.

6.3 The falling of a credit account into an overdue position is not permitted and in such circumstances ABS reserves the right to take all or any of the steps referred to in clause 5.3 herein and to withdraw all credit, whereupon all payments outstanding shall become immediately due. In the event that ABS deems it necessary to take any action to remedy the overdue position it shall be entitled, notwithstanding the availability of other rights and remedies under the Terms, to charge an administrative fee in line with legislation laid out within the Late Payment of Commercial Debts Act 1998 as amended by Statutory Instrument 2002 No.1674

6.4 ABS carries out credit checking in order to ensure that its exposure to bad debt is protected. By agreeing to the Terms, the Client confirms that it agrees to us undertaking a credit reference agency search. Where such a search is undertaken by us with a reputable credit reference agency, the credit search will place a "footprint" on an individual director, partner or equivalent and/or the firm, company, partnership or other organisation's credit file whether or not the application for a credit account is accepted by ABS. The record of the search may be seen by other organisations when applying for credit in the future. In addition, the credit search will cover the credit files of directors, owners, partners, or equivalent in respect of the Client. These enquiry searches will be seen by other organisations if any director, owner, partner or equivalent applies for credit in the future. Credit searches will link together the previous and subsequent names advised by the Client, of anyone that is a party to the credit account.

7 Use of the Business Account Card

7.1 Signature on the application form for a Business Account account, constitutes acceptance of these terms and conditions by the client. If the application is made on-line, the client is confirming acceptance of these terms and conditions.

7.2 ABS reserves the right at its absolute discretion to request trade and banking references from potential users of the Business Account Card and to refuse applications or to grant applications for less than the Card limit spend threshold applied for.

7.3 Any Card Holder linked to the use of the Cards, and/or contact person(s) named in the Card application understand and acknowledge that their details may be used to administer the Business Account Card.

7.4 Cards may be used for the purchase of Goods, Vouchers and Services for the Client up to the credit limit agreed by the Client with ABS for that Card in accordance with these Terms.

7.5 When purchases are made at an Argos or Homebase store, the Card Holder must produce the Card prior to purchase. Purchases made by email, fax, online through any Argos or Homebase store may be made by quoting the full Card number on the Order if they place it using any of the above channels.

7.6 Use of the Card is restricted to the Card Holder to whom it is issued or where issued to the Client to any person authorised by the Client to use such a Card.

7.7 The Card remains valid until the expiry date embossed on it is reached or prior cancellation or termination of the Card in accordance with these Terms.

7.8 The Card Holder must sign his/her name in the signature panel provided on the reverse of the Card and signature verification from the Card Holder will be required for use of such Card, but neither the failure to do so nor the breach of any of these Terms, shall relieve the Client from liability to ABS for any supply of Goods, Vouchers or Services made to the Client, the Card Holder or any other liabilities arising under these Terms.

7.9 ABS reserves the right in its absolute discretion to refuse to authorise a transaction made with a Card.

7.10 Each and every Card remains the property of ABS, who may at any time by written notice to the Client cancel it.

7.11 ABS may suspend or restrict the right of all or any Card Holders to use their Card and may cancel all or any of the Cards at any time. ABS will also cancel a Card on receipt of the Clients written request and the Client shall then return to ABS the relevant Card cut in half for security purposes.

7.12 Cancellation of a Card or termination of these Terms shall be without prejudice to the Client's liability in respect of such Card.

8 Loss, Theft or Misuse of the Business Account Card

8.1 If any Card is lost, stolen or misused (including unauthorised possession as a result of any person in possession of a Card having ceased to be an authorised Card Holder) the Client shall immediately upon becoming aware of such circumstances notify ABS of the same by telephone and confirm such information in Writing to ABS within 7 days thereafter.

8.2 The Client will remain liable to ABS for and shall indemnify ABS in full for any loss or liability incurred arising out of any loss, theft or misuse of such a Card including any Goods, Vouchers or Services supplied by ABS.

8.3 The Client shall give ABS the information in its possession as to the circumstances of the loss, theft or misuse and take all reasonable steps to assist ABS to recover the relevant Card including after the client is aware of any fraudulent use, notifying the police in respect of such loss or theft so as to obtain a crime reference number or lost property number.

9 Payment for use of the Business Account Card

9.1 An invoice (which will either) (a) be consolidated or (b) be a separate invoice for each order of Goods, Vouchers or Services using the Business Account Card, or (c) be on some other basis agreed with the Client (will be sent to the Client) by ABS at the end of each of ABS's weekly accounting periods.

9.2 The Client will pay ABS by direct debit within 10 days from the date of such invoice or if a different method of payment has been agreed with ABS, within 28 days from the date of such invoice the whole of the amount shown to be owing according to such invoice.

9.3 For the avoidance of doubt, the provisions of clauses 5.3, 5.4 and 5.5 shall apply equally in respect of the Business Account Card.

10 Delivery

10.1 Delivery of the Goods or Vouchers shall be made by ABS delivering to the address notified to ABS by the Client and specified in the Client Control Document and/or Order Form. ABS reserves the right to impose additional charges where delivery is made upon the Client's instructions to a third party rather than the Client. Where the delivery address on the CCD and Order Form differ the Order Form address shall prevail and ABS reserves the right to impose additional charges where delivery is made to an address other than that stated in the CCD.

10.2 ABS will endeavour to despatch Vouchers within two working days and Goods within twenty eight working days of receipt of Order (for credit accounts) or receipt of Order and full payment therefore (for all other accounts). The dates quoted for delivery of Goods or Vouchers or for performance of the Services are approximate only and ABS shall not be liable for any delay howsoever caused. Time for delivery of the Goods or Vouchers or performance of the Services shall not be of the essence unless expressly agreed by ABS in Writing.

10.3 Bulk deliveries of Vouchers of a total value of less than £100.00 shall be effected by First Class Mail. All other deliveries of Goods or Vouchers shall be sent by secured carrier or registered post at ABS' discretion or in accordance with the Client's detailed requirements as specified in the Client Control Document or Order Form. Where the requirements in the CCD and Order Form differ, the Order Form shall prevail. ABS reserves the right to impose additional delivery charges where the delivery requirements differ from the CCD.

10.4 Where Goods or Vouchers are to be delivered in instalments, each delivery shall constitute a separate contract and failure by ABS to deliver any one or more of the instalments in accordance with these Terms or any claim by the Client in respect of any one or more instalments shall not entitle the Client to treat the Terms as a whole as repudiated.

10.5 If the Client (or a party nominated by the Client) fails to take delivery of Goods or Vouchers or the Client fails to give ABS adequate delivery instructions at the time stated for delivery, then (without prejudice to any other right or remedy available to ABS) ABS may:
(a) store the Goods or Vouchers until actual delivery and charge the Client for doing so; or
(b) sell the Goods or Vouchers and, after deducting all ABS' reasonable expenses, account to the Client for the excess over the price under the Contract or charge the Client for any shortfall below the price under the Contract obtained by ABS in the sale.

10.6 If ABS fails to deliver Goods or Vouchers (or any instalment) or to perform the Services ordered for any reason other than by any cause beyond its reasonable control, or the Client's act or omission, and ABS is accordingly liable to the Client, ABS' liability shall be limited to the price of the Goods or Vouchers.

10.7 Unless otherwise agreed with ABS in Writing, Orders (and use of the Website) are only for delivery of Goods and Vouchers and provision of Services to Clients in mainland UK and Northern Ireland addresses. We cannot deliver to the Channel Islands, Isle of Man, Orkney, Shetland and Scottish Islands, BFPO addresses, or the Republic of Ireland.

11 Risk and Property

11.1 Unless the Client collects, ABS shall insure at its own expense or otherwise bear risk for loss of or damage to Goods or Vouchers during carriage. Risk passes to the Client on delivery.

11.2 Notwithstanding delivery and the passing of risk, the property in the Goods or Vouchers shall not pass to the Client until ABS has received payment in full of the price of the Goods or Vouchers agreed between ABS and the Client for which payment is then due.

11.3 Until such time as the property in the Goods or Vouchers passes to the Client the Client shall hold the Goods as ABS' fiduciary agent and bailee, and shall keep the Goods or the Vouchers separate from those of the Client and third parties and properly stored, protected and insured and identified as ABS' property. The Client shall account to ABS for the proceeds of sale or otherwise of such Goods or Vouchers whether tangible or intangible.

11.4 Until such time as the property in the Goods or Vouchers passes to the Client, ABS shall be entitled at any time to require the Client to deliver up the Goods or Vouchers to ABS and, if the Client fails to do so forthwith, to enter upon any premises of the Client or any third party where the Goods or Vouchers are stored and repossess the Goods or Vouchers.

11.5 The Client shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods or Vouchers which remain the property of ABS but if the Client does so, all moneys owing by the Client to ABS shall (without prejudice to any other right or remedy of ABS) forthwith become due and payable.

12 Warranties and Liability

12.1 In respect of all Goods supplied under the Contract, the Client shall (unless otherwise notified) be entitled to benefit from such warranty or guarantee against defects in the quality or condition of the Goods as is given to ABS by the manufacturer of the Goods, but any such warranty shall not include use of Goods otherwise than for their intended purpose. Non domestic use of goods may invalidate a warranty or guarantee given by the manufacturer of the Goods.

12.2 ABS' liability to the Client for: 

(a) death or injury resulting from ABS' negligence;

(b) fraudulent misrepresentation; 

(c) all damage suffered by the Client as a result of any breach by ABS of the condition as to title or the warranty as to quiet possession implied by section 2 of the Supply of Goods and Services Act 1982; and

(d) any other liability which may not otherwise be limited or excluded under applicable law, shall not be limited.

12.3 Any claim by the Client which is based on any defect in the quality or condition of the Goods or Vouchers or their failure to correspond with specification, or in relation to the defective performance of the Services, shall be notified to ABS within seven days from the date of delivery of the Goods or Vouchers or performance of the Services or, where the defect, failure or defective performance was not apparent on reasonable inspection, within seven days after discovery of the defect, failure or defective performance, and the Goods or Vouchers shall be returned to ABS by the Client as soon as reasonably possible. Subject to the provisions of clause 12.2, if the Client does not notify ABS in accordance with this clause, the Client shall not be entitled to reject the Goods or Vouchers and ABS shall have no liability for such defect, failure, or defective performance and the Client shall be bound to pay the price as if the Goods, Vouchers or Services had been delivered or performed in accordance with the Terms.

12.4 Where ABS has been notified in accordance with clause 12.3, ABS shall be entitled at its sole option to replace or repair the Goods or Vouchers (or the part in question) or perform the Services (or the relevant part) again free of charge or, at ABS' sole discretion, refund to the Client the price of the Goods, Vouchers, or Services (or a proportion thereof), but ABS shall then have no further liability to the Client. Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Client are not affected by these Terms.

12.5 Subject to the provisions of clause 12.2, ABS will not be liable, in contract, tort (including, without limitation, negligence), pre-contract or other representations (other than fraudulent misrepresentations) or otherwise out of or in connection with the Terms for any economic losses (including without limitation loss of revenues, data, profits, contracts, business or anticipated savings); or loss of goodwill or reputation; or consequential, special or indirect losses suffered or incurred by that party arising out of or in connection with the provisions of any matter under the Terms including (without limitation) the supply of the Goods or Vouchers or their use or resale by the Client or in connection with the provision of the Services or their use by the Client.

12.6 Subject to clause 12.2, the entire liability of ABS to the Client for any loss or damage (whether in contract, tort or otherwise) under or in connection with the Terms shall not exceed the amount of ABS' charges for the provision of the Goods, Vouchers and Services for any one cause or series of connected causes.

12.7 ABS shall not be liable to the Client or be deemed to be in breach of the Terms by reason of any delay in performing, or any failure to perform any of ABS' obligations in relation to the Goods, Vouchers or Services if the delay or failure was due to any cause beyond ABS' reasonable control. Without prejudice to the generality of the foregoing beyond ABS' reasonable control shall include strikes, lockouts or other industrial actions, difficulties in obtaining supplies, or labour or fuel and power failure or breakdown in machinery.

12.8 In the event that any Goods or Vouchers are returned to ABS by the Client, except in accordance with the terms of clause 12.2, ABS reserves the right to impose a handling charge which will not exceed ten per cent of the value of the Goods or Vouchers returned.

12.9 Any claim by the Client alleging lost Goods or Vouchers shall be notified to ABS within seven days from the date of expected delivery. Payment in full must be received by ABS before replacement Goods or Vouchers may be dispatched. After considering all the circumstances ABS shall notify the Client as to whether replacement Goods or Vouchers shall be sent. The decision of ABS shall be final.

12.10 In no circumstances shall ABS accept any liability for any loss or claim arising from any acts or omissions of the Client's agents, employees or sub-contractors, liability for which the Client fully accepts.

12.11 Subject to clause 12.2 above, other than as expressly provided in the Terms with respect to specific products and except for the exclusive remedies set out above, any indemnities, warranties, terms and conditions (whether express or implied) are hereby excluded to the fullest extent permitted under applicable law.

12.12 Subject to clause 12.2 above, ABS will use reasonable endeavours to verify the accuracy of any information on the Website but makes no representation or warranty of any kind express or implied statutory or otherwise regarding the contents or availability of the Website or that it will be timely or error-free, that defects will be corrected, or that the site or the server that makes it available are free of viruses or bugs or represents the full functionality, accuracy, reliability of the Website. ABS will not be responsible or liable to the Client for any loss of content or material uploaded or transmitted through the Website and ABS accepts no liability of any kind for any loss or damage from action taken or taken in reliance on material or information contained on the Website.

12.13 ABS and the Client acknowledge and agree that unless expressly included in the Terms the requirements of the Electronic Commerce (EC Directive) Regulations 2002 are excluded to the fullest extent permissible by law.

12.14 To provide increased value to customers, ABS may provide links to other websites or resources for the Client to access at its sole discretion. The Client acknowledges and agrees that, as it has chosen to enter the linked website ABS is not responsible for the availability of such external sites or resources, and do not review or endorse and are not responsible or liable, directly or indirectly, for: 

(a) the privacy practices of such websites; 

(b) the content of such websites, including (without limitation) any advertising, content, products, goods or other materials or services on or available from such websites or resources; or

(c) the use to which others make of these websites or resources, nor for any damage, loss or offence caused or alleged to be caused by, or in connection with, the use of or reliance on any such advertising, content, products, goods or other materials or services available on such external websites or resources.

13 Intellectual Property

13.1 The Client shall not be authorised to use the Argos logo, Homebase logo or other Argos Group intellectual property rights as disclosed to the Client by ABS for any purpose without receiving the prior consent in Writing of ABS to do so.

13.2 The Client shall acquire no rights in respect of any trade names, trade or service marks, design rights (whether or not registered), patents, copyright or know-how of ABS, Argos, Homebase or any member of the Group.

13.3 The Client acknowledges and agrees that all copyright, trademarks and all other intellectual property rights in all materials and/or content made available as part of the Client's use of the Website shall remain at all times vested in us or ABS' licensors. The Client is permitted to use this material only as expressly authorised by us or ABS' licensors. The Client further acknowledges that any other use of the material and content of the Website is strictly prohibited and the Client agrees not to (and agree not to assist or facilitate any third party to) copy, reproduce, transmit, publish, display, distribute, commercially exploit or create derivative works of such material and content.

14 Insolvency of the Client

14.1 ABS shall be entitled to terminate the Terms or suspend any further deliveries under the Terms, and if the Goods or Vouchers have been delivered or the Services performed but not paid for, the price for the Goods, Vouchers or Services shall become immediately due (notwithstanding any previous agreement or arrangement to the contrary) if any of the following events occur: 

(a) the Client makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (other than for the purposes of amalgamation or reconstruction); or 
(b) an encumbrancer takes possession, or a receiver or administrative receiver is appointed, of any of the property or assets of the Client; or 

(c) the Client ceases, or threatens to cease to carry on business; or 

(d) ABS reasonably apprehends that any of the events mentioned above is about to occur in relation to the Client and notifies the Client accordingly.

15 Notice, General Law etc.

15.1 ABS reserves the right to transfer, assign, novate or sub-contract the benefit of the whole or part of any of its rights or obligations under the Terms or any related contract to any third party (including a member of the Group).

15.2 Any notice required or permitted to be given by either party to the other under the Terms shall be in Writing addressed to the other party's registered office or principal place of business which for ABS is: Argos Business Solutions Limited, 489-499 Avebury Boulevard, Central Milton Keynes MK9 2NW.

15.3 No delay or failure by ABS to exercise any powers, rights or remedies under the Terms will operate as a waiver of them nor will any single or partial exercise of any such powers, rights or remedies preclude any other or further exercise of them. Any waiver to be effective must be in writing and signed by an authorised representative of ABS.

15.4 If any provision of the Terms is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Terms and the remainder of the provision in question shall not be affected thereby.

15.5 The Terms shall be governed by the laws of England and any dispute between us will be resolved exclusively in the courts of England. English is the only language offered for the conclusion of the Terms.

15.6 (Where applicable) both parties shall handle all personal data (as defined by the Data Protection Act 1998) they receive pursuant to the Terms in accordance with the terms of the Data Protection Act 1998 as amended from time to time. The Client shall use any personal data obtained from ABS solely for the purpose of fulfilling its contractual obligations to ABS. Please see ABS' Privacy Policy at www.argosforbusiness.co.uk for further details of how ABS will process Client data.

15.7 The Client will not, without the prior agreement in Writing of ABS, disclose the content of the Terms between the parties or the business practices of either party.

15.8 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by ABS shall be subject to correction without any liability on the part of ABS.

15.9 The Terms constitute the entire agreement between the parties and supersede any previous agreement or understanding. All other terms and conditions whether such terms are supplied by the Client or otherwise, whether express or implied by statute, are excluded to the fullest extent permitted by law.

15.10 Unless otherwise agreed in Writing, either party may terminate the Terms at any time by giving not less than one month's notice in writing to the other party.

15.11 Any reference in the Terms to a statute or a provision of a statute should be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time. Without prejudice to the generality of clause 2.1, ABS reserves the right to amend the Terms in the event of a change in law, rule or regulation affecting the supply of Goods, Vouchers and Services, including, but not limited to, the Waste Electrical and Electronic Equipment (WEEE) Directive 2002/96/EC.

15.12 The Client may not assign or sub-contract any of its rights or obligations under the Terms to any third party unless agreed upon in Writing by ABS.

15.13 The Terms do not create or confer any rights or benefits enforceable by any person that is not a party (within the meaning of the U.K. Contracts (Rights of Third Parties) Act 1999) except: 

(a) the Group shall have the right to enforce any rights or benefits under the Terms; 

(b) the Group shall have the right to enforce and take the benefit of the rights or benefits of any limitation or exclusion or limitation of liability in the Terms; 

(c) a person who is a permitted successor or assignee under clause 15.1 above of the rights or benefits of the Terms may enforce such rights or benefits;

(d) no consent from the persons referred to in this clause 15.13 is required for the parties to vary or rescind the Terms (whether or not in any way that varies or extinguishes rights or benefits in favour of such third parties).

Homebase for Business is a trading style of Argos Business Solutions Ltd
Argos Business Solutions Limited 

489-499 Avebury Boulevard

Central Milton Keynes

MK9 2NW

Registered Company Number: 3234511 (Incorporated in England)
VAT Number: 145 8990 25GB