Terms and Conditions
The following terms and conditions tell you information about us and are the legal terms and conditions on which you purchase goods and services (“products”) from Grey Matter.
Based on your location you will be trading with one of our entities as described below unless otherwise agreed in writing.
United Kingdom or any other country not named in this section: Grey Matter trading through Climb Global Solutions Ltd. Registered office: 2 Prigg Meadow, Ashburton, Devon, TQ13 7DF, UK. UK VAT Number GB 384 9046 21. UK Company Number: 1671407
Ireland: Grey Matter trading through Climb Global Solutions EMEA Ltd, St Gall's House, St Gall Gardens South, Milltown, Dublin 14, D14 Y882, Ireland. Ireland VAT number: IE 3469887VH
United States: Climb Global Solutions DBA Grey Matter, 4 Industrial Way West, 3rd Floor, Eatontown, NJ 07724. US Tax ID: 13-3136104
Canada: Climb Global Solutions DBA Grey Matter, 340 Rimrock Road, Toronto, Ontario, M3J 3A6 Canada. Canada GST/HST number: 13148 8710 RT 0001
These terms and conditions will apply to any contract between us for the sale of products to you. We want you to understand the legal basis upon which you buy products from us. Please read these terms and conditions carefully and make sure that you understand them, before ordering any products from us. If there is anything that you do not understand please contact us on +44 (0)1364 654100 or by email to: firstname.lastname@example.org before ordering a product and we will do our best to clarify the position for you.
We may amend these terms and conditions from time to time. Every time you wish to order products, please check these terms and conditions to ensure you understand the terms which will apply at that time. These terms and conditions were most recently updated on October 9th 2017. Every time you order products from us, the terms and conditions in force at that time will apply to the Contract between you and us.
Any Grey Matter services not covered by these terms and conditions shall be subject to a separate negotiated contract between you and us.
The images of the products on our site are for illustrative purposes only.
All products are subject to availability. We will inform you by e-mail as soon as possible if the product you have ordered is not available and we will not process your order if made. If you have already paid for the products, we will refund you the full amount as soon as possible.
Customer satisfaction is our number one priority. If you have a suggestion as to how we can improve our service to you or if you are dissatisfied about our service or any products that you bought from Grey Matter then please contact us immediately on +44 (0)1364 654100 or by email to: email@example.com
These terms and conditions and any contract between us are only in the English language.
2. How to buy from us
If you want to purchase products from us you have a choice of ways of doing this.
You can send in a purchase order by calling +44 (0) 1364 654 100 or emailing firstname.lastname@example.org detailing your purchase requirements.
In all cases these terms and conditions will apply.
Checking and correcting
It is up to you to check that your order is correct. If you order online please read and check your order at each page of the order process and correct any inputting errors prior to the submission of your order. If however you realise that you have made a mistake then do call us on +44 (0)1364 654 100 and we will see whether it is possible to intercept the order before it is accepted by us.
After you place an order, you will receive an e-mail from us acknowledging that we have received your order. However, please note that this does not mean that your order has been accepted.
Subject to the provisions in clause 15 in relation to consumers orders cannot be withdrawn without our agreement.
By submitting your order by any of the above methods you are irrevocably offering to buy the goods on these terms and conditions.
Acceptance of orders
We are not obliged to supply goods or services to you until we have confirmed acceptance of your order – we do this by email under the heading “Order Confirmation”. The contract between us will only be formed when we send you an Order Confirmation.
Risk of loss or damage to the goods passes to you when they leave our premises. If you want us to arrange insurance in transit please contact us before ordering (see Damaged Goods in clause 16 below).
Ordering allows us to use your personal data
You can get a quote by phone, post, email or online by converting your Shopping List to a quote. Quotes clearly state the date until which they are valid. Should you decide to alter your requirements in any way then the original quote will expire and a new quotation should be requested.
We try to keep our prices as simple to understand as possible. However, you should bear in mind that prices are always subject to change. Prices shown in our print advertising and marketing emails are submitted some days or weeks prior to publication and therefore may be subject to change.
The prices of the products will be as quoted on our site from time to time. We use our best efforts to ensure that the prices of products are correct at the time when the relevant information was entered onto the system.
It is always possible that, despite our reasonable efforts, some of the products on our site may be incorrectly priced. If we discover an error in the price of the products you have ordered we will inform you of this error and we will give you the option of continuing to purchase the product at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. Please note that if the pricing error is obvious and unmistakable and could have reasonably been recognised by you as a mispricing, we do not have to provide the products to you at the incorrect (lower) price.
Any delivery charges are shown as a separate line on every order. You can get a quote for delivery charges outside mainland UK by specifying your delivery destination as part of your quotation. Please note that the Highlands are not included within mainland UK for courier delivery and delivery charges will apply.
UK VAT number: GB 384 9046 21
Ireland VAT number: IE 3469887VH
Canada GST/HST number: 13148 8710 RT 0001
US Tax ID: 13-3136104
Our prices (including delivery charges where applicable) do not include VAT/Tax which is chargeable at the prevailing rate in the country of delivery unless not required under government legislation.
The Grey Matter online order system encrypts all your personal information including your name, address and credit or debit card details using industry standard Secure Socket Layer (SSL) technology. This is intended to ensure that information passed between your computer and this site cannot be read in the unlikely event that it is intercepted by someone else.
When you use this site or ask us to send you a quote or other information, we may have cause to communicate with you by email.
Our emails (including any attachments to them) may contain information that is confidential or legally privileged and intended only to be seen by a particular person or persons.
If you know that you are not the intended recipient of an email or it is reasonably obvious that you are not the intended recipient, please note that any onward disclosure, copying, distribution or any use made of it (and any attachments) is prohibited and may be unlawful.
If you are not the intended recipient of an email or attachment please notify the sender immediately and then delete the original email received and any attachment without making any copies or using the same in any other way.
Email transmission cannot be guaranteed to be secure or error free for many reasons, for example information can be intercepted, corrupted, lost, destroyed, delayed or be incomplete or contain viruses.
YOU SHOULD ALWAYS CARRY OUT YOUR OWN VIRUS CHECK BEFORE OPENING ANY ATTACHMENT.
Emails and any files attached to them have been checked with virus detection software before transmission. However, Grey Matter accepts no liability for any loss or damage which may be caused by viruses or other pernicious code or third party action.
7. Software licence
By ordering from Grey Matter you (and your customer if applicable) are agreeing to comply with the End User Licence Agreement (EULA) of the relevant product(s) that you are purchasing and installing. The terms of the EULA, and any other Agreement or eAgreement you agree to or sign from the publisher of the product(s) (Third Party Licence), overrides any information given to you in writing or verbally from Grey Matter. It is your responsibility to read and understand the terms of any such agreement with the publisher of the product(s).
For clarity, Grey Matter is not liable to you in any way under any Third Party Licence or relating to your use of the product(s). You indemnify Grey Matter for any loss or damage suffered by Grey Matter relating to your use of the applicable product(s), including the payment of any fees.
Where any Third Party Licence is subject to auto-renewal, you are responsible for informing Grey Matter in good time (and always within the applicable notice periods) of your intention not to auto-renew. If sufficient notice is not given to terminate any Third Party Licence, you are responsible for, and are obliged to pay in full, the renewal costs of any such product (and Grey Matter is not liable in any way for any failure to terminate).
8. Provision of information about products
All and any information about the products on our website and in quotes, including pricing, is provided by Grey Matter in good faith and has been created in conjunction with and/or obtained from our product suppliers. The information on our website is not warranted to be complete or up to date and may be altered without notice at the discretion of Grey Matter.
IT IS YOUR RESPONSIBILITY TO ENSURE THAT YOU ARE USING THE MOST UP TO DATE AND COMPLETE INFORMATION RELATING TO ANY PARTICULAR PRODUCT. IN A FAST MOVING SECTOR SUCH AS SOFTWARE IT IS YOUR RESPONSIBILITY TO REFER TO THE MOST RECENT PRODUCT DESCRIPTION AND THE MOST RECENT PRODUCT PRICING WHEN PLANNING YOUR ORDER. The original supplier of the product is the definitive source of up to date product information, not Grey Matter.
Any products provided by a third party will be subject to that relevant third party’s terms (including Third Party Licences). It is your responsibility to read, understand, and comply with these terms including in relation to any renewal and payment provisions.
We do not warrant that any products sold to you will meet your requirements or that their operation will be uninterrupted or error free.
If you need a contractually binding term or condition relating to a particular product then you must before you order provide us with all relevant information and details of precisely what assurance you are seeking. You can do this by contacting us on +44 (0)1364 654100 or by email to: email@example.com. However you do need to obtain our separate written unambiguous agreement to the term or condition concerned and we can withhold our agreement to it at our entire discretion and without giving reasons.
Notwithstanding the foregoing, if you are a consumer, nothing in this clause 8 will affect your legal rights in respect of products that are faulty or not as described.
9. Exclusion of liability
It is our company policy to hereby exclude all express and implied warranties or conditions relating to the products and services that we sell whether via our website or otherwise. The only exceptions being:
- if those warranties or conditions are clearly stated on our website as being applicable to the sale of the relevant product or provision of the service concerned;
- warranties that come direct from the manufacturers of the products which we have expressly indicated are available to you;
- if the warranties and conditions are contained in a separate written agreement between us which we have agreed are to be contractually binding on us;
- that we do not exclude our liability for death or personal injury caused by our negligence or liability based on a proven claim against us of fraudulent misrepresentation; and
- THE ABOVE POLICY DOES NOT AFFECT ANY STATUTORY RIGHTS WHICH ARE AVAILABLE TO YOU TO THE EXTENT THAT SUCH RIGHTS ARE INCAPABLE OF BEING EXCLUDED BY LAW.
10. Limitation of liability
Our liability to you for any losses and costs connected with the sale of products to you shall not exceed the amount you originally paid us for the products in respect of which your claim relates.
In no event will we be liable to you for any indirect or consequential damages even if we have been advised of the possibility of such damages. In particular without limiting the generality of the foregoing we accept no liability for any defective programmes, code or loss or corruption of data made or stored using products obtained from us nor for the costs of recovering or replacing such programmes, code or data.
Notwithstanding the foregoing where you are entering into a contract as a consumer, if we fail to comply with these terms and conditions, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these terms and conditions or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if they were an obvious consequence of our breach or if they were contemplated by you and us at the time we entered into the contract. We only supply the products for domestic, private and business use as notified to you. As a consumer, unless otherwise specified by us, you agree not to use the product for any commercial, business or re-sale purposes. We have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
Nothing in this statement limits our liability to you in the event of death or personal injury resulting from our negligence or based on a proven claim against us of fraudulent misrepresentation.
11. How to pay
If you are paying by bank transfer, you are responsible for paying your own bank charges. If you are paying by debit card or credit card, we will not charge your debit card or credit card until we dispatch your order. Subject to clause 12, payment for the products and all applicable delivery charges is in advance.
- Credit card/debit card
- Bank transfer
- On account (where a credit account has been set up)
- Direct Debit
12. Credit terms for account holders
If you are a corporate customer and would like to open an account then please complete our online Grey Matter Credit Account application form. If you have a credit account with us payment is due thirty (30) days after the date of our invoice. It is our practice and right to charge interest for late payment calculated daily at 4% above The Royal Bank of Scotland base rate. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount whether before or after judgement.
13. Proforma invoices
Proforma invoices are valid for five (5) working days or until the last working day of the month if earlier. An official order is required before the goods are shipped quoting the proforma reference number.
14. Entitlement to purchase
To purchase software upgrades or renewals, you will need to provide serial number evidence of the current product(s).
For education/academic product purchases, appropriate evidence of academic status must be provided.
15. Consumer rights
If you are a consumer, you have a legal right to cancel a contract. Advice about your legal right to cancel the Contract is available from your local Citizens’ Advice Bureau or Trading Standards office.
However, this cancellation right does not apply in the case of: (i) any products made to your specification or clearly personalised; (ii) product which has a security seal which you have opened or unsealed or product which has had the shrink wrap removed or otherwise been opened.
Your legal right to cancel a contract starts from the date of the Order Confirmation, which is when the contract between us is formed. Unless your products are Microsoft CSP Licences, in which case separate terms apply, if the products have already been delivered to you, you have a period of 14 (fourteen) calendar days in which you may cancel, starting from the day after the day you receive the products.
To cancel a contract, please contact our Customer Services telephone line or e-mail us at firstname.lastname@example.org to tell us. You may wish to keep a copy of your cancellation notification for your own records. If you send us your cancellation notice by e-mail, then your cancellation is effective from the date you sent us the e-mail. If you call us to notify us of your cancellation, then your cancellation is effective from the date you telephone us.
You will receive a full refund of the price you paid for the products and any applicable delivery charges you paid for. We will process the refund due to you as soon as possible and, in any case, within 14 calendar days of the day on which you gave us notice of cancellation as described above.
If you have returned the products to us under this clause 15 because they are faulty or mis-described, we will refund the price of a defective product in full, any applicable delivery charges, and any reasonable costs you incur in returning the item to us.
We refund you on the credit card or debit card used by you to pay.
If the products were delivered to you: (i) you must return the products to us as soon as reasonably practicable; (ii) unless the products are faulty or not as described, you will be responsible for the cost of returning the products to us; (iii) you have a legal obligation to keep the products in your possession and to take reasonable care of the products while they are in your possession.
If the products and/or product keys were emailed to you, you may have to complete a ‘Confirmation of Software Intellectual Property Destruction’ form to confirm that you have removed the products before a refund can be given.
Details of your legal right to cancel and an explanation of how to exercise it are provided in the Order Confirmation.
As a consumer, you will always have legal rights in relation to products that are faulty or not as described. These legal rights are not affected by the returns policy in this clause 15 or these terms and conditions.
We regret that, subject to clause 15, we are not obliged to accept returns or cancellations of contracts:
- for digital items where a software key or a pre-licensed executable has been issued by us
- for products where no returns or cancellations are allowed by the publisher or supplier.
Do not send goods back to us without an authorised return (RMA) number
You can request an RMA number by contacting us on +44 (0)1364 654100 or by email to: email@example.com within 5 working days of the product(s) being shipped to you.
You must ensure the goods are adequately re-packed. Goods which are found to be damaged when returned to Grey Matter will not be credited and will be returned to you at your expense.
Goods which have been opened. To prevent the incidence of software piracy, we are not obliged to accept returns of goods that have had the shrink wrap removed or otherwise been opened. These returns will be handled at our discretion.
You should inspect your order when you receive it for defects or any damage. If you find a defect or any damage you must contact us as soon as possible and no later than within five (5) working days of receipt of the relevant product(s). We will then at our discretion issue you with an authorised returns (RMA) number and advise you of the appropriate returns address. If the goods are found to have been damaged prior to delivery to you, or defective in any way (unless such defect or damage is caused by you or caused in transit (see Risk above)), we will at Grey Matter’s discretion replace the goods or refund the price paid by you.
Exchanges and Refunds
If you wish to exchange a product, or get a refund for a product, that you have purchased from Grey Matter then you must contact us as soon as possible and no later than within five (5) working days of receipt of the relevant product(s). We may then issue you with an authorised return (RMA) number at Grey Matter’s discretion. You must arrange to send the product(s) back to us at your expense and you must ensure that they are unused, undamaged and in exactly the same state that you received them in. Upon receipt of the unopened goods in original condition you will be refunded the value that you paid for them less a handling charge of 5% of the order value or a minimum of twenty pounds Sterling (£20) plus VAT or the cost of returning the goods to the manufacturer, whichever is greater.
17. Shipping and courier charges
Please note: We cannot deliver to PO Box numbers.
Our priority is to get your products to you as quickly as possible but we will not be liable to you for late delivery as we are dependent on our suppliers and shippers.
Physical deliveries to UK mainland addresses (excluding The Highlands)
Delivery to mainland UK addresses is normally free, however during certain major events certain areas may be subject to delays and/or incur additional shipping charges, please contact us for details.
If the goods are in stock and you place your order which is accepted by us before 4.00pm you will normally receive them the next working day.
We always ship your goods by express overnight courier, as soon as we receive them so with large orders you might receive a part-shipment. If you do not wish to receive part-shipments then please let us know when you place your order.
Delivery will be completed when we deliver the products to the address you gave us.
The products will be your responsibility from the completion of delivery.
You own the products once we have received payment in full, including all applicable delivery charges.
Physical deliveries to destinations other than mainland UK
For delivery outside mainland UK, shipping is charged at a flat rate per destination. Please contact us for delivery charges.
If you order Products from us for delivery outside mainland UK, your order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that we have no control over these charges and we cannot predict their amount.
You will be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your order.
You must comply with all applicable laws and regulations of the country for which the products are destined. We will not be liable or responsible if you break any such law.
Grey Matter is a registered trademark of Climb Global Solutions Limited. The Grey Matter logo, HardCopy, Software Know How, ISV Know How and Cloud Know How are trademarks of Climb Global Solutions Limited. You are not licensed to use any Grey Matter trademarks except with the express permission of Grey Matter. Other trademarks of software suppliers may also be displayed on our site or other materials from time to time. Supplier material may be subject to trademark and copyright restrictions imposed by the software supplier.
19. Intellectual property
Except where otherwise identified the programming of our website and images and text on it are the copyright and/or database right of Grey Matter. You are not licensed to use any Grey Matter or third party copyright or database right except with the express permission of Grey Matter or as may be implied by virtue of your visiting the site to acquire goods and services offered on it.
20. Trading hours and response times
Grey Matter’s office hours are 8.30am to 5.30pm UK time from Monday to Friday. The office is open every day of the year other than weekends, United Kingdom public holidays and some days over Christmas and New Year. All orders and quotations received are acknowledged by email. Customer emails received by us will be responded to within one (1) working day of receipt unless due to circumstances beyond our control (e.g. email failure).
These terms and conditions and any dispute arising under them or in relation to our website shall be governed by and subject to the Laws of England & Wales. In the event that a dispute arises out of or relating to these terms and conditions or the use of or access to our website, such dispute shall be subject to the exclusive jurisdiction of an English Court.