45 Degrees

Your Local ICT Support Partner
With A Global Reach

Terms & Conditions

45 Degrees is an ICT Solution & the following are the terms & conditions governing the sale & provisions of our products & services to clients across the world.


1. Introduction

These terms (“Terms”) apply to all Products, Software and/or Services purchased by or on behalf of the customer (the legal person/entity/entity who agrees to buy the Products, Software and/or Services from 45 Degrees) (“Customer”) direct from 45 Degrees (“45 Degrees”) for its internal use only and to the exclusion of all other terms and conditions. These Terms together with 45 Degrees’ Order Documents and Service Documents (as defined below) form a legally binding contract between Customer and 45 Degrees for the purchase of Products, Software and Services (“the Agreement”). These documents will apply in following order of priority:

(1) Order Documents;

(2) Service Documents and

(3) these Terms.

If Customer and 45 Degrees have a separate agreement in place for the purchase of Products, Software or Services, that agreement shall apply instead of these Terms.


2. Definitions

“Confidential Information” means collectively information of the disclosing party that is not generally known to the public, such as software, product plans, pricing, marketing and sales information, customer lists, “know-how,” or trade secrets, which may be designated as confidential or which, under the circumstances surrounding disclosure, ought to be treated as confidential.

“Deliverables” means tangible and intangible materials including reports, studies, base cases, drawings, findings, manuals, procedures and recommendations prepared by 45 Degrees or its suppliers, licensors in the course of providing the Services.

“Intellectual Property Rights” means any patent, copyright, database right, moral right, design right, registered design, trade mark, service mark, domain name, metatag, utility model, unregistered design or, where relevant, any application for any such right, or other industrial or intellectual property right subsisting anywhere in the world and any intellectual property rights in know-how, documentation, and techniques associated with the Deliverables or Materials.

“Materials” means all content and other items included with or as part of the Products, Services, Software, or Deliverables, such as text, graphics, logos, button icons, images, audio clips, information, data, photographs, graphs, videos, typefaces, music, sounds, and software.

“Order Documents” means the quotation and/or the order confirmation and/or the invoice sent by 45 Degrees to Customer which describes the Products, Software and Services purchased by Customer under the Agreement as well as Prices, payment terms and other provisions.

“Prices” means the gross price payable for the Products, Software and/or Services including the charges set out in clause 3.2.

“Products” means computer hardware and related products supplied by 45 Degrees under the Agreement.

“Services” means the services provided by 45 Degrees as described in any Service Documents.

“Software” means any software, library, utility, tool, or other computer or program code, in object (binary) or source-code form, as well as related documentation, provided by 45 Degrees to Customer. Software includes software

(1) provided by 45 Degrees and locally installed on Customer’s hardware and/or equipment or

(2) made available by 45 Degrees and accessed by Customer through the internet or other remote means (such as websites, portals, and “cloud based” solutions.



3. Ordering, Prices, Payment

Any quotes issued by 45 Degrees shall be valid for 14 days unless stated otherwise in the quote. Prices for the Products, Software and Services shall be stated in the Order Documents or Service Documents issued by 45 Degrees. Quotes provided by 45 Degrees exclude value added tax and any other taxes, levies, and shipping charges unless expressly set out in the quote. Such charges are payable by Customer in addition to the prices quoted and may appear as separate items on the Order Documents.

For multi-year contracts, services taken may be varied at any time. Any additional services added shall benefit from the multi-year discount and will be charged accordingly. Additional services shall be activated at a date agreed between the parties and charged pro rata from that time.

For any services reduced or cancelled a 3-month pro rata penalty shall be due for the total value of that particular service in the year that it is cancelled. In the event of a reduced level of service the penalty shall be calculated on the difference between the existing service and the reduced service cost for the year in which it is cancelled.

Services shall be stopped from the date the cancellation is given. Cancellations must be given in writing, email is acceptable.

For single year contracts a notice period of 3 months is required.

Prices for the Products, Software and Services are subject to change at any time until 45 Degrees accepts an order from the Customer. The Customer will be notified of any change to Prices prior to an order being accepted, at which point they may choose to cancel or modify their order.


4. Changes to Products, Software or Services

Changes in a Product, Software, or Service may occur after a Customer places an order but before 45 Degrees ships the Product or Software or performs the Service, and Products and Software or Services Customer receives might display minor differences from the Products, Software, or Services Customer orders but they will meet or exceed all material functionality and performance of the Products, Software or Services that were originally ordered.



5. Products

45 Degrees shall deliver the Products to Customer’s location as set out in the Order Documents. Delivery dates are non-binding and time for delivery shall not be of the essence. If no delivery dates are specified, delivery shall be within a reasonable time. Delivery of Products may be made in instalments. 45 Degrees shall not be liable for any loss (including loss of profits), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Products (even if caused by 45 Degrees’ negligence), nor will any delay entitle Customer to terminate or rescind the Agreement.

The Products shall be at the risk of Customer or its representative from the time of delivery. 45 Degrees retains legal, beneficial and equitable ownership of the Products until full payment for such Products and all other money payable by Customer to 45 Degrees on any other account or under the Agreement or any other agreement is received by 45 Degrees from Customer. Therefore, until full payment is received, Customer will

(1) hold the Products on a fiduciary basis as 45 Degrees’ bailee

(2) store the Products (at no cost to 45 Degrees) separately from all other goods of Customer or any third party in such a way that they remain readily identifiable as 45 Degrees’ property

(3) not destroy, deface or obscure any identifying mark or packaging on or relating to the Products

(4) maintain the Products in satisfactory condition and keep them insured on 45 Degrees’ behalf for their full price against all risks to the reasonable satisfaction of 45 Degrees.

On request Customer shall produce the policy of insurance to 45 Degrees. Customer grants 45 Degrees, its agents and employees an irrevocable license at any time to enter without restriction any premises where the Products are or may be stored without prior notice in order to inspect them, or, where Customer’s right to possession has terminated, to recover them. 45 Degrees shall be entitled to maintain an action against Customer for the price of the Products notwithstanding that legal, equitable and beneficial title to and property in the Products has not passed to Customer.

Customer shall inspect the Products to identify any missing, wrong or damaged Products or packaging, and notify 45 Degrees of any such issues which would be apparent on reasonable inspection and testing of the Products within 7 days of the date of delivery of the Products. Where the defect or failure would not be so apparent within 7 days of the date of delivery, Customer shall notify 45 Degrees in writing of any defects or other failure of the Products within a reasonable time.

If Customer does not comply with the notification requirements in this clause, Customer shall not be entitled to reject the Products; 45 Degrees shall have no liability for such defect or failure, and Customer shall be bound to pay for the Products as if they had been delivered in accordance with the Agreement. 45 Degrees shall, at its discretion, repair or replace Products rejected in accordance with this clause.



6. Software

Software is subject to separate software license agreements accompanying the software media and any product guides, operating manuals, or other documentation presented to Customer during the installation or use of the Software.

In the absence of license terms accompanying the Software, 45 Degrees grants Customer a non-exclusive license to access and use the Software provided by 45 Degrees.

Software provided or made available to Customer by 45 Degrees in connection with the provision of the Services may be used only during the term of the Services and solely as necessary for Customer to enjoy the benefit of the Services.

For Software provided by 45 Degrees in connection with the provision of the Services, the following clauses shall apply:

Customer may not:

(1) copy (save for making a backup copy), adapt, license, sell, assign, sublicense, or otherwise transfer or encumber the Software;

(2) use the Software in a managed services arrangement; or

(3) use the Software in excess of the authorized number of licensed seats for concurrent users, sites, or other criteria specified in the applicable Service Documents.

Customer is prohibited from

(1) attempting to use or gain unauthorized access to 45 Degrees or to any third party’s networks or equipment;

(2) attempting to probe, scan, or test the vulnerability of Software or a system, account, or network of 45 Degrees or any of its customers or suppliers;

(3) interfering or attempting to interfere with service to any user, host, or network;

(4) transmitting unsolicited bulk or commercial messages;

(5) restricting, inhibiting, or otherwise interfering with the ability of any other person/entity, regardless of intent, purpose, or knowledge, to use or enjoy the Software (except for tools with safety and security functions); or

(6) restricting, inhibiting, interfering with, or otherwise disrupting or causing a performance degradation to any 45 Degrees (or 45 Degrees’ suppliers’) facilities used to deliver the Services. 45 Degrees takes no responsibility for keeping records of licenses Customers have purchased



7. Warranty

All products have one year direct with manufacturer’s warranty, unless otherwise specified.


8. Confidentiality

Each party must treat all Confidential Information received from the other party as it would treat its own confidential information generally, but with no less than a reasonable degree of care. Schools Contract Regulations will apply if you decide to seek quotations from other suppliers.

All candidates invited to quote must be provided with exactly the same information at the same time and subject to the same conditions. The details of this quotation must not be shared with any other candidates.


9. Customer Data

The Customer agrees to take full responsibility for all files and data, and to maintain all appropriate backups of files and data stored on Customer owned equipment. 45 Degrees will not be responsible for any data loss.


10. Termination

The Customer may terminate an order at any time; however, 45 Degrees reserves the right to charge a restocking fee which will be determined on an individual order basis.