Terms and Conditions of Sales

1 Definitions

1.1 “Buyer” means the party purchasing the Products from Imaging Systems Design Limited.

1.2 “Seller” means Imaging Systems Design Limited.

1.3 “Goods” means all goods and materials which are the subject of the Buyer’s order for the Products which are to be supplied to the Buyer or installed by the Seller under these conditions of Sale.

1.4 “Contract” means the Contract formed by the Seller’s acceptance of the Buyer’s order including these Terms and Conditions of Sale between the Seller and the Buyer.

1.5 “Terms and Conditions of Sale” means the Terms and Conditions of Sale referred to in the Agreement.

1.6 “imaginSYS” means Imaging Systems Design Ltd. and is a trading name of Imaging Systems Design Ltd. these names may be used interchangeably.

1.7 “User” means the person or persons using a hardware or software product from the Seller. This may be the Buyer or somebody else from their organisation.

1.8 “Organisation” means the purchasing party – a company, healthcare provider, university, school, not-for profit, charity or any other collective of people which the Buyer has acted as a representative of upon purchase.

2 Orders

2.1 The Seller will confirm in writing each individual order from the Buyer which is accepted by the Seller in conformance with the Agreement. All verbal orders must be confirmed in writing within 7 days by the Buyer.

2.2 The order must contain or be accompanied by such information as is necessary in order that the Seller is able to proceed with the order forthwith. The Buyer shall within a reasonable time furnish all such further information beyond that which is contained in the order or has otherwise been given to the Company, as the Company shall require to execute the Contract.

2.3 All orders are accepted subject to these Terms and Conditions of Sale. No Terms or Conditions put forward by the Buyer shall be binding on the Seller unless agreed to in writing by the Seller.

2.4 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges, expenses incurred by the Seller as a result of cancellation provided that all such orders are delivered to the Buyer in accordance with the order accepted in writing by the Seller.

2.5 The Seller reserves the right to cancel any order, or to suspend delivery, in the event of the Buyer being in breach of any terms of a prior agreement between the Seller and the Buyer.

3. Description of Goods and Drawings

3.1 The performance ratings, weights, dimensions, capacities, prices and other data included in brochures, catalogues, prospectuses, circulars, advertisements, illustrated matter and price lists constitute an approximate guide. These data shall not be binding save to the extent that they are by reference expressly included in the Contract.

3.2 Any technical documents, drawings, models or demonstration software supplied by or on behalf of the Seller and intended for use in the assembly, manufacture and/or installation of any part thereof and submitted to the Buyer prior or subsequent to the formation of the Contract remain the exclusive property of the Seller. They may not without the Seller’s consent be utilised by the Buyer or copies reproduced or transmitted or communicated to a third party, and the Buyer shall in no way infringe letters, patent, registered design, trade mark or trade name or in any way so deal with the Goods so as to facilitate any of the foregoing, except that nothing herein shall prevent the Buyer from using such items in the sales of the Goods purchased from the Seller.

4. Payment

4.1 All payments are to be made in accordance with the Agreement. Time is of the essence with regard to the payment of any sums.

4.2 Without prejudice to the Seller’s other rights if the Buyer fails to pay the Seller any amount on the due date :

4.2.1 the Seller should have the right to cancel any order placed the Buyer without prejudice to its right to recover damages for any loss sustained by the Seller;

4.2.2 the Seller reserves the right on reasonable notice to charge interest on overdue amounts at the rate of 3% above the Base rate for the time being of the Cooperative Bank per month or per part of a month until payment in full has been received;

4.2.3 the whole of the balance of the price then outstanding shall become due and payable forthwith;

4.2.4 the Seller reserves the right to repossess any Goods in respect of which payment is overdue and thereafter resell the same, and for this purpose the Buyer hereby grants an irrevocable right and license to the Seller or its servants and agents to enter upon its premises with or without vehicles during normal business hours; such right to continue notwithstanding the termination of the Contract for any reason.

5 Completion of the Order, Delivery and Despatch

5.1 The order shall be considered to be completed when and the Seller’s obligations discharged when the Goods covered by the order shall have been collected Ex-Works as defined in the INCO terms 1990 by the Buyer or his representative .

5.2 Any time fixed by the Contract for the delivery of Goods shall run from the date of the receipt of the Seller’s acceptance of the order until the date of collection of the goods from the factory by the Buyer or his representative. All orders shall be delivered within one hundred and twenty (120) days of the date of acceptance of the order in writing by the Seller, unless a later date is specified in the written acceptance of the order.

5.3 Any time fixed by the Contract for the completion of the order is made in good faith and based on conditions prevailing at the time of acceptance in writing of the order by the Seller. If the time of completion is extended due to industrial disputes, fire, accident, mobilisation, requisition, embargo, currency restrictions, insurrection, riot, shortage of transport, shortage of or defect in materials or restriction in use of power, or howsoever caused which is outside the Seller’s control, or if delay is caused by an act or omission of the Buyer and whether such cause occurs before or after the time of the extended time for completion the Seller may at its option either suspend performance or cancel the Contract or so much of it as remains unperformed without liability for any loss and without prejudice to the Seller’s rights to receive payment for the price of all Goods previously delivered.

6. Risk

The Goods shall be at the Buyer’s risk immediately on delivery to the carrier and the Buyer must insure the Goods accordingly.

7 Reservation of Title

7.1 The Seller shall retain title to the goods until it has received payment in full of all sums due in connection with the supply of Goods to the Buyer at any time and the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee. For these purposes the Seller has only received a payment when the amount of that payment is irrevocably credited to its bank account.

7.2 If any item of Goods owned by the Seller is attached to, mixed with, or incorporated into other goods not owned by the Seller, and is not identifiable or separable from the resulting composite or mixed goods title to the resulting composite or mixed goods shall vest in the Seller and shall be retained by the Seller for as long as and on the same terms as those on which it would have retained title to the Goods in question.

7.3 The Buyer shall store Goods owned by the Seller in such a way that they are clearly identifiable as the Seller’s property, shall maintain records of such goods identifying them as the Seller’s property and of the persons to whom it sells or disposes of such Goods, and of the payments made by such persons for such Goods. The Buyer will allow the Seller to inspect these records and the Goods themselves on request. All Goods supplied by the Seller in the Buyer’s possession shall be presumed to belong to the Seller (unless the Buyer can prove otherwise).

7.4 The Seller shall be entitled to trace the proceeds of sale and any insurance proceeds received in respect of Goods owned by the Seller. Such proceeds shall be paid into a separate bank account and shall be held by the Buyer on trust for the Seller.

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

7.6 Title to software contained in the Goods shall at no time pass to the Buyer.

8 Insurance

From the time at which risk passes under the provisions of Clause 6 hereof, the Buyer shall keep the Goods fully protected and insured against all risks including, but not limited to, damage in shipment, until final payment is made and title passes to the Buyer.

9 Testing, Demonstration and Rejection

9.1 The Seller shall carry out performance tests on the Goods following completion of manufacture in order to ascertain that the performance of Goods is within its anticipated standards.

9.2 Where there is no direct specification as part of the order, the above specified testing and demonstration routines shall be carried out in accordance with the general practice appertaining in that part of the industry in the country where the Goods are manufactured.

9.3 Rejection of the Goods by the Buyer as not complying with the Contract must be notified to the Seller within ninety (90) working days from receipt by the Buyer unless otherwise expressly agreed in writing.

10 Guarantee

10.1 The Seller will replace any Goods or part thereof which prove to be defective as a result of poor workmanship or bad material in manufacture if such goods or part thereof are returned to the Seller with cost of carriage paid by the Buyer, unless expressly agreed otherwise in writing, within 12 months of installation by the Buyer, provided that installation occurs within ninety (90) days of the date of despatch, subject to the following conditions :

10.1.1 such defects must be notified to the Seller within 5 business days of the defects becoming apparent,

10.1.2 the Seller shall be under no liability in respect of any Goods arising from any drawing, design or specification supplied by the Buyer, any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller’s approval.

10.1.3 the Seller shall be under no liability under the above guarantee, or otherwise if the total price for the Goods has not been paid by the due date of payment;

10.2 Subject to and without limiting Clause 10.1 no collateral contract, representation, warranty, condition, stipulation, liability or obligation whatsoever (without limitation) and howsoever arising is given, made or undertaken, and are hereby excluded, extinguished and otherwise waived by the Buyer.

10.3 Subject to and without limiting Clause 10.2:-

10.3.1 the Seller shall not be liable to the Buyer for any loss or damage of any nature or for any injury (other than personal injury as defined in Section 1 of the Unfair Contract Terms Act, 1977) whatsoever whether direct or consequential arising out of or in connection with the Goods; and

10.3.2 the Buyer shall not rely upon any representation concerning the Goods unless the same shall have been made by the Seller in writing.

10.4 The Seller makes no representation and gives no warranty in respect of the sources of manufacture or production of the goods or any part thereof.

10.5 The Seller warrants that all Products sold to the Buyer shall operate in accordance with the Seller’s anticipated standards as stated in the supplied specification, subject to proper installation and operation of the Products by the Buyer.

11 Remedies

No relaxation, forbearance or delay by the Seller or the Buyer in enforcing any of the terms and conditions herein shall prejudice, affect or restrict the right of the Seller or the Buyer hereunder, nor shall any waiver by the Seller or the Buyer of any breach operate as a waiver of any subsequent or continuing breach thereof.

12 Amendments or Variations

No amendment to or variation of the Contract or any part thereof shall be valid as against the Seller or the Buyer unless it is in writing and signed by a duly authorised representative of the Seller or the Buyer.

13 Conditions of Sale

If any provision in these Conditions of Sale (or part thereof) shall be found to be invalid, ineffective or unenforceable, the invalidity, ineffectiveness or unenforceability of such provision (or part thereof) shall not affect any other provision and accordingly all provisions (or parts thereof) not affected by such invalidity, ineffectiveness or unenforceability shall remain in full effect.

14 Applicable Laws

14.1 This Agreement shall be subject to and interpreted in accordance with English law.

14.2 Any dispute concerning this Agreement shall be settled by court proceedings in England.

15 Software Specific Terms

15.1 By using any Imaging Systems Design Ltd. software product – you agree to all license agreements documented in the license folder installed with said software and all terms and conditions and policies listed on the imaginSYS website at http://www.imaginsys.com/terms

15.2 Any simulated MRI image produced by SiMAGIN or any other software product from imaginSYS are for educational purposes only. Said images may not be further image processed beyond the scope of the imaginSYS software features, be used for training AI models, distributed online or by any other means to any party outside of the organisation the license is assigned to or used for any commercial purpose other than academic research and education without the prior written consent from Imaging Systems Design Ltd.

15.3 Any patient data or personal data input to any simulation software including SiMAGIN is entirely fictitious and should not relate to any real person. Any similarities between fictitious data input to the simulator and any real person is not the fault of the seller and the seller will not be held responsible for any loss of any kind because of user error relating to data input or any other kind.

15.4 Any personal or student edition of any imaginSYS software must be used for personal use only. The software or any images produced by said software may not be shared in any way including over any remote desktop software to instruct a class within the same organisation. The only allowable User of the software is the person whose name is assigned to the license of the software.

15.5 Any instructor software from imaginSYS may only shared by the User over remote desktop software or similar to faculty members or students within the organisation the software license is assigned to. Said software may not be shared with any third party without written consent from Imaging Systems Design Ltd.

15.6 Any images produced by any software from Imaging Systems Design Ltd. must be processed, utilised and stored in alignment with the laws of the country of the organisation it is sold to.

15.7 Users may not redistribute the software, send download links to the software outside the organisation the license is assigned to or attempt to reverse engineer the software or use it for any other purpose other than academic research and education.

15.8 The User license for any imaginSYS software product is non transferable and only medical professionals, educators and students from the Organisation assigned the license may use said software. If a license holder, member of faculty or student shares the software with people from outside the organisation the license is assigned to – they are in breach of the terms.

15.9 Any User found to be breaching the terms set out in this policy may have their license terminated and legal action may be taken against them as set out in Section 14.

15.10 Imaging Systems Design Ltd. accepts no losses as a result of the use of imaginSYS software in alignment with the terms outlined in section 10.

APPENDIX 1

PERSONAL DATA

In this section, “data controller”, “data processor”, “data subject”, “personal data” and “processing” have the same meanings as set out in Data Protection Laws.
The following are the details of the processing to be carried out by us acting as data processor in relation to the following personal data processed on your behalf in connection with this agreement (“Data”): a) Subject matter: Any personal data included within Your Content. b) Duration of the processing: The period of this agreement. c) Nature and purpose of the processing: To enable you to use our Services in accordance with this agreement including in connection with the supply of goods or services to your customers. d) Type of personal data: Any personal data included within Your Content. e) Categories of data subject: Your customers or others who are the data subjects in respect of personal data included within Your Content. f) Obligations and rights of the controller: See below.
We shall:

a) process the Data in accordance with Data Protection Laws (and nothing in this agreement relieves us of our own direct responsibilities and liabilities under Data Protection Laws);
b) process the Data only so far as is necessary for the purpose of performing our obligations under this agreement;
c) process the Data only on your written instructions including as set out in this agreement unless the law requires otherwise in which case we shall inform you before processing;
d) not transfer Data:

i) outside areas covered by GDPR regulation
ii) outside the EU or UK or any area covered by GDPR regulation except to entities which are certified under the EU-US Privacy Shield Framework, which provides certain safeguards in relation to the handling of personal data;

e) not disclose Data to anyone other than our employees or agents and shall ensure that those persons are subject to an obligation of confidentiality in relation to the Data;
f) maintain technical and organisational security measures (including where applicable in relation to encryption, pseudonymisation, resilience of processing systems, backing up personal data in order to be able to reinstate the system and testing) sufficient to comply with the obligations imposed on you under Data Protection Laws;
g) not subcontract any processing of Data without your prior written consent and, if such consent is given:

i) impose on the sub-processor the same obligations in relation to Data that are imposed on us under this agreement; and
ii) we remain fully liable to you for the performance of the sub-processor’s obligations

and you hereby consent to us appointing pythonanywhere/ Amazon AWS as sub-processors; h) give you at least 14 days’ notice in writing of the proposed appointment of any new sub-processor in which case the following shall apply:

i) if you do not object within such period, the data controller will be deemed to have consented to the appointment of the new sub-processor; and
ii) if you do object within such period, you are entitled within 14 days of such objection to terminate this agreement to the extent that it relates to services which require the use of the proposed sub-processor;

i) take reasonable steps to assist you in complying with your own obligations under Data Protection Laws including:

i) responding to subject access requests;
ii) keeping Data secure;
iii) notifying data subjects about personal data breaches;
iv) carrying out any data protection impact assessment (“DPIA”); and
v) consulting with the relevant supervisory authority where applicable following a DPIA;

j) on termination of this agreement, at your option either delete or return all Data to you, unless we are legally required to retain the Data (and we will assume that you want us to delete the Data unless you tell us within 14 days of termination that you want the Data to be returned); k) make available to you all information necessary:

i) to demonstrate compliance with our obligations relating to Data both in this agreement and under Data Protection Laws; and
ii) to submit and contribute to audits carried out by you or an auditor appointed by you; and

l) immediately inform you if in our opinion your instruction does not comply with Data Protection Laws.