undefined Terms & Conditions LA Micro Group (UK) Ltd. is a group company, encompassing both divisions operating under trading styles and subsidiary companies. Yello Telecommunications Ltd. is a subsidiary company of LA Micro Group (UK) Ltd. and its Terms and Conditions can be viewed here. Bytestock is a trading style of LA Micro Group (UK) Ltd. and its Terms and Conditions can be viewed here. LA Direct Solutions is a trading style of LA Micro Group (UK) Ltd. and its Terms and Conditions can be viewed here. Definitions and interpretations In these terms and conditions the following words have the meanings given: LA Micro Group (UK) Ltd. is a corporation organized and existing under the laws of England and Wales, with its Trading Office located at: 39-40 The Arches, Alma Road, Windsor, Berkshire, SL4 1QZ, England, Company Number: 05113241, VAT Number 850-1096-51; and every company which is, for the time being, a subsidiary (as defined in the Companies Act 1985) of that company or holding company (as defined in the Companies Act 1985) of that company or a subsidiary of such holding company; “Business Day” means any day other than a Saturday, Sunday or a public or bank holiday in England, Wales, Scotland or Northern Ireland; “Confidential Information” means all information (whether oral, written or in any other form) containing or consisting of material of a technical, operational, administrative, economic, marketing, planning, business or financial nature or in the nature of intellectual property of any kind or in the nature of specifications and relating either to the Hardware Products, Services, LA Micro Group (UK) Ltd. or the Customer (as the case may be); “Contract” means a contract for the purchase by the Customer of Hardware Products and/or Services from LA Micro Group (UK) Ltd. incorporating these terms and conditions and arising from the acceptance by LA Micro Group (UK) Ltd. of an Order; “Customer” means the person, firm or company ordering Hardware Products and/or Services from LA Micro Group (UK) Ltd.; “Default” shall mean any breach by either party of its obligations under a Contract, any default, act, omission, negligence or statement by either party, its employees, agents or sub-contractors arising out of or in connection with a Contract and in respect of which either party may be legally liable; “Delivery Address” means the address for delivery of the Hardware Products and/or Services as stated on the Sales Invoice/Sales Order; “Intellectual Property Rights” means copyright, patent, trademark, service marks, registered designs, sui generis rights, know-how, confidential information, trade or business names or other similar rights together with applications for any of the foregoing; “Licence Agreement” means any licence agreement relating to the use of Software; “Order” means any written order for Products, Services, or Products and Services, received by LA Micro Group (UK) Ltd. from the Customer; “Price” means the price payable for the Hardware Product or Service as specified in an Order accepted by LA Micro Group (UK) Ltd. and payable in accordance with these terms and conditions; “Hardware Product” means the Hardware Product ordered by the Customer from the Supplier in an Order accepted by the Supplier; “Services” means any configuration or installation services provided by LA Micro Group (UK) Ltd. as sub-contractor of the Customer to end-users of Hardware Product in conjunction with the supply of Hardware Product; “Software” means any computer software supplied by LA Micro Group (UK) Ltd., whether embodied in ROM, RAM, firmware or on disk, tape or other media; “Special Pricing” means the price for the Hardware Product has been set at an additional discount or fixed price for a supply by the Customer to a named end user; “Special Pricing Terms” means the terms and conditions applicable to the Special Pricing set by LA Micro Group (UK) Ltd.; “RMA” is an abbreviation for ‘Return Merchandise Authorisation’, which is a part of the process of returning a Hardware Product in order to receive a refund, replacement, or repair during either; the Hardware Product’s warranty period; or within the period specified under The Consumer Protection (Distance Selling) Regulations 2000. The purchaser of the product must contact the manufacturer (or distributor or retailer) to obtain authorization to return the product. The resulting RMA or RGA number must be displayed on or included in the returned product’s packaging; no returns are accepted without this number. All other words and expressions are to be given their normal English meaning taken in the context of the Contract. Any dispute as to the meaning of a word is to be settled by reference to the Oxford English Dictionary. Any reference to a clause shall mean a clause of these terms and conditions unless otherwise stated. The use of headings in these terms and conditions shall be for convenience only and shall not affect the interpretation of these terms and conditions. Reference to any statute or statutory provision or any other regulation includes any provision which subsequently supersedes it or re-enacts it (whether with or without modification). Contract formation All Orders submitted by the Customer to LA Micro Group (UK) Ltd. and accepted by LA Micro Group (UK) Ltd. shall be subject to these terms and conditions which shall form part of and govern any Contract. Acceptance by the Customer of any estimate or quotation for Hardware Products and/or Services issued by LA Micro Group (UK) Ltd. shall be deemed to be an acceptance of these terms and conditions. Any terms and conditions appearing in any Order or other document whatsoever issued by the Customer shall be void and of no effect and these terms and conditions shall override any previous agreements relating to the provision of Hardware Products or Services between the parties. No waiver of or amendments to these terms and conditions shall be effective unless made in writing and signed by an authorised representative of LA Micro Group (UK) Ltd.. Purported amendments by E-Mail or telephone will not be effective. The Contract contains the entire agreement of the parties in relation to the supply of Hardware Products or Services by LA Micro Group (UK) Ltd. to the Customer and the Customer irrevocably waives any right it might have to claim for damages and/or to rescind a Contract because of any misrepresentation by LA Micro Group (UK) Ltd. (unless such misrepresentation was made fraudulently) or any warranty not contained in the Contract. Price All prices for Hardware Products or Services stated in any quote, estimate or acceptance of Order are those current at the time of the Customer’s enquiry. The price payable by the Customer for Hardware Products or Services will be the price as quoted in the relevant Order accepted by LA Micro Group (UK) Ltd. and unless otherwise agreed in writing will be: a. exclusive of Value Added Tax or other applicable sales tax whether in substitution or in addition which shall be paid by the Customer at the rate from time to time in force; and b. exclusive of LA Micro Group (UK) Ltd.’s charges for delivery, handling or Services which will be added to the Supplier’s invoice for the Products. Subject to clause 5 under the PRICE heading, LA Micro Group (UK) Ltd. shall not be entitled to increase the Price (whether on account of increased material, labour or otherwise) without the prior written consent of the Customer, such consent not to be unreasonably withheld or delayed. Subject to clause 5 under the PRICE heading, LA Micro Group (UK) Ltd. will not increase or decrease the price of any product after acceptance of the order where the product is available from stock, irrespective of any price changes from the manufacturer. For the avoidance of doubt no price protection will be offered. Where the Order quotes On Offer and the price stated is after the On Offer Pricing has been applied, the price to be paid by the Customer will initially be the price on the accepted order but may be increased to the price before the Special Pricing discount at the LA Micro Group (UK) Ltd.’s discretion. If LA Micro Group (UK) Ltd. does not accept the Special Pricing claim as a result of any non-compliance by the Customer with any of the Special Pricing Terms governing the Special Pricing. Where the price is increased under clause 5 under the PRICE heading above, the Customer will pay the additional amount together with any Value Added Tax applicable to the Supplier within 14 days of receipt of an invoice for the additional amount. Websites, catalogues, price lists and other advertising literature or material as used by the Company are intended only as an indication as to the price and range of the Hardware Products offered and no prices, descriptions or other particulars contained therein shall be binding on the Company and are subject to change without notice. Payment LA Micro Group (UK) Ltd. may, at its discretion, offer credit terms to the Customer subject to the status of the Customer and completion by the Customer of a credit application form supplied by LA Micro Group (UK) Ltd. and approval from LA Micro Group (UK) Ltd.’s credit insurance underwriter. Such credit terms shall be determined by LA Micro Group (UK) Ltd. and confirmed in writing with the Customer. Unless and until credit terms are granted, the Customer will pay for any Hardware Products or Services on a “cash with order” basis in which case the Customer should allow at least three (3) Business Days for the payment to be credited to LA Micro Group (UK) Ltd.’s bank account. LA Micro Group (UK) Ltd. reserves the right not to release any Hardware Products or provide any Services until all such payments are cleared and credited to the LA Micro Group (UK) Ltd.’s bank account. Where credit terms are granted, and unless other terms are granted in writing, the Customer will pay no later than 30 days following the date of LA Micro Group (UK) Ltd.’s invoice and LA Micro Group (UK) Ltd. reserves the right to suspend deliveries where payment is delayed. Where Credit terms are granted, no amendments will be effective unless made in writing by the LA Micro Group (UK) Ltd.’s Account Manager or LA Micro Group (UK) Ltd.’s Finance Director. Purported amendments by E-Mail or telephone will not be effective. If Hardware Products are delivered in installments, LA Micro Group (UK) Ltd. reserves the right to invoice each installment as and when delivery is made to the Customer in which case payment shall be due in accordance with clause 2 or 3 under the PAYMENT heading above notwithstanding non-delivery of other installments or fulfillment of the entire order. If any payments are overdue the Customer may be placed on credit hold and no further Hardware Products or Services will be delivered or made available to the Customer until all payments due to LA Micro Group (UK) Ltd. under the Contract have been paid. LA Micro Group (UK) Ltd. may, at its discretion, withdraw credit facilities in the event of any breach of this contract by the Customer. If payment is not received by the relevant due date LA Micro Group (UK) Ltd. may: a. charge the Customer interest on any overdue amount (on a daily basis) from the due date of payment to the date of actual payment (both dates inclusive) at the rate of four (4) percent per annum above the HSBC Bank plc Base Rate for the time being in force; and/or b. take legal action for the recovery of any amount due and interest thereon at the rate specified in clause 7(a) under the PAYMENT heading above together with costs payable on a Solicitor and own Client basis. If payment is not received and LA Micro Group (UK) Ltd. uses third party services to recoup the outstanding debt, the customer will also incur any additional charges for the use of the third part services. All payments made by the Customer to LA Micro Group (UK) Ltd. shall be in the currency of the invoice or in sterling, in immediately available funds free and clear of any right of set off or counterclaim or any withholding or deduction whatsoever. Only a director of LA Micro Group (UK) Ltd. may agree terms of payment whereby the Customer may defer payment to LA Micro Group (UK) Ltd. until receipt of monies from a third party. Any agreement in Section 9 under the PAYMENT heading must be in writing, prepared before and referred to in the Customer’s Order and will not constitute a guarantee of performance to the Customer of any third party. The Customer agrees to make all payments due under Contracts irrespective of any dispute or claim the Customer may have with or against any third party. Returns Risk of damage to or loss of the Hardware Product shall pass to the Customer upon delivery to the address specified in the Order in accordance with The Delivery Policy. Full legal, beneficial and equitable title to and property in any Hardware Product shall remain vested in LA Micro Group (UK) Ltd. (even though they have been delivered and risk has passed to the Customer) until: a. payment in full of the purchase price (together with any interest and VAT thereon) and in cleared funds have been received by LA Micro Group (UK) Ltd. in respect of those Hardware Products; and b. all other amounts payable by the Customer to LA Micro Group (UK) Ltd. have been received by LA Micro Group (UK) Ltd.. Title to and property in The Hardware Products will remain with LA Micro Group (UK) Ltd. notwithstanding that the relevant Hardware Products have been incorporated in or affixed to other products including, for the avoidance of doubt, the storage of or incorporation of any Software in ROM, RAM or any other hardware, software or firmware or other media whatsoever. Until full legal, beneficial and equitable title to and property in any Hardware Product passes to the Customer: a. the Customer shall hold the Hardware Products on a fiduciary basis as LA Micro Group (UK) Ltd.’s bailee; b. the Customer will store those Hardware Products delivered to its premises in a proper manner and condition which adequately protects and preserves the Hardware Products and shall insure them, without any charge to LA Micro Group (UK) Ltd. and not tamper with any identification upon the Hardware Products or their packaging and shall ensure that they are stored separately from any other goods (whether or not supplied by LA Micro Group (UK) Ltd.) and are clearly identifiable and records kept of where installed, so showing as belonging to LA Micro Group (UK) Ltd., and LA Micro Group (UK) Ltd. shall be entitled to examine any such Hardware Products in storage at any time during normal business hours upon giving the Customer reasonable notice to do so; and c. LA Micro Group (UK) Ltd. may at any time, on demand and with prior notice, require the Customer to deliver the Hardware Products to LA Micro Group (UK) Ltd. and may repossess and resell the Hardware Products if any of the events specified in the PERSONNEL Clause occurs or if any sum due to LA Micro Group (UK) Ltd. from the Customer under this contract is not paid when due. If the Customer fails to redeliver any Hardware Product on demand in accordance with section 4 of the TITLE Clause, LA Micro Group (UK) Ltd. shall be entitled with notice, without incurring any liability to the Customer, to enter the Customer’s premises for the purpose of taking possession of the Hardware Product, and to take such steps as are necessary to remove the Hardware Product including the right to dismantle any product into which the Hardware Product has been incorporated and the right to detach the Hardware Product from any other goods to which the Hardware Product has been attached, provided that this can be done without damaging any product into which it has been incorporated. The Customer shall fully indemnify LA Micro Group (UK) Ltd. in respect of all LA Micro Group (UK) Ltd.’s costs (including legal costs) in connection with enforcing the provisions of section 5 of the TITLE Clause. LA Micro Group (UK) Ltd. hereby authorises the Customer to use and/or sell the Hardware Products in the normal course of the Customer’s business and to pass good title in the Hardware Products to its customers, if they are purchasers in good faith without notice of LA Micro Group (UK) Ltd.’s rights. This right shall automatically cease on the occurrence of any event set out in the PERSONNEL Clause and/or if any sum owed to LA Micro Group (UK) Ltd. by the Customer is not paid when due. If the Customer sells the Hardware Product prior to paying the full price thereof the Customer shall hold the proceeds of sale on trust for LA Micro Group (UK) Ltd.. 5.8 Where a Hardware Product is sold or otherwise disposed of to a third party before title to and property in it has passed to the Customer, the Customer shall keep records of where install or supplied to, the sale will constitute a sale by the Customer of LA Micro Group (UK) Ltd.’s property, and the Customer shall hold on trust for LA Micro Group (UK) Ltd. such sum as represents, or is equivalent to, the price at which the Hardware Product concerned was invoiced by LA Micro Group (UK) Ltd. to the Customer. 5.9 On termination under the PERSONNEL Clause or upon the Customer entering into a voluntary arrangement, if the Customer has not received the proceeds of any such sale or disposition, it will, if required by LA Micro Group (UK) Ltd., assign to LA Micro Group (UK) Ltd. forthwith all rights against the person, firm or company by whom the proceeds are owed, identify the person, firm or company and provide all relevant information relating to the transaction with the third party. Services Where the Customer requires LA Micro Group (UK) Ltd. to carry out any configuration or installation services as defined in clause 1.1 herein either for the Customer and /or the End-User, LA Micro Group (UK) Ltd. shall do so as sub-contractor to the Customer and the terms and conditions contained herein shall constitute the terms and conditions for the provision of such services. LA Micro Group (UK) Ltd. will use all reasonable endeavours to provide the Services in accordance with the terms of the Contract and will ensure that the Services will be provided with all reasonable care and skill and by suitably trained and qualified persons. If the Services are to be provided according to a timetable (“the Timetable”) LA Micro Group (UK) Ltd. shall use all reasonable endeavours to adhere to the timetable in providing the Services but time shall not be of the essence in the provision of the Services. DELIVERY & SHIPPING RETURNS AND CANCELLATIONS WARRANTIES LIABILITY Nothing in this Terms and Conditions Agreement shall limit or exclude the LA Micro Group (UK) Ltd.’s liability for death or personal injury caused by the negligence of LA Micro Group (UK) Ltd. and for any fraudulent misrepresentation and for any other liability that cannot be excluded under applicable law. The maximum liability of LA Micro Group (UK) Ltd. under or in connection with any Contract and whether in contract, tort (including negligence), for breach of statutory duty or otherwise for any direct physical damage to tangible property of the Customer caused by a default by LA Micro Group (UK) Ltd. shall be limited to the lesser of £25,000 per incident or series of incidents or an amount equal to the sums paid by the Customer under the Contract during the preceding 12 months. The maximum aggregate liability of LA Micro Group (UK) Ltd. to the Customer under or in connection with any Contract and whether in contract, tort (including negligence), for breach of statutory duty or otherwise for any direct loss or damage (other than to tangible property) suffered by the Customer as a result of any default of LA Micro Group (UK) Ltd. shall be limited in aggregate to the lesser of £25,000 or an amount equal to the sums paid by the Customer under the Contract during the preceding 12 months. LA Micro Group (UK) Ltd. shall not be liable to the Customer whether in contract, tort or otherwise and even if foreseeable by or in the contemplation of the Supplier for: a. any loss of profits, business, revenue, goodwill, data or anticipated savings, whether sustained by the Customer or any other person; or b. any special, indirect, or consequential loss whether sustained by the Customer or any other person. Any advice or recommendations given to the Customer by LA Micro Group (UK) Ltd. or its employees or agents as to storage, application, use or preference of the Hardware Products which is not confirmed in writing by LA Micro Group (UK) Ltd., is followed or acted upon entirely at the Customer’s own risk and accordingly LA Micro Group (UK) Ltd. shall not be liable for any such advice or recommendation which is not so confirmed. Confidentiality Any advice or recommendations given to the Customer by LA Micro Group (UK) Ltd. or its employees or agents as to storage, application, use or preference of the goods which is not confirmed in writing by LA Micro Group (UK) Ltd., is followed or acted upon entirely at the Customer’s own risk and accordingly LA Micro Group (UK) Ltd. shall not be liable for any such advice or recommendation which is not so confirmed in writing. This clause shall not extend to any information which was rightfully in the possession of a party prior to the commencement of the negotiations leading to a Contract, which is already public knowledge or becomes so at a future date (otherwise than as a result of a breach of the clause) or which is trivial or obvious. Each party shall ensure that its employees and agents are aware of and comply with the provisions of this clause. The CONFIDENTIALITY Section and all of its subsections shall apply for a period of two (2) years following any termination of this contract. Termination Without prejudice to any other rights or remedies LA Micro Group (UK) Ltd. might have against the Customer LA Micro Group (UK) Ltd. may terminate a Contract or suspend the performance of its obligations under a Contract forthwith by notice in writing to the Customer if: a. the Customer defaults in making payment for any of the Hardware Products or Services supplied by LA Micro Group (UK) Ltd. within seven (7) days of its due date; or b. the Customer defaults in any of its obligations under these terms or a Contract; or c. the Customer makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986 or becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or a trustee receiver, administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the Customer; or d. the Customer is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 be unable to pay his debts or any steps are taken to wind up the Customer, or an administrator, administrative receiver or receiver is appointed over the Customer’s business or any part of its assets. Upon termination of a Contract under Section 1 of the TERMINATION Clause, LA Micro Group (UK) Ltd. shall have the right, without prejudice to any other right or remedy available, to enter the Customer’s premises and repossess the Hardware Product or any of them and shall have the right to dismantle any machinery, product, item or equipment into which the Hardware Product or any of them have been incorporated and the Customer shall be responsible for all LA Micro Group (UK) Ltd.’s costs and expenses in connection with doing so. Those clauses capable of surviving termination shall do so. Variations LA Micro Group (UK) Ltd. reserves the right to modify these terms and conditions upon notice in writing to the Customer. Any such modification will apply on the effective date specified in the said notice to all Orders which are accepted by LA Micro Group (UK) Ltd. on or after the date of notice. The Customer shall have thirty days from the date of notice within which to cancel any Order sent to LA Micro Group (UK) Ltd. prior to the date of notice and not accepted by LA Micro Group (UK) Ltd. at that date. Assignment The Customer shall not assign or otherwise transfer any of its rights or obligations under a Contract whether in whole or in part without the prior written consent of LA Micro Group (UK) Ltd., which shall not be unreasonably withheld. LA Micro Group (UK) Ltd. may assign or otherwise transfer any of its rights and obligations under a Contract whether in whole or in part to another company in its Distribution Channel by giving the Customer notice in writing at any time. Personnel The Customer acknowledges that LA Micro Group (UK) Ltd. has incurred significant costs in recruitment and training its employees to enable them to provide the Services. Accordingly LA Micro Group (UK) Ltd.’s Customers and LA Micro Group (UK) Ltd.’s Suppliers agrees that it will not, and it will ensure that no other company within its Group will not, solicit or approach in any way, any of LA Micro Group (UK) Ltd.’s employees who are involved in the provision of the Services with a view to offering them employment or to solicit services from them on their own account (whether for the Customer or another party) during the period of the Contract and for a period of six (6) months after termination or expiration of the Contract. The Customer acknowledges that damages will not be an adequate remedy for LA Micro Group (UK) Ltd. if the Customer breaches section 1 under the PERSONNEL Clause and that LA Micro Group (UK) Ltd. will be entitled to seek injunctive relief and any other equitable remedies with respect to such breach. If any employee of LA Micro Group (UK) Ltd. leaves the employment of LA Micro Group (UK) Ltd. as a result of a breach by the Customer of section 1 under the PERSONNEL Clause and commences employment with, or provision of services to the Customer or any other member of the Customer’s Group it shall pay LA Micro Group (UK) Ltd. 50% of the higher of: a. the annual salary (including any benefits-in-kind, bonus payments, commissions and other emoluments) of the employee at the date that they ceased to be an employee of LA Micro Group (UK) Ltd.; and b. the annual salary of the employee at the time they commence employment by the Customer or other member of the Customer’s Group and the Customer acknowledges that any such payment is by way of liquidated damages and is a reasonable and genuine pre-estimate of LA Micro Group (UK) Ltd.’s losses. Invalidity If any provisions, or portions thereof, of a Contract are held to be invalid and unenforceable under any applicable statute or rule of law, they are to that extent to be deemed omitted and the validity and/or enforceability of the remaining provisions of the Contract shall not be impaired or affected by that omission. Force Majeure Neither LA Micro Group (UK) Ltd. nor the Customer shall be liable to the other or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the Hardware Products, if the delay or failure is beyond that party’s reasonable control. The following shall be regarded as causes beyond either party’s reasonable control, inclusive of, but not limited to: a. act of God, explosion, flood, tempest, fire or accident; b. war, sabotage, insurrection, civil disturbance or requisition; c. acts, restrictions, regulations, bye laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; d. import or export regulations or embargoes; e. strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of either the Supplier or the Customer or of a third party);or f. power failure or breakdown in machinery. g. Courier’s or Logistic’s Agents failure to deliver Hardware Products to the Customer within the agreed period. Notices All notices which are required to be given hereunder shall be in writing and shall be sent to the registered address of the party in question. Export Control The Customer acknowledges that certain Hardware Products may be subject to export controls imposed by United Kingdom or other Governments and undertakes to apply for and obtain any necessary licences or other consents that may be necessary to export or take any product (or any part thereof) out of the United Kingdom. Governing Law The parties submit all their disputes arising out of or in connection with this warranty to the exclusive jurisdiction of the Courts of England and Wales. Waiver The waiver by either party of a breach or default of any of the provisions within these Terms and Conditions by either party shall not be construed as a waiver of any succeeding breach of the same or other provisions, nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has, or may have hereunder operates as a waiver of any breach or default by either party. Rights of Third Parties The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Contract. No person who is not a party to this Contract (including any employee, officer, agent, representative or subcontractor of either party) shall have the right (whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise) to enforce any term of this Contract which expressly or by implication confers a benefit on that person without the express prior agreement in writing of the parties which agreement must refer to this clause. Special Pricing LA Micro Group (UK) Ltd. may supply certain Hardware Products priced under Special Pricing Terms and Conditions on the condition that the Customer: a. obtains and familiarises themselves with a copy of the current Special Pricing Terms available from LA Micro Group (UK) Ltd.; b. complies with the Special Pricing Terms and Conditions in all respects; c. obtains and quotes an authorised Special Pricing reference on its Order; d. cooperates fully with any audit or End User verification process undertaken by or on behalf of LA Micro Group (UK) Ltd.; and e. provides all documentation either detailed in the Special Pricing Terms or reasonably requested by LA Micro Group (UK) Ltd. as part of an audit or End User verification process, either to LA Micro Group (UK) Ltd. directly or to any nominated representative within the timescales set out in the Special Pricing Terms. The Customer agrees to fully indemnify LA Micro Group (UK) Ltd. against any costs arising from an audit or End User verification process into products purchased by the Customer under Special Pricing, where LA Micro Group (UK) Ltd. determines that the Special Pricing is not valid or that the Customer has not complied fully with the Special Pricing Terms governing the Special Pricing. Such costs to include the value of the Special Pricing and cost of an associated audit or End User verification process. The Supplier recognises the sensitive nature of the information which may be required by LA Micro Group (UK) Ltd. as part of their audits or End User verification processes and undertakes to: a. keep any such information which is passed to LA Micro Group (UK) Ltd. confidential to LA Micro Group (UK) Ltd. and to those employees of LA Micro Group (UK) Ltd. who need to have access to it for the purposes of the audit or End User verification; b. return or dispose of any such information upon request by the Customer; and c. pass the information to LA Micro Group (UK) Ltd. only upon request as part of an audit or End User verification procedure. 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