GENEARL SALES TERMS AND CONDITIONS
Our contract with you
Please find set out below the terms and conditions (Terms) upon which Tech-Wales Limited (we/us/our) supplies IT hardware and software and IT support. Please read these terms carefully. They will apply to any contract made between us to the exclusion of any other terms you may seek to impose or incorporate or which are implied by trade, law, custom, practice or course of dealing. Should you have any queries in relation to any matter set out in these Terms, please do not hesitate to contact us and we will seek to clarify the matter of concern.
We are a limited company registered in England and Wales under company number 07959433 and have our registered office at Unit 14 Seaway Parade Industrial Estate, Seaway Parade, Port Talbot SA12 7BR. Our VAT number is GB131474240.
You can contact us by telephoning us on 01639 326001 or by e-mailing us at email@example.com
If you wish to contact us in writing, or if any clause in these Terms requires you to give us notice in writing, you can send this to us by e-mail, by hand, or by pre-paid post to our trading address set out above. We will confirm receipt of this by contacting you in writing. If
we have to contact you or give you notice in writing, we will do so by e-mail, by hand, or by pre-paid post to the address you initially provide to us.
We will discuss your initial requirement for services and/or IT hardware and software. We will then provide you with a written proposal or quotation (Quotation) setting out your requirements and specification for the services you require (Services), and/or a description of any IT hardware and/or software to be supplied (IT Equipment ), any installation works to be done, materials required, our price and such other information as we deem necessary.
We will discuss and agree the Quotation with you. Once it has been agreed we will require you to confirm your acceptance of the same by either signing a copy of the Quotation or providing your written confirmation.
Once the Quotation is approved we will provide you with an acknowledgement of order or we will commence the supply of the Services and/or IT Equipment at which point the contract shall be established between us on these Terms.
It is important that you consider the contents of the Quotation carefully as the Services and/or any IT Equipment will be supplied in accordance with the Quotation. You are responsible for notifying us if you think there is a mistake or require any changes to it. We
will confirm any changes in writing to avoid any confusion between us.
Once approved, you may only request amendments to the Quotation in accordance with these Terms.
Please note any quotation contained in the Quotation remains valid for up to 30 days only.
We may withdraw our Quotation at any time by giving you notice.
We reserve the right to amend without any liability to you any typographical, clerical or other error or omission in any quotation, invoice or other document issued by us.
Once an order has been accepted by us you may not cancel the same unless we give our written agreement and provided that you indemnify us against any costs, losses, damages, costs and expenses incurred by us as a result of the cancellation (including but not limited to cost of all labour and materials).
Our Services will be provided in all material respect in accordance with the Quotation using reasonable skill and care.
IT Equipment to be supplied will be of the quantity and the description set out in the Quotation.
We reserve the right to make any changes to the Services and/or the IT Equipment which are necessary to comply with any applicable laws or which do not materially affect the nature or quality of the Services or the IT Equipment. We will notify you of such changes.
We will use all reasonable endeavours to meet any performance dates set out in the Quotation but such dates are estimates only and time shall not be of the essence in respect of carrying out the Services and/or supplying the IT Equipment. In providing the Services and/or supplying the IT Equipment, we will use reasonable endeavours to minimise any disruption to your business. However due to the nature of the Services and/or the supply of the IT Equipment some disruption will be inevitable. We will not be liable to you for any disruption or interference caused to you as a consequence of performing our obligations under this contract.
In providing the Services and/or supplying the IT Equipment, additional services may be required whether due to a pre-existing condition or otherwise. If additional services are required we will use all reasonable endeavours to advise you of the additional services and any additional costs (including an increase in our Charges) and the impact upon any agreed timescales. Save where such additional services are required as a matter of urgency we will not undertake any additional services without your consent.
To enable us to perform our obligations under the contract you will:-
(a) cooperate with us in all matters relating to the provision of the Services and the supply of any IT Equipment;
(b) provide us with clear, timely and accurate instructions;
(c) comply with our reasonable instructions;
(d) provide us with such information and documentation as we may reasonably require and ensure such information is accurate and complete in all material respects;
(e) promptly notify us of any inaccuracies in any information supplied by you and supply us with the correct information;
(f) provide us with such access to your premises, data and to such other facilities as we may reasonably require;
(g) undertake any preparatory works to any premises which are required to enable us to provide the Services or supply the IT Equipment;
(h) where you are supplying any hardware or software you will ensure the same is made available to us or installed in a timely manner to enable us to perform our obligations under the contract.
(i) unless we have agreed to obtain the same on your behalf, you will be responsible for obtaining all necessary approvals, licences, consents or permissions to enable us to perform our obligations and you will comply at all times with such approvals, licences,
consents or permissions;
(j) you will enter into and comply with any third party software licence agreement required to enable you to use third party software supplied to you under this contract. You will be responsible for the payment of all licence fees payable thereunder. Please note if you do not keep up payment of any licence fee and/or comply with the terms of any third party licence agreement your right to use such software may be terminated;
(k) unless we agree to do this for you, you will ensure prior to commencement of the Services or the supply of IT Equipment that your data is suitably backed up. In migrating data to the IT Equipment, there is a risk that the migration may not result in
the transfer of all data.
Please note that if our performance of the Services and/or the supply of the IT Equipment is delayed or prevented by an act or omission on your part (or that of your officers, employees, agents or contractors) or any failure to comply with your obligations (Default):-
(a) we may, without limiting our other rights and remedies, suspend performance of the Services until such time as the Default is remedied;
(b) we will not be liable for any costs, charges or losses you incur or sustain;
(c) you shall reimburse us on written request for any costs or losses we sustain or incur arising from your Default.
Where IT Equipment is to be supplied, we will notify you when such products are available for delivery. Unless otherwise agreed delivery will take place at our trading address. We may deliver the IT Equipment by separate instalments. Each separate instalment will be invoiced and paid for in accordance with these Terms.
If you do not take delivery of the IT Equipment within 7 days of us notifying you that the IT Equipment is ready for delivery:-
(a) delivery will be deemed to have taken place on the expiry of the 7 day period; and
(b) we shall place the IT Equipment into storage and we will charge you the costs and
expenses of doing so (including any insurance costs).
Risk in the IT Equipment passes to you on delivery.
Title to IT Equipment will not pass to you until you have made payment in full for the Services and any IT Equipment supplied. Until title passes, you will:-
(a) hold the IT Equipment on a fiduciary basis as our bailee;
(b) store the IT Equipment in a satisfactory condition and separately from your or any third party’s equipment so it remains identifiable as our property;
(c) not destroy, deface, or obscure any identifying mark or packaging on the IT Equipment; and
(c) keep the same insured with a reputable insurance company.
Your right to possession of the IT Equipment before ownership has passed to you will terminate immediately upon an event set out in the Termination provisions below arises in which case, without limiting any other right we have, we may require you to deliver up
possession of the IT Equipment and if you do not do so we may enter any of your premises for the purpose of recovering the IT Equipment. All costs incurred by us in recovering the IT Equipment shall be borne by you.
We will test and inspect the IT Equipment on delivery to ensure it complies with the requirements of the Contract.
Where we are not the manufacturer of the IT Equipment, we will use reasonable endeavours to transfer to you the benefit of any warranty or guarantee given by the manufacturer to us.
Any IT Equipment will for the period of 30 days from delivery be of satisfactory quality and will comply in all material respects with the Quotation (Warranty). If you discover that the IT Equipment does not conform to the Warranty, you should give us notice within 7 days of discovering the defect. We shall have the right to examine the IT Equipment and at our option we may repair or replace the IT Equipment or offer you a refund of the Charges paid for the IT Equipment . This shall be the extent of our liability to you.
Please note that the Warranty will not apply if:-
(a) you make any further use of the IT Equipment after giving us notice of nonconformity;
(b) the defect arises because you failed to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the IT Equipment.
(c) you alter or repair the IT Equipment without our written consent.
We shall not be liable for any damage or defect to the IT Equipment caused by improper use of the Equipment or use outside its normal application.
Our Charges for carrying out the Services and/or the supply of the IT Equipment are set out in the Quotation (Charges)
Our Charges are exclusive of VAT which will be added at the rate applicable at the time.
Our payment terms are set out in the Quotation. If no payment terms are stated in the Quotation or otherwise agreed in writing payment of our Charges must be made within 14 days of the date of our invoice. Any query in relation to our invoice must be raised within 14 days of the date of our invoice otherwise our invoice shall be deemed accepted by you.
Unless otherwise agreed in writing we shall be entitled to charge you for any expenses we reasonably incur in the provision of the Services and/or supply of the IT Equipment including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses.
If you do not make any payment due to us by the due date for payment we may (without affecting any of our other rights and remedies):-
(a) suspend the Services or the supply of the IT Equipment with immediate effect until you have paid us the outstanding amount; and/or
(b) charge interest to you on the overdue amount at the rate of 3% a year above the base rate of HSBC Bank Plc from time to time. This interest shall accrue on a daily basis from the due date until the actual payment of the overdue amount, whether before or after judgement. You must pay us interest together with any overdue amount.
On occasions we may engage the services of a debt collection agency to collect overdue amounts owed to us. You agree that we may pass your details to such agency for the purpose of collecting in the monies owed to us by you. Should it be necessary for us to
engage the services of a debt collection agency to collect monies owed by you to us, you will be liable to pay any costs we may incur with such agency.
Changes to supply
If you require a change to the Services and/or the IT Equipment , please provide us with details of the requested change in writing. We will use all reasonable endeavours to accommodate your change. Upon receipt of your request, we will advise you of any impact
of the proposed changes upon any agreed timescales, any necessary variations to our Charges and any other impact upon these Terms. No change will be implemented until such time as you and we have agreed the necessary changes and any additional Charges
Intellectual Property Rights
All patents, rights to invention, copyright, design rights or any other intellectual property rights (IPR) in or arising out of the carrying out of the Services and/or the supply of a IT Equipment by us shall belong to us or the third party owner.
Our IPR in and relating to the IT Equipment and/or the Services shall remain our exclusive property and you shall not at any time make any unauthorised use of such IPR nor authorise or permit any of your agents or contractors or any other person to do so.
Where you require us in carrying out the Services or supplying any IT Equipment to use any third party IPR, you will be responsible for obtaining any licence or consents required to enable us to use such IPR. You will reimburse us any damages, losses, costs or expenses if our use of such IPR in accordance with these Terms is deemed to breach the rights of any third party.
Our liability to You
The following provisions set out our entire financial liability to you (including without limitation any liability for the acts or omissions of our employees, agents and sub-contractors in respect of:-
(a) any breach of contract howsoever arising; and
(b) any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising out of or in connection with this contract.
All warranties, conditions and other terms implied by statute or common law are excluded from the contract to the fullest extent permitted by law.
We do not exclude or limit in any way our liability for:
(a) death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 and by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); and
(d) in any other circumstances where it would be deemed unlawful for us to limit or exclude our liability in any way.
We shall under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the contract.
Our total liability to you in respect of all losses arising under or in connection with this contract whether in contract, tort (including negligence), breach of statutory duty or otherwise shall not exceed the Charges.
Without limiting its other rights or remedies, each party may terminate this contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of this contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing of the breach;
(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
(c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the
sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one
or more other companies or the solvent reconstruction of that other party;
(e) the other party (being an individual) is the subject of a bankruptcy petition or order;
(f) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is
not discharged within 14 days;
(g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
(h) a floating charge holder over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(j) any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in paragraphs (a) to (i) (inclusive);
(k) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.
Without limiting our other rights or remedies, we may terminate this contract with immediate effect by giving written notice to you if you fail to pay any amount due under this contract on the due date for payment.
Effect of Termination
Termination of this contract shall be without prejudice to any rights or liabilities which have accrued at the date of termination.
On termination of this contract you will immediately pay all outstanding unpaid invoices and interest and in respect of Services carried out and IT Equipment supplied, but for which no invoice has been raised (including but not limited to materials ordered for incorporation into the Services) we shall submit an invoice for all charges then due which you will pay immediately upon receipt.
Events outside our control
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by an Event Outside Our Control.
An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation planning restriction, legislative changes, strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, adverse weather conditions, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications network services.
If an Event Outside Our Control takes place that affects the performance of our obligations under these Terms:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under these Terms will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will restart the Services and/or the supply of the IT Equipment as soon as reasonably possible after the Event Outside Our Control is over.
(c) If an Event Outside Our Control prevents us from commencing or restarting the Services or the supply of the IT Equipment within 3 months of the date of suspension, we reserve the right to review the Charges and to revise the same to take account of any increased costs in respect of the Services or the IT Equipment.
We will advise you of any increased costs. Should you not agree to the increased costs, you may cancel the contract.
A party (receiving party) shall keep in strict confidence all technical or commercial knowhow, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its
employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain.
The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the contract, and shall ensure that such employees,
agents and subcontractors comply with the obligations set out in this clause as though they were a party to the contract. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This term shall survive termination of the contract.
Other important terms
We may transfer or subcontract our rights and obligations under these Terms to another person or organisation, but this will not affect your rights or our obligations under these Terms.
Save as permitted under these Terms, no variation to these terms shall be valid unless agreed in writing by us.
You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
This agreement is between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties Act) 1999 or otherwise.
Each of the paragraphs of these Terms operates separately.
If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
This agreement is governed by English and Welsh law. you and we both agree that the courts of England and Wales will have non-exclusive jurisdiction.
PAY AS YOU GO TERMS & CONDITIONS
In addition to Tech-Wales Ltd Standard Terms and conditions available on request.
Service Level Agreement applies: Pay-As-You-Go Support Vouchers
1. Support can be redeemed during working hours Monday to Friday 9am-5.30pm excluding Bank Holidays, by contacting the helpdesk by phone on 01639 326001 or email firstname.lastname@example.org Outside of working hours we will use our best endeavours to resolve system-down issues. For all other issues an engineer will contact you the next working day.
2. Support vouchers can be used for obtaining remote IT Support services or on-site visits.
3. Vouchers are valid for 12-months from the date of issue. If hours are remaining at the end of this period then we may, at our discretion, roll these onto a future period.
4. As calls are resolved by the helpdesk we will issue a zero-value invoice showing the number of hours used and the remaining balance.
5. If an IT issue cannot be resolved on the telephone or via a remote connection, a mutually convenient appointment will be arranged for either collection of the affected hardware or a site visit by an engineer, where appropriate.
6. Engineer Site visits are currently only available in SA or CF Postcodes (subject to approval this can be extended)
7. Advice is offered, as far as possible, to be impartial of any brand loyalties.
8. Where possible Tech-Wales Ltd. will try to help customers decide, the best way of handling there incident, via Telephone, Remote Access or On-site support.
9. Site visits will be arranged at a mutually convenient time. Subject to client’s prior approval, remote access may be used to provide a more efficient service instead of site visits.
10. Please ensure you ALWAYS have a copy of important files The customer should always make Digital Copies or Paper Backups of Critical Data before any work is carried out or advice is acted upon. We can advise on a suitable backup strategy for your organisation if this is not in place.
11. Refunds will not be given where an incident is of an intermittent nature and all steps for isolating the problem have been followed or when a client has not followed instruction in the advice session, and the problem reoccurs.
12. Tech-Wales Ltd. will not be liable for any data or financial loss to customer data or equipment, especially if the customer doesn’t follow our instructions correctly or doesn’t have adequate skills or knowledge to perform the tasks we advise.
Vouchers may not to exchanged for cash or other services not mentioned above.
Payment of our invoice confirms acceptance of these terms listed above. This does not affect your statutory rights.