These terms and conditions shall apply in respect of the goods and services specified overleaf (the Order Form ) or as otherwise supplied to you from time to time (the Service). These terms and conditions together with (where applicable) the Order Form shall constitute the entire agreement between us except to the extent that they are varied by mutual consent in writing and shall prevail over your own terms and conditions.
Details of our charges shall be as set out in the Order Form. Where our charges are not specified or additional work is undertaken at your request following the issue of a quote our hourly rate of £60 shall apply.
We reserve the right to increase the price where information supplied by you is subsequently found to be incorrect, misleading or not complete.

This contract / order is divisible. Each delivery made hereunder: 1) shall be deemed to arise from a separate contract, and 2) shall be invoiced separately and any invoice for a delivery shall be payable in full in accordance with the terms of payment provided for herein without reference to and notwithstanding any defect of default in delivery of any other instalment.

You shall provide us with such access to your site where work is required and access to your computer network, as is necessary to allow us to properly carry out the Service.
Where we have been engaged on a monthly retainer, payments shall be made by standing order in accordance with the Order Form. The Service shall be provided in accordance with these terms and conditions and shall be subject to a maximum number of hours and thereafter charged on an hourly rate without further notice.
Where you have pre-purchased hours and/or a fixed monthly retainer has been agreed based on anticipated requirements such retainer level or hours purchased shall be reviewed every six months to asses its suitability.
Where a fixed term is agreed payment shall become due for the full term immediately upon acceptance of our terms. In the event that the contact is terminated early we shall require payment in full for the unexpired term.
A minimum charge of two hours shall be made for all call outs where you have exceeded your hours in any given month or where call outs are not part of our retainer arrangement or otherwise.
Where we have agreed a fixed term for the provision of our Service such term shall automatically renew for the same period unless we receive 3 months notice before expiry of the term that the contract should not be renewed.
If for whatever reason we are unable to gain access to your site where work is required or we cannot continue with the work due to reasons beyond our control or the unreasonable behaviour of members of your firm we reserve the right to charge you our hourly rate and/or the price quoted.
We will not accept abusive or unreasonable behaviour from any members of your firm. In this event, we reserve the right to withdraw our employee’s from the site and are entitled to recover the costs due to us under the contract.
You shall ensure that you have adequate public liability insurance in place before we enter the site where work is required. This insurance must cover any injury suffered by our employees whilst on the site.
Where the Service is provided to you in instalments each individual instalment of the Service shall constitute a separate contract and our failure to provide any one or more of the instalments in accordance with the these terms and conditions or any claim by you in respect of any one or more of the instalment shall not entitle you to terminate the Service as a whole.
In the event of any conflict between any documents constituting the agreement between us the following order of precedence shall apply:
  • a. These terms and conditions
  • b. Order Form
Where goods are sold by us to you as part of the Service, delivery shall take place at your primary place of business unless otherwise stated. If we are unable to deliver the goods they shall be placed in storage at your expense until collected by you. We shall not be liable for any damage to goods while they are in storage.
Time of delivery of the Service shall not be of the essence.
Risk in the goods will pass to you on delivery. Title in any goods supplied by us to you shall not pass to you until we have received all sums due to us. Until all sums owing to us have been paid in cleared funds you shall hold the goods as bailee and store them separately from your property or the property of anyone else and in such a way that they can be identified as our property. We reserve the right to enter your premises to recover any goods supplied by us to you if payment is not made on the due date.

Delivery of the Service shall be confirmed by your signature of the relevant job sheet and/or delivery note. In the event that the goods are faulty you should notify us not less than 3 days from the delivery date. Your failure to notify us within the prescribed period shall imply your acceptance of the goods. In the event that you do not accept the goods within the prescribed period we will store them at your expense until they are resold.
All prices are exclusive of value added tax which shall be paid in addition to such prices.
We shall issue you with an invoice each month. Unless otherwise agreed payment is due 30 days after the relevant invoice date and is of the essence. Payment is not made until represented by cleared funds. We have the right to charge interest on any outstanding sums due to us, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. This rate shall apply both before and after the issue of any legal proceedings we may take against you to recover any unpaid amount.
Payment shall be made in full without any set off, deduction, abatement or discount. We reserve the right to appropriate any payment made by you to us and apply it in total or partial satisfaction of any debt due from you to us.
If payment is overdue and/or you are in breach of your obligations set out in this Agreement, we reserve the right (without prejudice to any other right or remedy available to us) to stop or postpone delivery or performance under the agreement between us and we will not be liable for any loss you may suffer as a result of the application of this clause. We shall have a general lien or right of retention on goods supplied to you by us until payment has been made.
We warrant that we will use all due skill and care in providing you with the Service. Other than as expressly provided for in these terms and conditions no warranty, guarantee or other term relating to the provision of the Service whether implied by statute, common law or otherwise is given.
No warranty, guarantee or other term relating to quality or fitness for purpose is given in respect of the goods supplied by us but we shall, where possible, assign to you the benefit of any warranty, guarantee or indemnity given to us by the manufacturer.
As part of our service we shall require access to your system remotely. We shall at all times undertake to keep all matters strictly confidential in accordance with our confidentiality undertaking stated overleaf.
We will at all times act in accordance with the UK Data Protection Act 1998. We will ensure that all necessary security measures are taken by us in order to protect against the unlawful and unauthorised processing of your personal data. We will never release your personal data to any companies, organisations or individuals without your prior consent, except as required by law, or similar circumstances.
Except in respect of death or personal injury or as set out in the Order Form our entire liability in respect of this Agreement between us shall not exceed the amount of the price payable by you in respect of the Service we supply to you under the terms of this agreement between us.
Except in respect of death or personal injury caused by our negligence we shall not be liable to you by reason of any representation (unless fraudulent) or any implied warranty, condition or other term or any duty at common law or under the express terms of this agreement between us for any loss of profit or any indirect or consequential loss, loss of goodwill, any destruction of data, damage, costs or expenses whether or not such losses were in the contemplation of the parties and at the date of this agreement between us, which arise out of or in connection with the provision of the Service by us to you.
You agree to indemnify and hold us harmless for all liabilities, loss, claims and expenses that may arise from any breach of these terms and conditions by you, including any third party liabilities incurred by us.
We reserve the right to defer the date of delivery of the Service if we are prevented from or delayed in the carrying on business due to circumstances beyond our reasonable control including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic and strikes or other labour disputes.
The provisions of the Third Party (Rights) Act 1999 shall not apply to the agreement between us.
If any provision in these terms and conditions is held by any competent authority to be invalid or unenforceable, in whole or in part, the validity of the other provisions, and the remainder of the provision in question, shall not be affected.
This agreement between us shall be construed in accordance with English Law.