TERMS AND CONDITIONS

Version 1.4, Last Updated: 2 September 2024

1. Application and Entire Agreement

1.1. These Terms and Conditions apply to the provision of services detailed in our quotation (Services) by Techzura Ltd, a company registered in England and Wales under number 15567049, whose registered office is at 8 Kingscliffe Terrace, Taunton Road, Bridgewater, TA6 6LD (we or us or Service Provider) to the person or entity buying the services (you or Customer).

1.2. You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of any performance of the Services (whichever happens earlier). These Terms and Conditions, together with our quotation (the Contract), constitute the entire agreement between us.

1.3. You acknowledge that you have not relied on any statement, promise, or representation made or given by or on our behalf except as set out in the Contract. These Terms and Conditions apply to the Contract to the exclusion of any other terms you attempt to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.

2. Interpretation

2.1. A “business day” means any day other than a Saturday, Sunday, or bank holiday in England and Wales.

2.2. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.

2.3. Words imparting the singular number shall include the plural and vice versa.

3. Services

3.1. We warrant that we will use reasonable care and skill in the performance of the Services, which will comply with the quotation, including any specification, in all material respects. We may make changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you of such changes if necessary.

3.2. We will use reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.

3.3. All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.

4. Your Obligations

4.1. You must obtain any permissions, consents, licences, or otherwise that we need and provide us with access to any and all relevant information, materials, properties, and other matters required to provide the Services.

4.2. If you do not comply with clause 4.1, we may terminate the Services.

4.3. We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your Obligations).

5. Fees

5.1. The fees (Fees) for the Services are set out in the quotation and are based on a time and materials basis.

5.2. In addition to the Fees, we may recover from you, subject to your prior approval:
a) Reasonable incidental expenses, including but not limited to, travelling expenses, hotel costs, subsistence, and any associated expenses;
b) The cost of services provided by third parties required by us for the performance of the Services; and
c) The cost of any materials required for the provision of the Services.

5.3. You must pay us for any additional services provided by us that are not specified in the quotation in accordance with our then-current, applicable hourly rate in effect at the time of performance or such other rate as may be agreed between us. The provisions of clause 5.2 also apply to these additional services.

5.4. The Fees are exclusive of any applicable VAT and other taxes or levies imposed or charged by any competent authority.

6. Late Payment Fee

6.1. If you fail to pay any invoice by the due date, a debt recovery fee will be applied based on the amount outstanding: £40 for debts up to £999.99, £70 for debts between £1,000 and £9,999.99, and £100 for debts of £10,000 or more.

6.2. In addition, we reserve the right to charge interest at a rate of 8% per annum above the base lending rate of the Bank of England on any unpaid amounts from the due date until payment is received in full.

7. Cancellation and Amendment

7.1. We may withdraw, cancel, or amend a quotation if it has not been accepted by you, or if the Services have not started, within 1 day from the date of the quotation, unless the quotation has been withdrawn.

7.2. Either party may cancel an order for any reason prior to your acceptance (or rejection) of the quotation.

7.3. If you wish to amend any details of the Services, you must notify us in writing as soon as possible. We will use reasonable endeavours to make any required changes, and additional costs will be included in the Fees and invoiced to you.

7.4. If, due to circumstances beyond our control, including those set out in clause 10 (Circumstances Beyond a Party’s Control), we need to make any changes to the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.

7.5. If the changes to the Services are significant and materially affect the nature or scope of the Services, either party reserves the right to terminate the agreement upon written notice without liability, except for payment of Services already rendered.

8. Payment

8.1. We will invoice you for payment of the Fees either: a) When we have completed the Services; or b) On the invoice dates set out in the quotation.

8.2. You must pay the Fees due within 7 days of the date of our invoice or otherwise in accordance with any credit terms agreed between us. If paying by direct debit, we will schedule the payment to be taken 14 days from the date of our invoice.

8.3. Time for payment shall be of the essence of the Contract.

8.4. Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 8% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full. If you fail to pay any invoice by the due date, a late payment fee of £100 + VAT will be applied to the outstanding amount.

8.5. All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law. Neither party can assert any credit, set-off, or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.

8.6. If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by or otherwise arranged with you.

8.7. Receipts for payment will be issued by us only at your request.

8.8. All payments must be made in British Pounds unless otherwise agreed in writing between us.

9. Sub-contracting and Assignment

9.1. Either party may assign, transfer, charge, subcontract, or deal in any other manner with all or any of their rights under these Terms and Conditions, provided that:

  • 9.1.1. The assigning party obtains prior written consent from the other party, such consent not to be unreasonably withheld or delayed.
  • 9.1.2. Any subcontracting or delegation of obligations to a third party by us will not affect our responsibility to you for the performance of our obligations under these Terms and Conditions.

9.2. Both parties agree that any assignment, transfer, charge, subcontract, or other dealings must not adversely affect the rights or obligations under these Terms and Conditions or the performance of any obligations therein.

10. Termination

10.1. Either party may terminate the provision of the Services immediately if the other party:
a) Commits a material breach of obligations under these Terms and Conditions;
c) Becomes or is reasonably believed to be about to become insolvent;
d) Enters into a voluntary arrangement or other scheme with creditors;
e) Commences insolvency proceedings or has an administrator or similar appointed.

11. Intellectual Property

11.1. We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.

12. Liability and Indemnity

12.1. Our liability under these Terms and Conditions, in breach of statutory duty, in tort (including negligence), misrepresentation, or otherwise, shall be limited as set out in this section.

12.2. The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.

12.3. We are not liable (whether caused by our employees, agents, or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for: a) Any indirect, special, or consequential loss, damage, costs, or expenses; b) Any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or other third-party claims; c) Any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; d) Any losses caused directly or indirectly by any failure or breach by you in relation to your obligations; or e) Any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.

12.4. You must indemnify us against all reasonable damages, costs, claims, and expenses suffered by us arising from any direct loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees, excluding any indirect or consequential losses.

12.5. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.

13. Data Protection

13.1. When supplying the Services to the Customer, the Service Provider may gain access to and/or acquire the ability to transfer, store, or process personal data of employees of the Customer.

13.2. The parties agree that where such processing of personal data takes place, the Customer shall be the ‘data controller’ and the Service Provider shall be the ‘data processor’ as defined in the UK General Data Protection Regulation (UK GDPR) as enacted under the Data Protection Act 2018, as may be amended, extended, and/or re-enacted from time to time.

13.3. For the avoidance of doubt, ‘Personal Data’, ‘Processing’, ‘Data Controller’, ‘Data Processor’, and ‘Data Subject’ shall have the same meaning as in the GDPR.

13.4. The Service Provider shall only process Personal Data to the extent reasonably required to enable it to supply the Services as mentioned in these Terms and Conditions or as requested by and agreed with the Customer. The Service Provider shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or any third party’s purposes.

13.5. The Service Provider shall not disclose Personal Data to any third parties other than employees, directors, agents, sub-contractors, or advisors on a strict ‘need-to-know’ basis and only under the same (or more extensive) conditions as set out in these Terms and Conditions or to the extent required by applicable legislation and/or regulations.

13.6. The Service Provider shall implement and maintain technical and organisational security measures as are required to protect Personal Data processed by the Service Provider on behalf of the Customer.

13.7. Further information about the Service Provider’s approach to data protection is specified in its Data Protection Policy, which can be found on our website. For any enquiries or complaints regarding data privacy, you can email: [email protected].

14. Circumstances Beyond a Party’s Control

14.1. Neither party shall be liable for any failure or delay in performing its obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action, or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either party may terminate or cancel the Services to be carried out under these Terms and Conditions.

15. Communications

15.1. All notices or other communications under these Terms and Conditions must be in writing and sent by email, registered post, or courier to the other party’s registered address, principal place of business, or to the email address provided by the party. Notices sent by email must be sent to the most recent email address provided by the party.

15.2. Notices shall be deemed to have been duly given:
a) When delivered in person, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient;
b) When sent by email, if sent to the correct email address and a confirmation of receipt is received, or a read receipt is generated;
c) On the fifth business day following mailing, if mailed by registered post or national ordinary mail; or
d) On the tenth business day following mailing, if mailed by airmail.

15.3. Each party is responsible for notifying the other party of any changes to their contact details for the purpose of receiving notices under these Terms and Conditions. If no updated address or email is provided, notices sent to the last known address or email will be deemed valid.

16. No Waiver

16.1. No delay, act, or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right or remedy.

17. Severance

17.1. If one or more of these Terms and Conditions is found to be unlawful, invalid, or otherwise unenforceable, that/those provisions will be deemed severed from the remainder of these Terms and Conditions, which will remain valid and enforceable.

18. Law and Jurisdiction

18.1. These Terms and Conditions shall be governed by and interpreted according to the law of England and Wales, and all disputes arising under the Terms and Conditions (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.

19. Amendment

19.1. We may amend these Terms and Conditions from time to time to reflect changes in our services, legal requirements, or business practices. Any amendments will be made in good faith and will not materially reduce your rights or increase your obligations under these Terms without proper justification.

19.2. We will notify you of any proposed amendments by providing written notice (such as via email to the contact details provided by you) or by posting the updated Terms and Conditions on our website. You are responsible for ensuring your contact information is up-to-date.

19.3. You will have 30 days from the date of the notice to review the proposed amendments. If you object to any amendments, you must notify us in writing within this 30-day period, stating the reasons for your objection. During this period, the existing Terms and Conditions will continue to apply.

19.4. If you do not object to the proposed amendments within the 30-day period, you will be deemed to have accepted the changes, and the amended Terms and Conditions will come into effect at the end of this period.

19.5. If you do object to the proposed amendments and we cannot reach a mutual agreement after reasonable efforts, either party may terminate the Contract by providing written notice. If the Contract is terminated, any outstanding obligations or payments will be addressed according to the existing Terms and Conditions before the amendment.

19.6. We will keep a record of all versions of these Terms and Conditions, and you may request access to previous versions at any time.

Version 1.4, Last Updated: 2 September 2024