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Standard Terms and Conditions

General

Definitions

In these terms and conditions, the following definitions will apply: 
“After hours” means from 17:30 to 09:00 hours Monday to Friday and all day Saturday and Sunday, 
including Public Holidays;


“Business hours” means Monday to Friday from 09:00 to 17:30 hours excluding Public Holidays;


“Client”, “You” or “Your” means a person who seeks or obtains a quote for, or who orders, Goods or 
Services from Us, and includes both a person whose name is on the Order or on an email attached 
which is an order, a person who places an order , and a person on whose behalf an Order is placed or 
whose behalf it appears and order is placed, and in any case each of their heirs, successors and 
assigns;


“Commencement Date” means the commencement date as set out in the Service Level Agreement, 
and if there is none, the date on which the Company begins to provide Services to the Client; 


“Goods” means any goods and/or services sourced by Us or provided by Us in connection with any 
such goods and/or services including computer hardware and Software and any goods or services 
provided in connection with any of those things;


“Initial Period” means the initial period during which the contract term cannot be terminated which, if 
applicable, will be set out in the Service Level Agreement; 


“Order” means any order requested by You to Us for Goods or Services in any form;


“Quote” means a quote provided to You by Us;


“Period” means a particular number of half-days, days, weeks, fortnights, months, or any other period, 
as may be agreed between Us and the You as the period during which some Services will be provided;


“Plan” means any arrangement between Us and You (whether alone or in conjunction with any other 
person) for Services (including unlimited support) and/or the provision of Goods provided by Us under 
an arrangement in connection with Work agreed to be done or progressed for or on behalf of You or 
any other person at Your request, including as set out in a Plan Schedule; 


“Plan Schedule” means the key terms applicable to Plans as set, and as may be varied by Us, from time 
to time in its absolute discretion without notice to You;


“Rates” means the hourly rates and other charges for Services (including any call-out fees and any 
Return/Cancellation Fees) set out in the Rates Schedule, a Plan, Plan Schedule, Quote, contract or 
arrangement entered into by Us and You or in these Conditions, and includes any monies payable to 
Us on a quantum meruit basis for any work it has done;


“Rate Schedule” means the schedule of rates, charges and conditions for the services of Ours as set, 
and as may be varied, by Us from time to time in its absolute discretion without notice to You;


“Reasonable Assistance Limits” has the meaning set out in clause Error! Reference source not found.; 

“Return/Cancellation Fee” means a fee charged pursuant to clause Error! Reference source not found.
as set by Us from time to time; 


“Service request” means a request for service such as adds, moves, changes and technical assistance; 


“Services” means the provision of any services, including work, advice and recommendations that the 
Company supplies to the Client under these terms and conditions; 


“Service Level Agreement” means the written specification agreed between the parties describing the 
Services; 


“Term” means the duration of the contract between the Company and the Client which shall begin on 
the Commencement Date and continue until terminated in accordance with these terms and 
conditions; 


“Us”, “Our” or “We” means Netko IT Solutions Limited;


“Work” means anything We may do, provide, customise, produce or acquire, whether or not in 
connection with, or for the purposes of, You or Your use or benefit, and includes testing, 
troubleshooting, installation and configuration of new equipment or software, consulting, scoping, 
planning, documenting and quoting for complex items.

 


2. Application of these Conditions 


We undertake to carry out the Services during the Term with reasonable care and skill, in accordance 
with the Service Level Agreement, and subject to these terms and conditions. 


Unless otherwise agreed by Us in writing, these Conditions are deemed incorporated in and are 
applicable to (and to the extent to any inconsistency will prevail over) the terms of every Quote, Order, 
Plan contract or other arrangement in connection with the supply of Goods and/or Services by Us to 
You. 


The invalidity or enforceability off any one or more of the provisions of this Agreement will not 
invalidate or render unenforceable, the remaining provisions of this agreement.

 

 

3. Commitment Term


3.1 The minimum term that You acquire the service for is outlined in Our Quote to You, 
beginning from the first of the next month after the date of signing or approving the 
Quote. 


3.2 After the expiry of the Committed Term, an extension of the Term will automatically 
commence for the same period as the original Committed Term and will continue 
indefinitely, unless earlier terminated by you as specified in Clause 4.


4. Termination

 
4.1 This Agreement may be terminated by You upon sixty (60) days written notice if We: 


4.1.1 Fail to fulfil in any material respect its obligations under this Agreement and do 
not cure such failure within thirty (30) days of receipt of such written notice. 


4.1.2 Breach any material term or condition of this Agreement and fail to remedy such 
breach within thirty (30) days of receipt of such written notice. 


4.1.3 Terminate or suspend our business operations, unless it is succeeded by a 
permitted assignee under this Agreement. 


4.2 This Agreement may be terminated by Us upon sixty (60) days written notice to you. 


4.3 If either party terminates this Agreement, we will assist you in the orderly termination of 
services, including timely transfer of the services to another designated provider. You agree 
to pay us for rendering such assistance at our normal rates as outlined in our current Rate 
Schedule. 


4.4 Should You wish to terminate this Agreement before the end of the commitment term, 
You agree to pay for the subsequent 60 days all of the remaining payments up until the 
end of the commitment term.

 


5. Representations
 

5.1 You acknowledge that no employee or agent of Ours has any right to make any 
representation, warranty or promise in relation to the supply of Goods or Services other 
than subject to and as may be contained in the Conditions.

 


6. Notices


6.1 Any notices given under the Conditions shall be in writing and sent by e-mail to the last 
notified e-mail address of Yours.

 


7. Governing Law


7.1 These terms and conditions are construed in accordance with and governed by the law of 
England and each party agrees to submit to the exclusive jurisdiction of the courts of 
England. 

 


8. Assignment


8.1 You may not assign Your rights and obligations under this Agreement without the prior 
written consent of Us.


9. Variation of these Terms and Conditions 


9.1 We may at times vary these Terms and Conditions and We will send these to you and 
publish these varied Terms and Conditions on Our website. You accept that by doing this, 
We have provided You with sufficient notice of the variation.


Goods and Services 


10. Quotes


10.1 Quotes will be valid for seven (7) days unless otherwise specified in the Quote. Following 
expiry, the quote will need to be requested again. 


10.2 Once a quote has been confirmed by Us, then the prices in the quote will be confirmed as 
the final agreed price. A quote is confirmed as 'final' as soon as both parties agree with the 
final price after any last changes requested by You.


10.3 The price in the final quote may vary from the original request if there is any price or 
product changes requested by You. We reserve the right to alter product and prices in the 
quote, as long as the quote has not been confirmed with You.


10.4 Quotes and estimates shall be deemed to correctly interpret the original specification and 
are based on the cost at the time the quote or estimate are given. If You later require 
changes to the quote, and We agree to the changes, these changes will be charged at our 
prevailing rate.


10.5 Once a quote has been confirmed and converted to an Order, the order will be subject to 
our normal Terms and Conditions of Sale.


10.6 The general minimum turnaround time for Quote request to be actioned is usually 24 
hours. In the event that a quote is required urgently please let us know so that we can 
respond to it accordingly.


10.7 When a special price or discount offer has been applied to this Quote, no other special 
promotion, discount or bonus offer will be applicable.


10.8 In the event that products in a quote are subjected to any price and supply fluctuations 
that is outside our control We reserve the right to update the price and product in the 
Quote accordingly. If there is a product that is no longer available, the product will then 
be replaced or substituted based on Your request and will be subject to Your final 
approval.


10.9 Price on non-stocked products are subjected to Price and stock fluctuations and can only 
be confirmed once the Quote is turned into an Order. While We endeavour to honour 
every price quoted, if there is a price increase that is beyond our control, We reserve the
right to increase the price as necessary.

10.10 ETA information is based on an estimate given by our vendors and cannot be held as the 
actual promised date.


10.11 Freight charges will be added to the Order unless otherwise stated. Any included delivery 
charges are estimates only.


10.12 We do not keep inventory and as such only order items once we receive a completed 
order from a client. If You would like to return an item or cancel an order, a restocking fee 
may apply. We will need to get approval from the distributor that the stock is returnable 
before being able to issue a refund as not all products can be returned.


10.13 Unless Specified, all items on quote are covered by manufacturer’s warranty covering parts 
and labour for hardware only on a return to depot basis. 


10.14 Varying or withdrawing Quotes: We may vary or withdraw a Quote at our discretion, for 
example where Goods or Services become unavailable or the cost price of Goods or 
Services increases after the date of the Quote. 

 


11. Orders


11.1 Order forms: You may place an Order for Goods and/or Services with Us. Normally, we 
will require that You provide either a completed Order form or You approve the quote 
electronically via either an email or a web-based system with the date and Your details, 
including your full legal name or description along with the full name of any person on 
whose behalf the order is placed), your address together with any relevant Quote number 
and date.


11.2 Approval of orders: You will need to sign the Order or have it duly executed on Your 
behalf, unless the Order is sent by email via the web-based ordering system, in which case 
the Order will be treated or deemed signed by or on behalf of You by the person whose 
name appears as the sender of the email or submitter of the form.


11.3 Reliance on appearance of validity: Absent actual knowledge to the contrary, We may rely 
upon the apparent validity of an Order. If any Order is signed or sent by email or 
approved through the web-based ordering system by a named person, that person 
warrants that the Order is, and it is acknowledged the Order is deemed in favour of us to 
be:


11.3.1 Signed by and duly authorised by, both the person who signed the Order and 
the person who sent the email; and


11.3.2 Duly authorised by the person on whose behalf the order is placed or apparently 
placed.


11.4 Acceptance and Orders: An order has no effect unless or until it is accepted by You in 
writing and, until We have received from You the payment in clear funds for the Order and 
any related freight, delivery and (where applicable) in-transit insurance costs in clear funds.


11.5 No obligation to deliver: We are not obliged to deliver any Order until we have received 
payment in clear funds from you for the Order, any related freight, delivery and (where 
applicable) in-transit insurance costs or where We are unwilling or unable to complete the 
Order for any reason provided it refunds any payment made by You in respect of the 
Order.


11.6 Credit checks: For the purposes of ascertaining the credit standing or history of a 
prospective customer to whom we are considering extending credit or payment terms, you 
hereby consent to Us undertaking a credit reference check in respect to You.


11.7 Cancellation of Orders: You will not cancel an Order unless We agree to do so in writing in 
Our absolute discretion. You acknowledge that, amongst other things, We cannot cancel 
an Order once the manufacturer or supplier has dispatched the relevant Goods and that 
such a dispatch often occurs the same day as the Order is placed by Us.


11.8 Processes and Procedures: We have processes and procedures that We follow in the 
course of the provision of Our Services and the supply of Goods. You agree to co-operate 
with Us and to comply with such processes and procedures as advised to You from time to 
time.

 


12. Pricing and Rates


12.1 We will invoice You monthly in advance. You must pay for Goods and Services at the rates 
set out in the Service Level Agreement. All invoices issued to You are due and payable to 
Us within the terms agreed on your Service Level Agreement, by cash, cheque or direct 
debit as set out in the invoice. 


12.2 We shall be entitled to review monthly the Support Fee should the Client increase its 
number of computers or due to any other significant change to the Client’s network. 


12.3 Any Services provided by the Company at the premises of the Client will be charged at a 
minimum of 2 hours’ work. 


12.4 Support provided by the Company in addition to the Services set out in the Service Level 
Agreement (“Additional Support”) will be billed at the standard consultancy rates unless 
otherwise agreed between the parties. 


12.5 The Client shall pay the Company’s invoices within 14 days of the date of the invoice. 


12.6 The Company reserves the right to charge the Client interest, calculated daily, in respect of 
the late payment of any sum due at the rate of 2% above the base rate of TSB Bank from 
the due date until paid. 


12.7 Rates exclude Tax: All rates and amounts charged or quoted for Goods and/or Services by 
Us are exclusive of Tax and any other applicable taxes or government charges (unless 
otherwise stated in writing by Us).


12.8 Rates Schedule: You must pay for Goods and Services at the Rates set out in any 
applicable Plan and the Rate Schedule as applicable from time to time during the provision 
of the Goods and/or Services. 


12.9 Vary Rates: We reserve the right to vary any Rate and/or the Rate Schedule from time to 
time (subject to any fixed pricing for specific periods in any Plan), in its absolute discretion 
and without notice to You. 


12.10 Call-out fees: You acknowledge that call-out fees may be charged in addition to the Rates 
at Our absolute discretion and that the amount of the call-out fee will depend upon where 
the Services are provided. 


12.11 Return/Cancellation Fee: Where We arrange a return or refund on behalf of You, or where 
an Order is cancelled by You after acceptance by Us, We may charge You a 
Return/Cancellation fee to cover the administration costs to Us in processing the return or 
refund, or in processing the Order, the cancellation and any refund. We may deduct the 
Return/Cancellation fee from out of any moneys otherwise due to be refunded to You by 
Us. 


12.12 Expenses: You must pay any out-of-pocket expenses incurred by Us in providing the 
Services to You in addition to the Rates, charges and call-out fees, upon written demand. 
Such expenses will include travel costs, flights, car hire, petrol, insurance, taxi fares, 
accommodation and related meal allowance, tolls and car parking expenses. Where 
appropriate, We will endeavour to obtain prior written authorisation from You before such 
expenses are incurred.


12.13 Separate charges for Goods and Services: We may in Our absolute discretion charge for 
Goods separately from Services or may charge for Goods and Services together.


12.14 Calculation of increments: Where a charge is calculated based on increments of time, e.g. 
1 hour or 30 minutes, We will charge the applicable rate for the whole increment of time 
even if work is done during part of, but not for the whole of, that increment of time. 


12.15 Change in underlying costs: Without prejudice to any other rights of Ours under these 
Conditions, where there is any increase in the underlying costs incurred by Us in 
connection with the supply of Goods or Services to You, We may, in our absolute 
discretion, vary any of Our Rates. 

 

 

13. Services and Plans


13.1 Service and Plan Variations: Currently, We offer the Services and Plans referred to in the 
Rates Schedule and an
y Plan Schedule. From time to time it may be necessary to withdraw 
the provision of, or change the Services or plans that We offer. 


14. Contracting


14.1 We may subcontract any or all of our Services to be performed, but shall retain prime 
responsibility for the Services under these terms.

 


15. Delivery, Title and Risk


15.1 Delivery Liability: We will use all reasonable endeavours to despatch Goods by the due 
date, but do not accept any liability for non-delivery or failure to deliver on time where this 
is caused by circumstances beyond the reasonable control or Ours, including, for example, 

due to supply to Us or delays caused by third parties, such as delivery companies or 
manufacturers.


15.2 Availability to accept deliver: You must be available to accept the Goods at your 
nominated delivery address during Business Hours unless otherwise arranged.


15.3 Passing of Risk: Delivery is deemed to take place when the Goods are delivered to Your 
nominated address, where upon the risks of loss, breakage and all damage and other risks 
pass to You. Nothing in this clause (5.3) will affect title to the Goods.


15.4 Obligation to Insure: You will ensure that Goods are adequately insured from the time of 
delivery under clause 5.3.


15.5 Retention of Title: Until we receive full payment in cleared funds for any moneys due to Us 
on any account or for any reason:


15.5.1 title to you, and property in, Goods supplied to you remain vested in Us and 
does not pass to you;


15.5.2 You must hold those Goods as fiduciary bailee and agent for Us and must not 
sell them;


15.5.3 You must keep these Goods separate from other Goods and maintain the Goods 
and their labelling and packaging intact;


15.5.4 Where you sell the Goods in breach of these conditions, You are required to hold 
the proceeds of any sale of those Goods on trust for Us in a separate account 
(however any failure to do so will not affect Your obligation to deal with the 
proceeds as trustee and remit them to Us);


15.5.5 We may, without prior notice, enter into any premises where We suspect those 
Goods may be, take possession of those Goods and sever and remove those 
Goods (notwithstanding that they may have been attached to other goods not 
the property of Ours) and for this purpose, You hereby irrevocably authorise and 
direct Us (and Our employees and agents) to enter into such premises as its duly 
authorised agent and You hereby indemnify and hold harmless Us from and 
against any costs, claims, allegations, demands, damages or expenses or any 
other acts or omissions arising from or in connection with, such entry, 
repossession or removal.


15.5.6 You irrevocably appoint Us as Your attorney to do anything We consider 
necessary in order to enter such premises and repossess the Goods as 
contemplated by this clause.


16. Returns and Claims for Goods and Services


16.1 General Returns Policy: Notwithstanding anything in these Conditions, You acknowledge 
that We supply Goods subject to all applicable conditions, including returns and claims 
policies, of any relevant manufacturer or supplier. You will accept Goods subject always to 
these conditions and the terms of such conditions and will indemnify and hold us harmless 
in respect of any further or other obligation or any failure or default on the part of that 
manufacturer or supplier.


16.2 Duty to inspect: You will inspect all Goods immediately upon their delivery. Within 7 days 
of such a delivery You may give written notice to Us of any matter or thing, by reason of 
which You might want to return the Goods, ask for a refund, or make a claim. If no such 
notice is given on time, You will accept the Goods without any such return, refund or claim. 


16.3 Return Condition: Where You are entitled to return Goods under Conditions, You must 
return the Goods in their original condition and unopened, provided always that where, 
upon opening it becomes apparent that the Goods are different to what is described on 
the packaging or that the Goods are faulty, the Goods may be returned.


16.4 Return Costs: You will pay all costs and expenses incurred by Us in arranging the return of 
the Goods to a manufacturer or supplier and/or the cancellation of any related services 
unless the manufacturer or supplier pays those costs.


16.5 Consequences of use, installation, customisation or sale: You will indemnify and hold Us 
harmless in respect of all allegations or claims in respect of Goods once such Goods have 
been used, installed, customised or re-sold by You (without prejudice to the recourse of 
such a customer to the manufacturer of the Goods). Where Goods have been customised 
and are not readily r
eturnable by Us to the manufacturer or supplier, You may not return 
the Goods. 

 


17. Computer Utility, Functionality and Fitness for Purpose


17.1 Service limitations given the science of computing: You acknowledge that a reasonable 
incident of the services may involve trial and error and that it is a science applied often in 
novel or unknown circumstances and involving experiment. In particular, You 
acknowledge that the Services may involve tests, troubleshooting, advice and 
recommendations that may prove incorrect or inappropriate, particularly in an attempt to 
cure a problem You are having. While we will make what we consider (in our absolute 
discretion) to be all reasonable endeavours to provide appropriate tests, troubleshooting, 
sound advice and good recommendation in order to assist You, You will always indemnify 
and hold Us harmless in the provision of our Services to You. 


17.2 Reasonable Assistance Limits: We are only obliged to provide what We consider, in Our 
absolute discretion, to be reasonable assistance in the circumstances (including with the 
installation and customisation of new software or hardware for You or any other Work) 
under any Plan and You will pay for additional work at the Rates unless otherwise agreed. 
Without limiting the discretion of Us to determine what reasonable assistance is, normally, 
reasonable assistance is limited to work done during Business Hours over a period of time 
not exceeding any period that We have allowed or allows for the Work or has estimated or 
estimates the Work will take, whether or not, notice of time allowed or estimated is given 
by Us to You.


17.3 Recommendations, suitability, functionality and fitness for purpose: The parties 
acknowledge that:

17.3.1 We may recommend that You purchase Goods provided by third parties from 
time to time;


17.3.2 Recommendations may be made in situations where you have made known to 
Us the purpose for which the Goods will be used or some function sought to be 
fulfilled;


17.3.3 You acknowledge that We have no control over many factors involved with the 
suitability, function or fitness for purpose of Goods in an existing or new 
computer environment, eg:


17.3.3.1 the compatibility or ability of the Goods to fit into or perform to 
expectations in the receiving computer/ internet environment; or


17.3.3.2 the behaviour of third party suppliers, e.g. in relation to support;


17.3.4 You acknowledge that for a whole number of reasons outside of Our control, the 
Goods may fail to meet your expectations, may not turn out to be fit for all or 
any of the purposes sought, may not be suitable or may not function properly in 
all of any respects;


17.3.5 You acknowledge that the Services provided by Us may involve the task of 
seeking to customise Goods so they may be fit for particular purposes and that 
customisation may be a very substantial project in itself;


17.3.6 Accordingly You will accept the sole responsibility for, and indemnify and hold Us 
harmless in respect of:


17.3.6.1 decisions as to whether or not to follow recommendations by Us;


17.3.6.2 decisions as to whether or not to purchase or customise Goods or obtain 
Services for that or any other purpose;


17.3.6.3 any failure or defect in suitability, function or fitness for purpose of any 
Goods and/or Services, including a responsibility to obtain Your own 
independent advice or second opinion from a suitably qualified person;


17.3.7 Where we provide Services with a view to achieving Your purposes, suitability, 
function or fitness for purpose (whether expressed, agreed or otherwise), You 
must pay for those Services on time without any set-off or counter-claim, 
whether or not We are able to achieve any of such purposes, suitability, function 
or fitness for purpose, provided always that We have acted in good faith and 
have made what We consider, in Our absolute discretion, to have made all 
reasonable endeavours to achieve those outcomes.


17.4 Testing procedures: You will follow the instructions of Ours with regard to testing if 
troubleshooting any problems and that if those do not resolve the outstanding problems, 
We will, subject to these conditions, allocate such resources as We consider reasonable in 
the circumstances towards their resolution.

 


18. Force Majeure


18.1 Force Majeure: If We are unable to supply any Goods or Services due to circumstances 
beyond Our reasonable control, We may cancel the Order (even if the Order has already 
been accepted) or cease to provide the Services by written notice to You, in which case 
You will hold Us harmless.


18.2 We will not be liable for any breach of contract due to any matter or thing beyond Our 
control, including failures by third parties to supply goods, services or transport, stoppages, 
transport breakdown, fire, flood, earthquake, acts of God, strikes, lock-outs, work 
stoppages, wars, riots or civil commotion, intervention or public authority, explosion or 
accident.


19. Product Specifications


19.1 Alterations to Specifications: We make every effort to supply Goods in accordance with the 
Order however, we may supply alternate Goods subject to minor variations in actual 
dimensions and specifications where these are changed by the manufacturer of the Good 
after the Order date and before delivery.


19.2 Substitute Goods: If we cannot supply the Goods ordered by You, we may supply 
alternate Goods of equal or superior quality, provided however, that You will not pay a 
higher price than the price Quoted or otherwise agreed for the Goods ordered.
 


20.Warranties 


20.1 Reliance on Manufacturer’s Warranty: You will rely on the warranties provided by the 
manufacturer of Goods supplied by Us (where applicable) and will deal direct with such 
manufacturer rather than Us for all claims covered by such warranties.


20.2 No claim for manufacturer’s default: You indemnify and hold Us harmless in respect of the 
performance or otherwise, by any manufacturer of Goods supplied to You by Us, of any of 
the obligations of such manufacturer in respect of such Goods. This includes any damages 
or moneys due to You arising under, or in connection with, any breach by the 
manufacturer of any of the manufacturer’s warranties in respect of the Goods.


21. Liability


21.1 Exclusion: Except as specifically set out herein and so far as may be permitted by law, any 
term, condition or warranty in respect of the quality, fitness for purpose, condition, 
description, assembly, manufacture, design or performance of the Goods or Services, 
whether implied by statute, common law, trade usage or otherwise, is hereby expressly 
excluded.


21.2 No liability for program or data loss: You indemnify and hold Us harmless in respect of 
any allegation, claim, loss or expense of Yours or any third party for any program or data 
loss or damage suffered by You or that third party arising directly or indirectly from the 
supply of Goods or Services by Us to You. You acknowledge You are solely responsible for 
backing up Your programs and data in order to mitigate Your own potential loss of 
programs and data. 


21.3 Limit on consequential damage: You indemnify and hold Us harmless in respect of any 
allegation or claim as to any indirect or consequential losses or expenses suffered by You 
or any third party, howsoever caused, including but not limited to loss of turnover, profits, 
business or goodwill or any liability to You or any third party.


21.4 Limit on damage from a failure in supply: You indemnify and hold Us harmless for any 
allegation or claim for loss or damage by You or a third party where We have failed to 
meet any delivery date or cancels or suspends the supply of Goods or Services.


21.5 General limit on liability: Except as otherwise expressly stated in these terms and conditions, 
We are not liable for any loss or damage of any kind however caused (including, but not 
limited to, by the negligence of Us) which is suffered or incurred by You in connection with: 


21.5.1 Goods or Services provided to You or any work;


21.5.2 these Terms and Conditions;


21.5.3 Your use of our website, or any linked website;


21.5.4 the non-availability of Goods or Our Services for any reason;


21.5.5 any act or omission of Ours or the provision of inaccurate, incomplete or 
incorrect information by You, or


21.5.6 for any other reason whatsoever.


21.6 Limitation options: To the extent that any legislation implies a condition or warranty that 
cannot be excluded but can be limited, clause 7.5 does not apply to that liability and Our 
liability for any breach of that condition or warranty is limited to Our doing any one or 
more of the following (at its election):


21.6.1 replacing the Goods or supplying equivalent Goods, Services or Work;


21.6.2 repairing the Goods or the Work;


21.6.3 paying the cost of replacing the Goods or the Work or acquiring equivalent 
Goods, Services or Work; or


21.6.4 paying the cost of having the Goods or the Work repaired.


21.7 Laws still apply: Nothing in these Conditions is to be interpreted as excluding, restricting or 
modifying or having the effect of excluding, restricting or modifying the application of any 
legislation applicable to the supply of the Goods or Services which cannot be excluded, 
restricted or modified.


21.8 Severance: If any provision contained in the conditions is unlawful, invalid or 
unenforceable, those provisions may be severed without prejudice to the validity and 
enforceability of the remaining conditions. 

 


22. Errors and Omissions


22.1 We make every effort to ensure that all prices and descriptions quoted are correct and 
accurate. In the case of an error or omission, We may rescind the affected contract by 
written notice to You, n
otwithstanding that We have already accepted Your order and/ or 
received payment from You. Our liability in that event will be limited to the return of any 
money You have paid in respect of the Order.

 


Our Responsibilities 


23. Privacy Statements and Your Rights


23.1 We are collecting Your personal information for the fulfilment of Quotes, Orders and the 
provision of Goods or Services to you and We may retain and use it for any such purposes 
(“Authorised Purposes”). 


23.2 You are required to provide your personal information to Us for Authorised Purposes. 


23.3 We may disclose Your personal information to other persons for the purposes of the 
fulfilment of Quotes, Orders and Work for you or in order to provide Goods or Services to 
You, to verify the information You provide, for enquiries about Goods or Services that may 
be suitable for your purposes, or to confirm Your requirements, to anyone proposing to 
supply Goods or Services to You, or to acquire Goods or Services on Your behalf, or in 
respect of enquiries relating to any of the foregoing. 


23.4 Otherwise We will not disclose Your personal information without Your consent unless 
authorised by law.


23.5 Your personal information will be held by Us at Our Principal Place of Business and You 
can contact Us to request to access or correct it.


23.6 We rely on You to submit correct information and details where requested. You accept 
that You may incur additional expenses if you submit incorrect information.

 


24. Our Website


24.1 We make no representations or warranties in relation to information available on Our 
website, including without limitation:


24.1.1 that the information on Our website is complete or correct; 


24.1.2 that Our website will be continuously available or free from any delay in 
operation or transmission, virus, communications failure, internet access 
difficulties or malfunction in hardware or software; and that We endorse any 
internet site linked to Our website or any third party products or services referred 
to on Our website.

 


25. Insurance Coverage


25.1 We will maintain at Our own expense, commercial general liability insurance for personal 
injury and property damage for a general aggregate of £xxx. At Your request We will 
provide You with certificates, including renewal certificates evidencing such coverage within 
thirty (30) days of commencing this Agreement, at every renewal and at other times as 
may be reasonably requested by You.

 


Your Responsibilities 


26. Lodging of Service Requests


26.1 In order for Us to provide You with the agreed Service, You agree to follow Our process 
for lodging of Service requests as outlined below:


Phone: 01403 597272 
Email: helpdesk@netkoit.co.uk
Support Portal: <details provided to contracted clients>

Please include a short description of the problem and any screenshots of errors to assist in 
the resolution of the issue. If the issue is being lodged by either phone or external email 
you must include your name, company and return contact details. 

 


27. Access to Systems, Sites and People


27.1 In order to provide You with the agreed Service, You agree to give Us access to various 
items of Yours, including but not limited to, equipment, people and sites as and when 
required.


27.2 You will provide Us with all reasonable information concerning Your operations and 
promptly provide answers to queries, decisions and approvals which may be reasonably 
necessary for Us to carry out the Services. It is Your responsibility for ensuring that such 
information and answers are accurate and complete and acknowledges that We shall not 
be liable for any delay or defect caused by or contributed to by any inaccurate or 
incomplete information given to the Us. 


27.3 You agree to allow Us to install software on Your equipment that allows Our technicians to 
access Your systems at any time. This remote access software allows Us to view systems 
statuses, send monitoring information, see users’ desktops and control Your PC’s. This 
may require that devices are left on overnight or weekends.

 


28.

29. Third Party Authorisations


29.1 At times We may need to contact your third-party providers on Your behalf, such as your 
internet provider. Some of these providers may require Your authorisati
on for Us to deal 
on Your behalf. It is Your responsibility to ensure that We are able to deal freely with these 
providers.


29.2 You agree to allow Us to make reference to it as one of the Our clients or in other 
marketing undertaken by Us. 

 


30. Payment, Late Payment and Default


30.1 Payment due date: All invoices issued to You are due and payable to Us within the terms 
stated on the invoice (unless otherwise agreed in writing) by cash, cheque or direct deposit 
in accordance with these Terms and Conditions and in the way set out in the Invoice. 


30.2 Seven (7) days late: Where You fail to pay an invoice within seven (7) days of the due date, We 
may, in Our absolute discretion and without prior notice, suspend or discontinue the 
supply of Goods and/or Services to You.


30.3 Recoveries: All legal and other costs and expenses incurred in connection with the 
recovery of late payments will be added to the amount due by You to Us and will be 
recoverable from You, in addition to the original invoice cost. If You default in payment of 
any invoice on time, moneys which would have become due by You at a later date shall be 
immediately due and payable without any further notice to You. Collectively, all of these 
moneys are referred to in these Conditions as a “Sum Due”.


30.4 Interest: If payment of any Sum Due is not made on time, We will charge interest daily on 
the Sum Due at the maximum rate allowed by law, calculated and charged daily on and 
from the due date until the Sum Due is paid in full. 


30.5 Application of funds: All payments of the Sum Due made by You to Us will be applied as 
follows:


30.5.1 First, in or towards payment of any costs (including legal costs), charges, 
expenses or outgoings paid by Us in relation to any dishonoured cheque fees, 
collection costs or any other action taken by Us for the recovery of any amounts 
owing by You to Us;


30.5.2 secondly, in or towards payment of any interest due or payable hereunder, and


30.5.3 thirdly, in or towards payment of Your debts to Us in order from the longest 
standing due to the most recently incurred.


30.6 Security: We may require You to provide security over Your property (including the Goods 
or any other property of Yours) as collateral to be held as security for any Sum Due or as a 
condition precedent to the continuation of supply of Goods or Services by Us to You.


30.7 Payment arrangements: In the event that a repayment arrangement is made in relation to 
any Sum Due and the supply of Goods or Services is resumed, but then a repayment due 
under that arrangement is not made on time, We may, in Our absolute discretion and 
without prior notice, again suspend or discontinue the supply of Goods or Services to You. 


30.8 Power of Attorney: You hereby irrevocably appoint Us as Your attorney to do anything We 
consider fit for the recovery of the Sum Due or the creation, perfection or enforcement of 
any collateral held or to be held as security for any Sum Due.


30.9 Other remedies: We may exercise any of Our rights and remedies including taking legal 
action against You for the recovery of any moneys due to Us, notwithstanding it may have 
exercised other rights under these Conditions. 

 


31. Non-solicitation of clients and employees


31.1 Neither the Client nor the Company will during the Term and for 12 months after 
termination, without the other’s prior written agreement, directly or indirectly solicit or offer 
employment or engagement to any employee or contractor of the other party. 


31.2 You agree that Our damages resulting from breach of this clause Error! Reference source 
not found. would be impracticable and that it would be extremely difficult for Us to ascertain the 
actual amount of damages. Therefore in the event You violate this provision, You agree to 
immediately pay Us 100% of the employee’s total annual salary, as liquidated damages and We 
shall have the option to terminate this Agreement without further notice or liability to You. The 
amount of liquidated damages reflected herein is not intended as a penalty and is reasonably 
calculated based upon the projected costs We would incur to identify, recruit, hire and train 
suitable replacements for such personnel. 

 


32. Software


32.1 All software licenses are the responsibility of You and not that of Us. It is the duty of Yours 
to store all licences for all Software used, so that they can be reproduced if and when 
required. This included Software installed by Us.


32.2 You indemnify and hold Us harmless against any claim, allegation, loss, damage or 
expense arising directly or indirectly from:


32.2.1 any unauthorised Software use by you;


32.2.2 any breach of any Software licence in respect of Software provided to Us by You 
to be installed on one of Your computers;


32.2.3 otherwise as a result of Us installing Software at Your where You are not 
authorised to use the Software; and


32.2.4 any problem, defect or malfunction associated with any Software (or related 
services) supplied by third parties.


32.3 All copyright in custom software remains the sole property of Ours unless alternate 
arrangements are made as part of a separate software agreement.

 


33. Copyright and Confidentiality


33.1 Warranty and breach: You warrant that any confidential or copyright information or 
intellectual propert
y (of any kind and in any form held) or provided by You to Us belongs 
to You. In the event of any breach of this warranty, You will pay all sums due to Us as If 
such warranty had not been breached (and regardless of any non-performance of any 
obligation by Us on account of or in connection with such breach of warranty by You. 


33.2 Retention of title: All copyright and other intellectual property rights in any Work created, 
commissioned or acquired by Us in the course of the supply of Services by Us to You will 
be the exclusive property of Ours unless otherwise agreed in writing by Us and You.


33.3 Confidential Information: We acknowledge that in the course of providing Services to You, 
We may learn from You certain non-public personal and otherwise confidential 
information relating to You, including Your customers, consumers or employees. We shall 
regard any and all information We receive which in any way relates or pertains to You, 
including Your customers consumers or employees as confidential.


33.4 You also acknowledge that all information and services, consulting techniques, proposals, 
and documents disclosed by Us or which comes to Our attention during the course of 
business and provided under this agreement constitute valuable assets of and confidential 
and/or proprietary information to Us.


As such, both parties shall take all commercially reasonable steps to not disclose, reveal, 
copy, sell, transfer, assign, or distribute any part or parts of such information in any form, 
to any person or entity, or permit any of its employees, agents or representatives to do so 
for any purpose except unless permitted in writing by the disclosing party or as required by 
applicable law. 

 


34. General terms


34.1 The Client confirms that it has not relied on any verbal representations made by or on 
behalf of the Company or upon any descriptions in any publicity material and it is agreed 
that the Specification and these terms and conditions shall together constitute the 
complete and exclusive statement of the contract between the parties relating to the 
Services superseding any previous communications or representations. 


34.2 Unless specified herein, no change to these terms and conditions or the scope of the 
Services will be effective unless it is in writing and signed by persons authorised on behalf 
of both parties. 


34.3 A waiver by either party for a breach of these terms and conditions shall not be construed 
as a waiver of any future breach of the same or other provisions nor shall any delay or 
omission on the part of either party to exercise any right operate as a waiver of any breach 
or default by the other party. 


34.4 These terms and conditions shall apply to all future work undertaken by Us for You unless 
specific agreement in writing is made by both parties.

34.5 In these Conditions, the Rate Schedule and every Quote, Order, Plan, contract, or other 
arrangement in connection with the supply of Goods or Services by Us, unless the contrary 
intention appears:


Words denoting the singular number only shall include the plural number and vice versa;


Reference to any gender shall include every other gender;


Reference to any Act of Parliament, Statute or Regulation shall include any amendment 
currently in force at the relevant time and any Act of Parliament, Statute or Regulation 
enacted or passed in substitution therefore;


Headings and words put in bold are for convenience of reference only and do not affect 
the interpretation or construction of these Conditions;


A reference to time is to GMT, United Kingdom;


A reference to an individual or person includes a corporation, partnership, joint venture, 
association, authority, trust, state or government and vice versa;


A reference to any agreement or document is to that agreement or document (and, 
where applicable, any of its provisions), as amended, novated, supplemented or replaced 
from time to time;


Where an expression is defined, another part of speech or grammatical form of that 
expression has a corresponding meaning;


A reference to “includes” means includes without limitation;


A reference to “will” imports a condition not a warranty; and


A reference to bankruptcy or winding up includes bankruptcy, winding up, liquidation, 
dissolution, becoming an insolvent under administration, being subject to administration 
and the occurrence of anything analogous or having a substantially similar effect to any 
of those conditions or matters under the law of any applicable jurisdiction and to the 
procedures, circumstances and events which constitute any of those conditions or 
matters.

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