- THESE TERMS
1.1 A14 IT Services Ltd. – a company registered in England and Wales. Our company registration number is 16046614 and our registered office is Room 31, Basepoint Business Centre, 70-72 The Havens, Ipswich, Suffolk, IP3 9BF.
1.2 These are the terms and conditions on which we supply our goods and services to you. In these terms, “products” shall represent goods and subscription services. Non-subscription services or “ad-hoc” services may be referred to in these terms as services. “Purchases” will refer to products, subscriptions and ad-hoc services.
1.3 No terms other than these terms will apply without our written consent. You should read these terms carefully and contact us if you think there is any errors.
1.4 These terms apply for both domestic and commercial customers, including, but not limited to, not for profits and charities. You will be considered a domestic consumer customer if you purchase products and/or services when acting wholly or mainly outside the course of your business, trade, craft or profession. In all other cases, you will be a business/commercial customer.
1.5 If you are a business customer these terms constitute the entire agreement between us in relation to your purchase and/or subscription. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
1.6 The words “writing” or “written” in these terms, this includes emails.
1.7 The words “verbal” or “spoken” in these terms, this includes phone calls & in-person conversations.
1.8 You can contact us by using the contact details given at the end of these terms.
- ONLINE WEB ORDERS & PRODUCT PURCHASING
2.1 We will be deemed to accept your order once payment has been received. We will send out an instant order confirmation for goods on our website and will confirm in writing or by telephone any manual product or subscription purchases.
(a) All products & services have a 14 day returns policy/cooling-off period, unless otherwise stated before purchase, for example, restricted goods or for a specific reason to which returns cannot be accepted. See our Returns Policy for more information on instant web orders.
(b) Subscriptions may be subject to contract. The cooling-off period for any new contract is 14 days unless otherwise specified. Contract subscriptions will be subject to early termination fee. Termination fees will be generated on request and may include interest up to 5%.
(c) By purchasing a product or service, you hereby agree to these terms & conditions. Subscription contracts may be enetered via subscription uptake. Subscriptions can be started in writing, online or verbally. An additional 24 hours is added to any cooling-off period for purchases made online on a Sunday or public Bank Holiday.
2.2 We will provide the goods or services set out in your order, as agreed by us.
2.3 You are responsible for ensuring that all details within your order are accurate, and for providing us with the information we need to provide the goods or services. You must provide us with full details of your requirements for the products, including any specifications. You are responsible for ensuring all specifications meet your requirements.
2.4 If you do not provide us with the information we need to provide the products to you, we will not be liable for any delays caused, and we shall have the right to terminate the contract. We will always make a reasonable attempt to contact you before terminating any contract and inform you of any early termination charges (if applicable).
- DELIVERY OF GOODS AND PERFORMANCE OF SERVICES
3.1 We will notify you of the cost of delivery before or as you place your order.
3.2 If we are supplying goods to you:
(a) we may contact you with an estimated delivery date. Any delivery date will only be an estimate, and we will use reasonable efforts to delivery on the estimated delivery date;
(b) in all other cases, we will deliver the goods to you as soon as reasonably possible.
3.3 If we are performing services, we will begin the services on the date set out in the order, or such other date as we agree with you. Some services are subject to pro-rata billing.
3.4 we shall use our reasonable efforts to deliver goods or commence services on the dates set out above, but shall have no liability for any failure to do so. Time shall not be of the essence. Our maximum liability for failure to deliver or perform on time shall be limited to the excess cost (if any) to you of obtaining similar goods or services to replace those ordered from us.
3.5 if our supply of the products is delayed by an event outside our control then we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event.
3.6 You are responsible for ensuring that we have access to the delivery location, and for preparing the delivery location to allow us to deliver and (where applicable) install the goods, or to allow us to provide our services.
3.7 If you do not accept delivery of the goods we send, or do not allow us access to premises, server(s), computers, or anything else we need access to in order to provide our service (other than for reasons outside of your reasonable control) we may:
(a) charge the additional costs incurred by us as a result (including the cost for storing and insuring goods whilst we attempt redelivery); and/or
(b) cancel the contract or suspend any services; and/or
(c) exercise any other right available to us under the general law.
3.8 Where we provide maintenance services to you, we may replace parts with a value up to £50 (inc. VAT) without your prior consent, where we deem this necessary to ensure we can keep any system operational, despite this, we will always make reasonable attempts to fix any problems beforehand and will endeavour to give as much notice as possible.
- PRICES AND PAYMENTS
4.1 All prices are stated inclusive of VAT, delivery costs, and other taxes or duties which may apply.
4.2 We may charge a deposit on acceptance of your order or require upfront payment for a subscription service. Any deposits will be non-refundable with the exception of an event where we cannot provide you the agreed product/service for any reason.
4.3 Unless we agree credit terms with you in writing, all invoices must be paid by the due date present on the invoice. We are not a lender or creditor. Any credit offerings made are goodwill gestures and we are not required to offer them. We reserve the right to add up to 5% interest on unpaid invoices 56 days past their due date and reserve the right to charge for any debt collection agency fees thereafter if the invoice remains unpaid for more than 98 days.
4.4 If we agree credit terms with you, we may withdraw these if you are in breach of any agreed terms, or if any of the events in clause 7.1(e) occur or we consider are about to occur.
4.5 If you do not make any payment to us by the due date we may:
(a) charge interest to you on the overdue amount at the higher of the rate recoverable under the Late Payment of Commercial Debts (Interest) Act 1998 (where applicable, and as amended from time to time) and up to 5% once 56 days since the invoice due date has past. You must also pay us the costs of seeking recovery of the unpaid sums from you, including our legal fees. You must pay us interest and costs together with any overdue amount;
(b) we reserve the right to withdraw or terminate any or all services, subscriptions and refuse to supply any further products/services and limit your account to prepay only. Due to the type of work we do, any code we right or license keys we provide can be withdrawn with immediate effect once reasonable notice of non-payment has been made to you. We will not be responsible or liable for any damages caused by any work withdrawal to any pre-existing software, including but not limited to websites, mobile applications, computer software or any other form of electronic digital service that A14 IT Services Ltd. or its partners have provided to you; or
(c) we reserve the right to apply any payment made by you for other products to the unpaid invoice, including any occurred account credit.
4.6 If you are a business customer you must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
4.7 If you do not agree with any invoice, you must notify us within 14 days of receipt. If you do not, you will be deemed to have accepted the invoice.
(a) You may not withhold any sum for payment unless you notify us of the sum to be withheld and the grounds for withholding the sum at least 5 days before the final date for payment.
- TITLE AND INSURANCE RISK
5.1 The insurance risk in the goods passes to you upon completion of delivery of any goods or services.
5.2 Ownership of the goods passes to you upon payment in full for the price of the goods.
5.3 Until ownership of the goods has passed to you, you shall:
(a) store the goods separately from all other goods held by you so that they remain readily identifiable as our property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the goods;
(c) maintain the goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(d) notify us immediately if you become subject to any of the events in clause (e) listed below; and
(e) give us such information relating to the goods as we may require from time to time, but you may resell the goods in the ordinary course of your business.
5.4 If you are a business customer: Subject to clause 5.5 you may resell or use the goods in the ordinary course of your business (but not otherwise) before we receive payment for the goods. If you resell the goods before that time:
(a) you do so as principal and not as our agent; and
(b) title to the goods shall pass from us to you immediately before the time at which resale occurs.
5.5 If before title to the goods passes to you, you become subject to any of the events in clause 7.1(e), or we consider that any such event is about to happen and notify you accordingly, then:
(a) your right to resell the goods or use them in the ordinary course of your business ceases immediately; and
(b) provided that the goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy we may have, we may at any time require you to return the goods and, if you fail to do so promptly, enter any of your premises or any premises of any third party where the goods are stored in order to recover them.
- WARRANTY AND QUALITY
6.1 We warrant that on delivery, and for a period of 12 months from the date of delivery (warranty period), any products which are goods shall:
(a) conform in all material respects with their description and any relevant specification; and
(b) be free from material defects in design, material and damage.
6.2 Subject to clause 6.3 and 6.4, if:
(a) you give us notice in writing during the warranty period within a reasonable time of discovery (and no more than 7 days of discovery) that the goods do not comply with the warranty set out in clause 6.1;
(b) we are given a reasonable opportunity of examining such goods; and
(c) you return such goods to us at our cost,
(d) we shall, at our sole discretion, repair or replace the defective goods, or refund the price of the defective goods in part or full.
6.3 We will not be liable for the goods’ failure to comply with the warranty in clause 6.1 in the following circumstances:
(a) you make any further use of such goods after discovery of the defect, unless such use could not reasonably be avoided;
(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 goods or (if there are none) good trade practice;
(c) the defect arises as a result of us following any custom instruction, including, but not limited to, custom or unverified software;
(d) you alter or repair the goods without our written consent;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
(f) title to the goods has not passed to you.
6.4 If any goods supplied by us are manufactured by a third party supplier:
(a) we may assign the manufacturer’s warranties to you, in which case your right of action in respect of any defects with goods shall be against the manufacturer, and you shall not pursue any claim against us in respect of any defects in the goods; and
(b) our maximum liability or responsibility shall be no greater than that of the manufacturer’s liability to us in respect of those goods.
6.5 If you are a business customer: Except as provided in this clause 6, we shall have no liability to you in respect of a goods’ failure to comply with the warranty set out in clause 6.1.
6.6 If you are a consumer:
(a) we are under a legal duty to supply products that are in conformity with this contract. Nothing in these terms will affect your legal rights; and
(b) if you wish to exercise your legal rights to reject products that are faulty or mis-described, you must post them back to us. We will pay the costs of postage or collection but only once collection has been prior agreed and the criteria in clause 6.1 is met, otherwise, returns may be possible but not at our cost. You must contact us using the details below to arrange any return before returning any goods.
6.7 These terms shall apply to any repaired or replacement products supplied by us under this clause 6.
- TERMINATION
7.1 We may end the contract for a service/subscription/product at any time in writing to you if:
(a) you do not make any payment to us when it is due and you still do not make payment within 14 days of us reminding you that payment is due;
(b) you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the product(s)/service(s);
(c) you do not, within a reasonable time, allow us to deliver the product(s)/service(s) to you or you fail to make collection from us when a collection has been agreed;
(d) you do not, within a reasonable time, allow us access to your premises to supply the service; or
(e) you suspend or threaten to suspend payment of your debts or are unable or deemed unable to pay your debts as they fall due; a bankruptcy petition or application if filed against you; you make an application for an Individual Voluntary Arrangement; any steps are taken for you to be wound up or liquidated or to appoint an administrator or receiver over any of your assets; or any event analogous or which has an effect equivalent or similar to any of the foregoing occurs; we consider that any of the foregoing events are about to occur;
7.2 You may terminate the contract at any time by giving us notice in writing, however, services will not be terminated until any outstanding balance on a service/product due to us has been paid in full.
7.3 If we terminate the contract under clause 7.1, or if you terminate the contract under clause 7.2 (unless you are relying on your rights under clause 8) then we shall retain any deposit paid, and we shall also retain, or you shall pay to us, the following sums as compensation for the costs we will incur as a result of you breaking the contract:
- YOUR RIGHT TO CHANGE YOUR MIND IF YOU ARE A CONSUMER
8.1 This clause 8 only applies if you are a consumer.
8.2 For most products bought over the telephone, by mail or, by email, or following a meeting at your home, you have a legal right to change your mind within 14 days and receive a refund. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these terms.
8.3 Your right to change your mind does not apply in respect of:
(a) goods that are made to your specifications or are personalised for you;
(b) services, once these have been completed, even if the cancellation period is still running; and
(c) services where urgency was requested
8.4 The period you have to change your mind is as follows:
(a) For services/subscriptions: 14 days after the day we confirm we accept you order or “go live” with a subscription. If you cancel after we have started the services, you must pay us for the services received up until the point of cancellation.
(b) For goods: 14 days after the day you (or your nominee) receives delivery of any goods. If the goods are delivered in several instalments, you have 14 days after the day of the last instalment.
8.5 You can cancel the contract in one of the following ways:
(a) by contacting us by telephone, by post or by email using the details below. Please tell us your account/invoice number, what you have bought, when you ordered (or received any goods) and your name and address; or
(b) by completing the cancellation form at the end of these terms and posting or emailing it to us.
8.6 If you cancel the contract after goods have been sent to you, you must return them to us. You must contact us using the details below to arrange a return, and you must send off the goods within 14 days of telling us you wish to end the contract.
8.7 If you are exercising your right to change your mind, you must pay for the costs of return. The costs of collection may be the same as our charges for standard delivery.
8.8 If you change your mind and are entitled to a refund, we will refund you the price you paid for the products including delivery costs, by the method you used for payment. However, we may make the following deductions from the price (or if we have already refunded you, you will repay the following amounts):
(a) any reduction in the value of the goods, if this has been caused by your handling them in a way which would not be permitted in a shop;
(b) where the product is a service, an amount for the supply of the service for the period for which it was supplied, ending with the time when you told us you had changed your mind. The amount will be in proportion to what has been supplied, in comparison with the full coverage of the contract.
We will only refund costs of delivery up to the costs of the least expensive delivery method available. We will require a complete return of goods before refunding them.
- OUR LIABILITY FOR LOSS OR DAMAGE
The following clauses apply if you are a consumer:
9.1 If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill.
9.2 If we are providing services in your property, we will make good any damage to your property caused by our negligence while doing so, in the manner we consider most appropriate.
9.3 We are not responsible for:
(a) the cost of repairing any pre-existing faults or damage to your property that we discover while providing the services;
(b) subsidence or depressions caused to your property by the weight of our supplied equipment, where you permitted us to access your property to provide the services or install the product(s);
(c) damage caused as a result of complying with your instructions, or damage which could not reasonably have been avoided when carrying out the services.
The following clauses apply if you are a business customer:
9.4 All terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.
9.5 Subject to clause 9.7:
(a) we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for: (i) loss of profit, (ii) loss of business opportunity; (iii) liabilities to third parties; (iv) damage to reputation or goodwill; (v) business services provided under residential capacity; (vi) any indirect or consequential loss; in each case arising under or in connection with any contract between us;
(b) our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total sums paid by you for products under such contract.
The following clause applies to all customers
9.7 Nothing in these terms shall limit or exclude our liability for:
(a) death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(d) defective products under the Consumer Protection Act 1987; or
(e) any matter in respect of which it would be unlawful for us to exclude or restrict liability.
- HOW WE MAY USE YOUR PERSONAL INFORMATION
10.1 We will use the personal information you provide to us:
(a) to supply products/services to you;
(b) to process your payment for products/services; and
(c) if you agreed to this during the order process, to give you information about other products that we provide, but you may stop receiving this at any time by contacting us.
10.2 Where we extend credit to you for products/services we may pass your personal information to credit reference agencies and they may keep a record of any search that they do.
- OTHER IMPORTANT TERMS
11.1 Force Majeure…
11.2 Transfer…
11.3 Third Parties…
11.4 Severance…
11.5 Waiver…
11.6 Contact Details…
11.7 Notices…
11.8 Laws…
- CONTACTING US
12.1 You can contact us by any of the following methods:
(a) By telephone: 01473 561064
(b) By email: [email protected]
(c) By post:
A14 IT Services
Room 31
Basepoint Business Centre
70-72 The Havens
Ipswich
Suffolk
IP3 9BF
Any agreements made for clients that were automatically transferred to A14 IT Services Ltd. are automatically bound to these terms and all original agreements are to be honoured unless otherwise specified.
13. IMAGERY, CONTENT & THIRD-PARTY MATERIALS
13.1 Sources of Imagery. Our website(s) may display images and other content sourced from third-party websites, companies or brands. All such imagery is used either under (i) a licence-free or open licence believed to permit such use at the time of upload, or (ii) explicit permission privately obtained from the relevant rights holder.
13.2 Representations. We take reasonable steps at the time of upload to ensure that imagery is appropriately licensed or permitted. However, licences may be time-limited, revoked, or misattributed by upstream providers. We do not claim endorsement or affiliation by any depicted brand or rights holder unless expressly stated.
13.3 Active vs Non-Active Media. For the purposes of these terms, “Active Media” means content or imagery first published or last updated by us within the previous three (3) months. Any imagery or content older than three (3) months is deemed “Non-Active Media” and is maintained only as an archival or historical record. Non-Active Media does not form part of our current marketing campaigns or live promotions and should not be relied upon as indicating current sponsorship, licensing status or affiliation.
13.4 Takedown on Request. Where a rights holder objects to our use, we will act in accordance with the notice process in clause 14.
14. COPYRIGHT & TAKEDOWN (CEASE & DESIST PROCESS)
14.1 How to Notify Us. Copyright or other IP infringement notices must be submitted electronically to [email protected] with the subject line “Copyright Notice”. Your notice must include: (a) your full name and contact details; (b) identification of the work claimed to be infringed; (c) the exact URL(s) on our website where the material appears; (d) a statement that you are the rights holder or are authorised to act on their behalf; and (e) a clear cease and desist request.
14.2 First Contact Must Be Cease & Desist. All infringement claims must start with a cease and desist request. We will respond promptly and in good faith and will aim to remove or disable access to the material or otherwise resolve your concern within fourteen (14) days of receipt of a compliant notice under clause 14.1.
14.3 No Initial Payment Demands. These terms explicitly state that no party, including any copyright holder or their agent, may include payment demands in the first notification of alleged infringement. Any demand for payment prior to allowing us the 14-day resolution period in clause 14.2 is not accepted by us. Nothing in this clause prevents parties from discussing settlement after we have had a reasonable opportunity to act on a compliant notice.
14.4 Our Intent. We do not intend to infringe any rights. Upon receiving a compliant notice, we will act without undue delay. Where appropriate, we may request reasonable evidence of ownership and/or authority.
14.5 Reservation of Rights. We reserve all defences and rights available at law. This clause 14 sets out our internal notice process and does not limit any mandatory statutory rights or remedies.
15. EVIDENCE & ADMINISTRATION CHARGE FOR CLAIMS
15.1 Use of Screenshots/Photographs. If any copyright or IP claim sent to us includes screenshots or photographs of our website or any part of it (including mobile renderings), we reserve the right to levy an administration charge equivalent to one (1) hour of our standard time-based fee for evidential review, logging and processing.
15.2 When Charge Applies. The administration charge under 15.1 may be applied per claim (not per image) where (a) the claim is initiated by or on behalf of a third party; and (b) the imagery submitted is used primarily as evidence of our website content. This charge does not apply to bona fide law-enforcement requests or where prohibited by law.
15.3 No Waiver of Legal Rights. The administration charge is without prejudice to our rights and remedies and does not constitute acceptance of liability.
Terms are subject to change without notice.
