Terms

H-TEC Commercial Group Ltd – Terms and Conditions

These Terms and Conditions apply to all Contracts entered into with us, H-TEC Commercial Group Ltd, a company registered in England and Wales under number 10338971, whose registered office address is at Unit 8 Horsepool Grange, Elliotts Lane, Stanton Under Bardon, Markfield, England, LE67 9TW  (referred to as “the Company/we/us/our”).

1. Definitions and Interpretation
   • In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Client/you/your” means the business, corporate body, or sole trader entering into the Contract with us. Where an individual is entering into the Contract on behalf of a business, the individual confirms they have the authority to do so and to contractually bind that business and the business will be our Client in the context of the Contract;

“Asset” means the vehicle, plant, machinery or other assets where the Equipment is to be installed or cloud software to be provided;

“Contract” means the contract formed in accordance with clause 2 which will incorporate, and be subject to, these Terms and Conditions;

“Equipment” means any equipment we have agreed to supply, install and/or maintain;

“Property” means the property at which our Services are to be provided where applicable;

“Services” means the services to be provided by us, at the Property or on the Asset where applicable, as set out in the Contract, together with any additional services which we have agreed to provide; and

“Software” means the cloud software.

• Each reference in these Terms and Conditions to “writing” and “written” includes emails and similar communications.
• The headings used in these Terms and Conditions are for convenience only and will have no effect on their interpretation. Each reference to the singular number includes the plural and vice versa. References to persons include corporations.

2. Contract and Term
   • These Terms and Conditions govern the sale of all Equipment by us and form the basis of the Contract between you and us.
   • We will send you a quotation setting out the Equipment and/or Services to be provided and our fees. Our fees will be fixed for a period of 30 days from the date we send this to you, after which time we reserve the right to adjust them.
   • A legally binding Contract will be formed between you and us as soon as you accept the quotation, by signing and returning it to us, or by confirming your acceptance via email or otherwise. The Contract will include the acceptance of these Terms and Conditions, which will apply between you and us.
   • No terms or conditions stipulated or referred to by you in any form whatsoever will in any respect vary or add to these Terms and Conditions, unless we agree otherwise in writing.
   • You are responsible for the accuracy of any information submitted to us and for ensuring that the quotation reflects your requirements. Our quotation is based on the information provided to us at the time of its preparation.  Should any errors or discrepancies become evident which affect the order value, we reserve the right to make adjustments to it.

3. The Services (General)
   • We will ensure that our Services are carried out with reasonable care and skill, in accordance with the Contract.
   • Unless we agree otherwise, our Services will be carried out during our normal working hours. Services required outside of these hours may incur extra costs.
   • The quantity, quality and description of, and any specification for, the Equipment and/or Software will be as set out in our order acknowledgement.
   • You are solely responsible for ensuring that the Equipment to be provided are suitable for the Asset in which they are to be installed before placing the order. We accept no liability if the Equipment does not fit or is unsuitable for the intended purpose.
   • We may provide samples, examples or similar documents, but these are intended for illustrative purposes only and are not intended to provide an exact specification, or to guarantee specific results.
   • We reserve the right to make minor changes to the specification of the Equipment that does not affect its quality or performance, or as may be required to conform to any applicable safety or other legal or regulatory requirements.

4. Delivery and Collection
   • Any delivery or collection dates specified are approximate only and we will not be liable for any delay, howsoever caused. Time for delivery or collection is not of the essence of the Contract.  We may also deliver in advance of the specified delivery date upon giving you reasonable notice.
   • You can choose to collect your order from us during our normal working hours upon prior arrangement. You will need to provide us with as much notice as possible before collecting, and you will need to bring proof of order.  We reserve the right to refuse collection if you are unable to comply with this clause, in which case we may arrange delivery at your cost.
   • We offer standard delivery by post or the collection of our Equipment, which shall be agreed between both Parties. If the Equipment is delivered, you will need to sign for it on delivery. If for any reason we are unable to deliver the Equipment at your chosen delivery address, we will leave a note informing you that the Equipment has been returned to our premises, requesting that you contact us to arrange re-delivery. The re-delivery will be chargeable. In the event of a failed delivery, the starting date of the Hire Term remains the same.
   • If, on delivery or collection, any of the Equipment is defective or any parts are missing, and either you lawfully refuse the delivery or you sign for them on delivery as “unexamined” and you give us written notice of such defect within 24 hours of the delivery, we will replace the defective Equipment as soon as is reasonably possible. However, we shall have no further liability to you, and you may not reject the Equipment if delivery is not refused, or notice given by you as set out above.
   • Delivery (or collection, where applicable) will be deemed to have taken place when the Equipment has been delivered to the agreed delivery address or has been collected by you and you (or someone identified by you) have taken physical possession of the Equipment.
   • If you fail to take delivery of or collect the Equipment at the agreed time, or fail to give us adequate delivery instructions, then we will charge you for the reasonable costs of storage, together with insurance, administration and restocking fees. We may also treat the Contract as cancelled and recover any Equipment you have not yet paid for.
   • You must inspect the Equipment within 48 hours of delivery or collection, and before the installation begins, whichever is the sooner. You must notify us of any damage or shortages in writing and send photos and/or videos as evidence within this period.

5. Equipment
   • We reserve the right to make any changes in the specification of the Equipment that may be required to conform to any applicable safety or other legal or regulatory requirements without notice.
   • We cannot be held responsible for incompatibility of the Equipment with any existing systems, your Property or your Asset except in the event of our negligence. It is your responsibility to confirm this prior to entering into the Contract with us.
   • It is your responsibility to ensure that any use of the Equipment by you is in compliance with all instructions and manuals issued by us, and any applicable statutory requirements.

6. Installation
   • Where we have agreed to install the Equipment, you are responsible for ensuring that the installation team have unrestricted access to the Property or Asset as required. Our price is based on being able to complete our Services in one continuous visit or where we are carrying out our Services in phases, each phased visit is to be continuous;
   • If we are otherwise delayed for any reason beyond our control, we will reserve the right to suspend the Services and withdraw the engineer from site until such time as this is rectified, not be held liable for any delays, and to charge for any costs we may incur as a result, such as for storage or non-productive visits to the Property or Asset.
   • We will ensure that no parts of the Property or Asset suffer damage as a result of our provision of the Services. This does not apply to any damage caused to anything existing in the Property or Asset which is reasonably commensurate with the carrying out of works in the usual way. We will make good any other damage that occurs at no additional cost to you, as soon as is reasonably possible.

7. Software
   • Once the Contract for software is formed, it will continue in force for the initial term as specified in the quotation and thereafter shall roll on a 12 month basis, unless it is cancelled or terminated sooner in accordance with clause 11 below.
   • We shall provide the Services in a timely manner and in accordance with prevailing best practices in the industry.
   • We do not warrant that your use of the Software will be uninterrupted or error-free; nor that the Software will meet your requirements.
   • You accept sole responsibility for all information obtained from the use of the Software. We shall not be held liable for the actions of, and any loss or damage incurred for any reason from any information you have obtained from our Software.
   • It is your responsibility to procure and maintain adequate network connections in order to enable you to access the Software. We are not responsible for any delays, delivery failures, or any other loss and damage resulting from the transfer of data over communications networks and facilities, and you acknowledge that the Software may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
   • We reserve the right to carry out maintenance at such times as may be necessary at our discretion. We will however endeavour to give you advance notice where possible.
   • You may only use our Software in a manner that is lawful and that complies with the provisions of this clause. Specifically:
     • you must not use the Software in any way, or for any purpose, that is unlawful or fraudulent;
     • you must not use our Software to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware, or any other code designed to adversely affect computer hardware, software, or data of any kind; and
     • you must not use our Software in any way, or for any purpose, that is intended to harm any third party systems, software, or a person or persons in any way.
   • We reserve the right to suspend or terminate your Account and/or your access to the Software if you materially breach the provisions of this clause or any of the other provisions of these Terms of Use. Specifically, we may take one or more of the following actions:
     • suspend, whether temporarily or permanently, your Account and/or your right to access the Software;
     • issue you with a written warning;
     • take legal proceedings against you for reimbursement of any and all relevant costs on an indemnity basis resulting from your breach.
   • Throughout the term of the Contract, you must follow all storage usage, maintenance, cleaning and other guidelines and instructions issued by us and the manufacturer in relation to the Equipment and Software. We reserve the right to terminate the Contract where we reasonably believe you may be in breach of this clause, or charge for any visits necessitated as a result of your failure to comply with it.
   • If, in our reasonable opinion, we consider that any Equipment cannot be repaired economically to put it in a maintainable condition, we will notify you accordingly and either send you a quote for replacement, or that Equipment will be removed from the Contract.
   • The Contract will not be deemed automatically to cover any additional Equipment or upgrades that you may purchase (from us or a third party) during the term of the Contract, or Equipment not installed by us. If we agree to add such Equipment to the Contract, we will notify you of any change in the fees as a result.

8. Fees and Payment
   • You agree to make payment for the Services and/or Equipment in accordance with these terms for payment and any terms set out in the quotation.
   • All invoices are payable in pounds sterling, within 30 days from the date of invoice, without set-off, withholding, retention or deduction.
   • We may, at our sole discretion, offer to open a credit account for you. You agree that in doing so, we may:
     • carry out credit checks, and obtain third parties references as to your financial standing; and
     • at any time, upon giving you written notice, change our credit payment terms and/or reduce, amend or withdraw the credit facilities offered to you.
   • We reserve the right to increase the price of the Equipment at any time before delivery to reflect any increase in the cost to us which is due to any factor beyond our control (including, but not limited to, any significant increase in the costs of labour, materials or other costs of manufacture). In this event, we will contact you to obtain your consent on the new pricing before proceeding with the order.
   • If you fail to make payment to us by the due date, then without prejudice to any other rights or remedies available to us, we reserve the right to suspend the Services and charge you interest on the overdue sum at the rate of 8% per annum above the Bank of England base rate, accruing on a daily basis from the due date until date of actual payment, both before and after judgment, together with our reasonable costs incurred in attempting to recover any overdue sum.

9. Equipment Warranty
   • It is your responsibility to inspect any order within 48 hours of delivery or collection. We will be under no liability for any damage or shortages that would be apparent on reasonable careful inspection if the provisions of this clause 9.1 are not complied with and, in any event, will be under no liability if a written complaint is not made to us within this timeframe detailing the alleged damage or shortage.
   • If any Equipment does not conform to the agreed specification, or are otherwise defective, you must notify us in accordance with clause 9.1. We will have no liability under this clause 9 if we have not received this notice, if we have not received payment in full under the Contract by the due date for payment, or in respect of:
     • any defect in the Equipment arising from information supplied by you;
     • any defect arising from normal wear and tear, wilful damage, negligence, improper storage or installation, abnormal conditions at the property, failure to follow our or the manufacturer’s instructions (whether oral or in writing), misuse, alteration or repair of the Equipment without our prior written approval, or as a result of any other cause beyond our reasonable control.
   • In the event that the Equipment suffers a breakdown or malfunction, you must immediately stop using it and disconnect it from any power source (where applicable). You must inform us within 24 hours of a breakdown.
   • Where any valid claim is notified to us in accordance with this clause, then subject to you giving us suitable opportunity to inspect, investigate and test the alleged defect or failure where applicable, and if we find the Equipment to be defective, we will be entitled to replace this (or the part in question) free of charge or, at our sole discretion, refund to you the price of the Equipment (or a proportionate part of the price) by way of credit, and we will have no further liability to you.
   • All Equipment supplied by us will be subject to the extents and limits of the warranty provided to us by the manufacturer’s guarantee or warranty. Please check the warranty details provided with the Equipment for full details.
   • Any warranty provided is not transferrable and does not include for the cost of removal or reinstallation of the Equipment.

10. Intellectual Property Rights
    • All parts of the Software including, but not limited to, underlying code, text, graphics, logos, icons, data, sound and video clips, is and will remain our property. By using the Software, you acknowledge that it is protected by applicable intellectual property laws.
    • When you purchase a subscription to access the Software, we will grant you a limited, non-exclusive, non-transferable, non-sub-licensable licence to access and use the Software for your own purposes. The licence granted to you does not give you any other rights in the Software.
    • You must use all reasonable endeavours to prevent any unauthorised access to, or use of, the Software and, in the event of any such unauthorised access or use, you must notify us immediately.
    • You may not copy, rent, sell, publish, republish, share, broadcast or otherwise transmit the Software (or any part of it) or make it available to any third party, without obtaining our prior written permission.

11. Cancellation and Termination
    • You may not cancel or change any order once the Contract is formed, except with our agreement in writing, and on the basis that you agree to indemnify us in full against all loss (including loss of profit), costs (including all labour and materials used), restocking, charges and expenses incurred by us as a result. We will not accept the cancellation or return of any bespoke or special order Equipment.
    • All Equipment we agree may be returned must be returned to us within 14 days of delivery or collection, unused and unopened, in their original packaging and in a re-saleable condition (to be determined at our absolute discretion) and on the basis that you will be responsible for the costs of returning the Equipment to us. Any original delivery costs will not be refunded.
    • We reserve the right to cancel the Contract at any time and will confirm this in writing. If we cancel before we have provided any Equipment, we will refund any payments you may have made to us in advance, in full.
    • In the event of cancellation:
      • all payments due under the Contract will become due and immediately payable. In respect of Equipment provided but for which no invoice has been submitted, we will be entitled to submit an invoice, which will become immediately due and payable;
      • any and all obligations of the parties which either expressly or by their nature continue beyond the cancellation or expiration of the Contract will survive cancellation on a pro-rata basis.
    • You may terminate the Software contract by the giving of 90 days’ notice before the end of the then-current term, which shall take effect at the end of that term.
    • Either you or we can terminate the Contract by contacting the other party in writing if the other party:
      • commits a material breach of the Contract in any way and fails or refuses to do remedy the breach within 30 days after receiving notice in writing requesting that party to do so; or
      • goes into bankruptcy or liquidation either voluntary or compulsory, if a receiver is appointed in respect of the whole or any part of its assets, or if anything similar occurs.
    • Any and all obligations of the parties which either expressly or by their nature continue beyond the termination, cancellation or expiration of this Contract will survive termination under this clause 11 on a pro-rata basis.

12. Title and Risk
    • Risk in the Equipment shall pass to you upon it leaving our physical possession or control and shall not revert back to us until the Equipment is back in our possession or control despite the expiry of any agreed Hire Term. Throughout the course of the Hire Term you shall take out and maintain sufficient insurance to cover the Equipment and Software for their full replacement value.
    • Title and all rights to the Equipment shall at all times be vested in us and you acknowledge that you have no right, title, property or ownership in the Equipment. You will not acquire title to any Equipment which we supply to you until such time as they have been paid in full, and until they have been paid for in full we reserve the ownership of such Equipment;
    • We reserve the right to repossess any Equipment in which we retain title without notice. You irrevocably authorise us to enter your Property (or any property at which we reasonably believe the Equipment is being held) during normal business hours for the purpose of repossessing any Equipment in which we retain title.

13. Liability and Indemnity
    • We will be responsible for any foreseeable loss or damage that you may suffer as a result of our breach of the Contract or as a result of our negligence (including that of our employees or sub-contractors). Loss or damage is foreseeable if it is an obvious consequence of the breach or negligence or if it is contemplated by you and us when the Contract is created.  We will not be responsible for any loss or damage that is not foreseeable.
    • Nothing in these Terms and Conditions or the Contract seeks to exclude or limit our liability for death or personal injury caused by our negligence (including that of our employees, agents or sub-contractors); or for fraud or fraudulent misrepresentation.
    • We accept no liability in respect of loss or damage where this is caused by you or any third party not authorised by us; work performed by third-party consultants, contractors or trades; unforeseen pre-existing issues; and/or damage or deterioration arising out of normal wear and tear.
    • Any advice or recommendation given by us or our employees or agents as to the storage, application or use of the Equipment which is not confirmed by us in writing is followed or acted upon entirely at your own risk and accordingly we shall not be liable for any such advice or recommendation which is not so confirmed. You remain entirely responsible for ensuring that you and any other third parties who have access to the Equipment operate it in a safe and appropriate manner.
    • Subject to the provisions of this clause 13, in the event of a breach by us of our express obligations under the Contract, your remedies will be limited to damages, which in any event, will not exceed the total sums paid by you under the Contract in the preceding 12 months.
    • Under no circumstances will we be liable to you for any loss of profit, loss of business or business opportunity, or interruption to business.
    • Nothing in these Terms and Conditions or the Contract seeks to limit or exclude your rights as a Consumer, where applicable. For full details of your legal rights and guidance on exercising them, we recommend you contact your local Citizens’ Advice Bureau or Trading Standards Office.

14. Data Protection: All personal information we may collect will be collected, used, and held in accordance with the provisions of the UK General Data Protection Regulation and the Data Protection Act 2018, and any changes to them. For further details, please refer to our privacy policy, available upon request.

 

15. Other Important Terms
    • We will not be liable for any failure or delay in performing our obligations where the failure or delay results from any cause beyond our reasonable control. This includes, but is not limited to: adverse weather, power failure, internet failure, industrial action, riots, civil unrest, fire, flood, storm, earthquake, act of terrorism or war, natural disaster, pandemic, epidemic or any other event beyond our reasonable control.
    • We may transfer (assign) our obligations and rights under these Terms and Conditions and under the Contract to a third party (if, for example, if we sell our business). If this occurs, we will inform you in writing. Your rights will not be affected and our obligations under the Contract will be transferred to the third party who will remain bound by them.
    • You may not transfer (assign) your obligations or rights under these Terms and Conditions (or the Contract) without our written permission.
    • The Contract is between you and us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms and Conditions.
    • Any part of these Terms and Conditions found to be unlawful, invalid or otherwise unenforceable would be severed from our Contract. This will not affect the validity and enforceability of the remaining parts of the Contract.
    • If the rights under these Terms and Conditions are not exercised or enforced following a breach of contract by either party, this does not mean that either of us has waived our right to do so at a later date.

16. Governing Law and Jurisdiction: These Terms and Conditions and the Contract between you and us will be construed in accordance with the laws of England and Wales and any dispute will fall within the jurisdiction of the courts of England and Wales.