TechQuarters Terms and Conditions of Business

 

These standard terms of service apply to provision of the Services specified on one or more Order Forms or Quotes (as applicable) agreed between you and us, and apply separately to the Services under each Order Form or Quote, as applicable. Together, these terms, an Order Form and/or Quote and the Additional Terms (applicable to the relevant Services) constitute an agreement between you and us for the provision of Services (the “Agreement“). If there is any inconsistency between these terms, the Order Form or Quote and/or the Additional Terms, the Order Form or Quote (as applicable) shall prevail, followed by the Additional Terms, followed by these terms.

These terms of supply shall apply to all orders and contracts for the supply of Services by TechQuarters to the exclusion of all other terms (including any terms and conditions you purport to apply) other than any Additional Terms, terms stated by TechQuarters on any Order Form or Quote and any third party terms and conditions that TechQuarters has expressly stated apply. Any attempt by you (or on your behalf) to impose any other terms or conditions to the trading relationship with TechQuarters is hereby explicitly and expressly deemed automatically rejected in advance (and any such terms and conditions are likewise deemed rejected automatically in advance) and will be (and is) wholly ineffective and non-binding upon TechQuarters. No terms or conditions other than these terms and conditions are or will be acceptable to TechQuarters, save as expressly agreed and physically signed in writing by an authorised representative of TechQuarters agreeing to a variation of these terms and conditions in accordance with these terms and conditions.

The Agreement applies between you, the customer named on the Order Form or Quote, and TechQuarters Ltd, a company registered in England and Wales with company number 07246305 (also referred to as “we” or “us”). It shall come into force when we have given written acceptance of the Order Form or Quote (as applicable) signed by you.

In these terms, the following definitions apply (unless inconsistent with the context):

Additional Terms“: terms applicable to specific Services, as referred to on the Order Form or Quote (as applicable).

Charges” and “Payment Period“: as specified on the Order Form or Quote or in the Additional Terms, or as amended from time to time in accordance with the Agreement (including clause 10 below). To the extent Charges for any Services are not so specified, they shall be at our standard daily rates.

Information“: as defined in clause 12.2 below.

Initial Period“, “Notice Period“, “Renewal Period” and “Start Date“: as specified on the Order Form or Quote.

Order Form“: a TechQuarters order form to which these terms relate.

Quote”: any quote provided by TechQuarters to you, the customer, setting out the proposed Services to be provided by TechQuarters to which these terms relate.

Services“: the services described on the Order Form or Quote (as applicable) and in the Additional Terms.

Service Levels“: the service levels set out in the Additional Terms.

 

1. Provision of Services

 

1.1. Subject to clause 1.4, we shall provide the Services to you from the Start Date.

 

1.2. We shall provide the Services with reasonable skill and care and in accordance with the Service Levels.

 

1.3. We shall use reasonable efforts to give notice of anticipated interruptions to the Service.

 

1.4. The provision of the Services is subject to satisfactory completion of an initial network assessment. If such network assessment reveals unforeseen problems in providing the Services, we may cancel this Agreement and shall refund to you any Charges paid in advance.

 

2. Acceptance and Commencement Date

 

2.1. TechQuarters shall provide you with either an Order Form or a Quote stating the proposed Services to be provided. If you wish to take up the Services as stated on either the Order Form or the Quote (as applicable), you shall sign or esign the Order Form or Quote (as applicable) and return it to TechQuarters. The returned Order Form or Quote as applicable shall be deemed to be an offer by you, and if accepted by TechQuarters, the Agreement shall be deemed formed. For the avoidance of doubt, any additional terms stated on the Order Form or Quote (as applicable) by you are hereby expressly rejected and shall not apply to the Agreement unless otherwise expressly agreed in writing by an authorised representative of TechQuarters.

 

2.2. Various third party terms and conditions shall apply, depending on the specific Services that are being provided under the Agreement, and these are listed in the relevant Order Form or Quote (as applicable) accompanying these terms and conditions. You shall be obliged and you hereby agree to comply with any and all obligations and restrictions contained in such third party terms including any and all such obligations and restrictions that TechQuarters is obliged to ensure you comply with. It is your obligation to keep up to date with any changes to such third party terms and conditions and, as such, you should check them frequently. TechQuarters shall not and has no obligation to update or inform you of any changes to any third party terms and conditions.

 

3. Duration of the Services

 

3.1. Unless and until terminated in accordance with this clause 3, this Agreement shall continue for the Initial Period and will automatically renew for successive Renewal Periods.

 

3.2. You or we may terminate the Agreement at the end of the Initial Period or any subsequent Renewal Period, by giving notice to the other party of not less than the Notice Period to expire before the end of the Initial Period or such Renewal Period, as applicable. You may not reduce the scope of the Services during any such period of notice.

 

3.3. We may suspend the provision of Services (and any related services under other arrangements between us) or terminate the Agreement and any related agreement if your payment of any Charges is overdue.

 

3.4. You or we may terminate the Agreement and any related agreement immediately on notice to the other party if such other party:

 

(a) is in material breach of the Agreement and, in the case of a material breach that can be remedied, has failed to remedy it within 14 days of the first party’s written request; or

 

(b) becomes insolvent or is wound up due to insolvency.

 

3.5. We may terminate this Agreement and any related agreement upon a minimum of three months’ notice to you if we become insolvent, are wound up, or cease (or prepare to cease) to carry on business for any reason.

 

3.6. All provisions of the Agreement which by their nature are intended to continue shall survive termination, including terms relating to exclusions and limitations of liability, and confidentiality.

 

3.7. Termination this Agreement shall not affect accrued rights and liabilities of you or us up to the date of termination, including our rights to payments due from you.

 

4. Charges and payment

 

4.1. You agree to pay the Charges to us in consideration of the Services.

 

4.2. To the extent any Charge is a regular fixed fee, it is due at the start of the Payment Period to which it relates. Should any fixed Charge increase during a Payment Period (for example, if you upgrade the Services), a pro rata proportion of the increase in the relevant Charges (corresponding to the unexpired part of that Payment Period) will be due in advance. We shall invoice Charges incurred for other Services and payment is due within 14 days of the date of the invoice. All other charges for equipment is payable by return unless otherwise specified.

 

4.3. Invoices will be emailed to your current billing email address.

 

4.4. Payments may be made by direct debit or other payment method agreed with us.

 

4.5. Other expenses which you ask us to incur on your behalf will be re-charged at cost or at standard rates prescribed by professional bodies.

 

4.6. Value added tax will be due in addition to the Charges. Our VAT number is: 996660360.

 

4.7. At our discretion we may refer overdue payments to a debt collections agency, and in that event an administration charge will be added to the outstanding amount. The value of the administration charge is discretionary, but would be a minimum of 25% of the overdue amount. Interest may also be charged on overdue payments at the lesser of: (a) 2% per year over the standard Lloyds Bank base rate prevailing at the time; and (b) the highest rate allowed by law.

 

5. Non-Standard Services and Charges

 

Additional Services may be agreed separately and charged as follows:

 

5.1. Charges will be made at TechQuarters’ standard rates for large project work and web development, unless otherwise agreed.

 

5.2. Charges for procurement of hardware and software will be separately agreed with you as required.

 

5.3. Other services will incur charges at preferential rates including Office relocations, Server installations, Networked application, equipment & client/server installations, Cloud computing services, Cloud development projects, and co-ordinated installations or moves of multiple desktops or applications (e.g. Multiple installation of anti-virus software).

 

6. Your responsibilities

 

6.1. You must ensure you have appropriate licenses and permissions and have given all appropriate notifications, for us to install, access,