Terms of business

1. How a contract is made

1.1 A contract is formed when you accept our proposal or quotation, when we confirm your purchase order in writing, or when we start work or delivery, whichever comes first.

1.2 If documents conflict, this order applies: (a) any special terms or statement of work signed by PC1; (b) our proposal or quotation (your “Order”); (c) these terms; (d) your purchase order, for administrative details such as the invoice address only. Terms printed on or attached to your purchase order do not apply.

1.3 Quotations are valid for 7 days unless they say otherwise.

2. Our services

2.1 We will provide the services described in your Order with reasonable skill and care, in line with good industry practice, using suitably qualified people.

2.2 Any service levels, response times or support hours are those set out in your Order. Where none are stated, we will respond within a reasonable time during our normal working hours.

2.3 Either of us may ask for a change to the services. Changes take effect once agreed in writing, including any change to the charges.

2.4 We may make changes needed for security, legal or supplier reasons, or that do not materially reduce the services, and will tell you about any that affect you.

3. What we need from you

3.1 To deliver the services you agree to:

• give us timely access to your premises, systems, accounts and people, and the information we reasonably ask for;
• name a contact who can make decisions about the services;
• hold valid licences for software we support that you have bought elsewhere;
• tell us promptly about changes, incidents or problems that may affect the services;
• make sure your staff use your systems lawfully and in line with your own policies; and
• provide safe access, power, network connections and any consents needed for work on site.

3.2 We are not responsible for delays or failures caused by you not doing these things. Wasted visits or extra work this causes may be charged at our current rates.

4. Managed services: term and renewal

4.1 Managed services (ongoing support, monitoring, security, telecoms or hosting) start on the date in your Order and run for the minimum term it states.

4.2 After the minimum term they continue until either of us gives at least 90 days’ written notice, unless your Order says otherwise.

4.3 Where your Order has no minimum term, either of us may end a managed service with 90 days’ written notice.

5. Charges and payment

5.1 Charges are as set out in your Order and exclude VAT, which is added at the current rate.

5.2 Unless your Order says otherwise, invoices are payable within 14 days of the invoice date. Recurring charges are invoiced in advance.

5.3 For projects or special-order items we may ask for staged payments (for example 50% on order, 40% before delivery and 10% on completion) or payment in full before we order from the manufacturer or distributor.

5.4 You will pay invoices in full without set-off, counterclaim or deduction.

5.5 If an invoice is overdue we may charge interest at 4% a year above the Bank of England base rate, compounded monthly, plus reasonable recovery costs, and may suspend services or deliveries until it is paid.

5.6 Where our own costs rise, for example licence or third-party charges, we may change recurring charges by giving you at least 30 days’ written notice.

6. Equipment and goods

6.1 Delivery dates are estimates. Unless your Order says otherwise, goods are delivered to your UK ground-floor reception.

6.2 Please check goods on delivery. Note any external damage on the carrier’s delivery note and tell us within 2 business days. Tell us about anything else that does not match your Order within 7 business days; after that, goods are treated as accepted.

6.3 Risk passes to you on delivery. Ownership passes only when we have been paid in full for the goods and anything else you owe us. Until then you will keep them safe, insured and identifiable as ours, and we may recover them if you do not pay.

6.4 Standard stock may be cancelled free of charge before dispatch. After dispatch, returns need our agreement, must be unopened and in original packaging within 14 days, and may carry a restocking fee (typically 15–25%) and return carriage. Custom, configured or non-returnable items identified in your Order cannot be cancelled or returned.

6.5 Goods come with the manufacturer’s warranty. We will help you with dead-on-arrival and warranty claims in line with the manufacturer’s process.

7. Third-party products and licences

7.1 Software, cloud services and connectivity from other providers (for example Microsoft 365 or 8x8) are supplied under that provider’s own terms, which you agree to when you use them. We are not responsible for the provider’s own failures, outages or changes, though we will help you deal with them.

7.2 Licence fees for these products are normally committed for a term set by the provider and may not be reduced or refunded part-way through it.

8. Cyber security and certification

8.1 Security services reduce risk; no service can guarantee that systems will never be breached, infected or disrupted. You remain responsible for your organisation’s overall security and legal obligations.

8.2 Where we help you towards Cyber Essentials or another certification, the decision to certify is made by the certification body. We cannot guarantee a pass, and certification fees are payable whether or not you pass.

8.3 Unless your Order includes a backup service, you are responsible for keeping backups of your data.

9. Data protection and confidentiality

9.1 Where we handle personal data on your behalf, our data processing agreement applies and forms part of these terms. How we handle personal data as a business is explained in our privacy notice.

9.2 Each of us will keep the other’s confidential information confidential and use it only for our contract. This continues for five years after the contract ends, except for information that is already public, independently developed or required to be disclosed by law.

10. Intellectual property

10.1 We keep ownership of our pre-existing materials, tools and know-how. Software we supply is licensed under the relevant vendor licence.

10.2 Once you have paid for bespoke work, such as a website or software we build for you, you own the deliverables made specifically for you, and we grant you a licence to use any of our pre-existing materials included in them, unless your Order says otherwise.

10.3 Where we use content you provide, such as logos and images, you confirm you have the right to let us use it, and you will cover us against claims arising from it.

11. Liability

11.1 Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot be limited by law.

11.2 Subject to 11.1, our total liability under or in connection with a contract in any 12-month period is limited to the charges paid or payable by you under that contract in the 12 months before the event giving rise to the claim.

11.3 Subject to 11.1, we are not liable for loss of profit, revenue, business, contracts or anticipated savings, for loss or corruption of data (except to the extent we have agreed to back it up and failed to do so with reasonable care), or for any indirect or consequential loss.

12. Ending the contract

12.1 Either of us may end a contract straight away by written notice if the other commits a material breach that is not put right within 14 days of being asked to, or becomes insolvent.

12.2 When a contract ends, everything you owe becomes payable at once. We will return or delete your data in line with the data processing agreement, and give reasonable help moving services to you or a new provider, charged at our current rates.

12.3 Clauses that are meant to continue after the contract ends, including 6.3, 8, 9, 10, 11 and 14, do so.

13. Events outside our control

13.1 Neither of us is liable for delay or failure caused by events beyond our reasonable control, such as supply chain disruption, outages at other providers, extreme weather, epidemics or industrial action, provided we take reasonable steps to limit the effect. If such an event lasts more than 30 days, either of us may end the affected contract without liability, other than for amounts due up to that date.

14. General

14.1 We may use subcontractors and remain responsible for their work. Neither of us may transfer a contract without the other’s written consent, which will not be unreasonably withheld.

14.2 Notices must be in writing, by hand, first-class post or email to the addresses in your Order. Emails are treated as received on the next business day if no delivery failure is received.

14.3 A contract, with the documents it refers to, is the whole agreement between us. Changes must be agreed in writing. If any part is found invalid, the rest remains in force. A failure or delay in enforcing a right is not a waiver of it.

14.4 No one other than you and us has rights under a contract.

14.5 These terms and any contract are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.