Terms & Conditions
1. Definitions
1.1. In this agreement, the following definitions apply:
– “Parties” refers to the entities defined in the header of this document.
– “Client” refers to the entity purchasing or subscribing to services, hardware, software, or goods.
– “Contractor” refers to the entity, company, and its associates responsible for delivering services, hardware, software, or goods.
– “Computer Apparatus” includes computer and network hardware, software, drivers, and firmware.
– “Intellectual Property” encompasses all intellectual property rights recognized by law, including ideas, inventions, trade secrets, processes, programs, data, formulas, patents, copyrights, or trademark rights.
– “Services” refer to the services listed in the header of this document.
2. Incorporation and Appendices
2.1. These terms and conditions are an integral part of the header to which they are attached, and “Appendix A” constitutes an essential component of the entire agreement. References to the appendix are applicable if included therein.
3. Conflict Resolution
3.1. In the event of any conflict between these terms and conditions and the header or appendix, the terms herein shall prevail. Explanations in the appendix, unless specified as terms, do not represent binding terms of the agreement, nor do they constitute any representation by the contractor. The client shall not make any claims against the contractor based on such explanations.
4. Timelines and Estimates
4.1. Timelines provided in this agreement are estimates only, and time is not considered of the essence at any stage.
5. Agreement Types
5.1. These terms and conditions may form part of either a retainer service agreement, if chosen by the client, or an ad hoc agreement for services or goods upon order.
6. Applicability
6.1. Unless explicitly stated otherwise, the provisions in this agreement apply to both retainer service agreements and ad hoc agreements, with necessary modifications.
7. Independent Contracts
7.1. In the absence of a retainer service agreement, each call-out or order constitutes an independent contract offer. If accepted by the service contractor, a separate agreement is established for each instance, governed by the terms and conditions of this agreement, with necessary modifications.
8. Payment Terms
8.1. Hardware and software will be supplied on order, with payment in cash due before delivery, unless otherwise agreed in writing.
9. Hourly Rates
9.1. Hourly rates charged by the service contractor are as specified in the header. Retainer option clients must make payment within 30 days from the invoice date, while others must pay before delivery unless otherwise agreed in writing.
10. Pricing and Currency
10.1. Prices are subject to foreign exchange fluctuations and changes in manufacturing pricing. All UK prices are in GBP £, and European prices are in Euro.
11. Support Services
11.1. If the client selects the support services fixed option as detailed in the appendix, the contractor will strive to achieve the stipulated time per workstation per month as per the appendix, with additional charges as indicated therein.
12. Consultation and Advice
12.1. Except for product promotion and the services outlined in the appendix, consultations and advice are charged at rates specified in the appendix or as agreed in writing.
13. After-Hours Support
13.1. After-hours support on business days and non-business days (Saturdays, Sundays, and public holidays) will be billed at twice the stipulated rates.
14. Travel and Call-Out Fees
14.1. Travel time and call-out fees are charged at the rates specified in the appendix.
15. Collection of Equipment
15.1. The client acknowledges the charges applicable, as per the appendix, when the equipment is collected by the company instead of being delivered by the client. This includes Uber charges and engineer charges, where applicable.
16. VAT
16.1. Unless stipulated otherwise in writing, all charges are exclusive of VAT.
17. Escalation Clause
17.1. Unless otherwise agreed in writing, all charges, including retainer charges and hourly rates, will escalate at a rate of CPI% per annum, with the first escalation one year from the date of signing. Hardware and software will be sold as per the accepted quote, with prices as stipulated in the quote.
18. Consumer Protection
18.1. In cases where goods (hardware) were compliant with the Consumer Protection Act at the time of sale, any defects will be considered to have arisen through consumer use. In such cases, all costs of repair or replacement are the responsibility of the consumer, with repairs charged at the hourly rate specified in the appendix.
19. Warranty Disclaimer
19.1. In circumstances where the Consumer Protection Act does not apply, goods are sold and services are rendered on an “as-is” basis, without any warranty or representation, including for patent and latent defects.
20. Suitability of Goods
20.1. The supplier does not warrant that the goods supplied are suitable for the client’s intended purposes, whether known to the supplier or not. The client confirms and warrants that it has not specified any particular purpose for which the goods are acquired.
21. Limitation of Liability
21.1. The supplier’s liability is limited, and it is not liable for any consequential or special loss suffered by the buyer as a result of this agreement or its implementation, including late delivery or product defects.
21.2. The client acknowledges that any breach of this warranty constitutes criminal conduct in the form of fraud.
22. Loan Equipment
22.1. The service contractor is not obligated to provide loan equipment or other goods to the client under any circumstances.
23. Independent Contractor
23.1. The service contractor operates as an independent contractor, and this agreement does not establish any other legal relationship between the parties, including partnership, agency, employment, or otherwise.
24. Intellectual Property Ownership
24.1. Each party retains ownership of its own intellectual property.
24.2. In cases where one party gains access to the other’s intellectual property, such information will be kept confidential and not disclosed to third parties, except as required by court order or for the execution of this agreement.
25. Non-Solicitation
25.1. Neither the service contractor nor the client may employ or utilize the staff or employees of the other party in any capacity for the duration of this contract and for 12 months after termination without written agreement.
26. Ownership of Goods
26.1. Ownership of all computer apparatus and other goods sold by the service contractor remains with the service contractor until full payment of the purchase price is received. If the customer cannot pay for the service, hosting, or consultancy, hosted equipment may be sold to recover costs.
27. Term and Termination
27.1. For retainer agreements, this agreement begins upon signature and continues indefinitely, unless otherwise stipulated in the header or agreed in writing. Either party may terminate with three calendar months’ written notice.
27.2. Cancellation for convenience incurs a 12-month contract payment.
27.3. There is an optional break clause for either party following a 90-day review after the contract commencement date.
28. Unavoidable Delays
28.1. The service contractor is not obligated to perform in the event of unavoidable delays, including Acts of God, provided that timely notice is given.
29. Time of the Essence
29.1. Generally, time is not considered of the essence for the performance of the service contractor.
30. Default and Credit Reporting
30.1. In case of default by the client, the service contractor may report the client as a bad payer to credit bureaus or other credit institutions. The client is liable for legal costs incurred by the service provider in pursuing its claims, on the scale as between attorney and client.
31. Risk and Delivery
31.1. Risk for equipment sold passes to the client upon delivery.
32. Address for Correspondence
32.1. The client designates the address set out in the header as its address for correspondence.
33. Jurisdiction
33.1. The parties consent to the jurisdiction of the United Kingdom and/or the Bailiwick of Jersey.
34. Entire Agreement
34.1. This document, comprising these terms and conditions, the header, and the appendix, constitutes the entire agreement between the parties. Any variations, novations, cancellations, or waivers require written and signed confirmation by both parties.
35. No Waiver
35.1. No indulgence or relaxation on the part of the service contractor will constitute a waiver of rights.
36. Data Backup
36.1. The client warrants the creation and maintenance of a restorable backup of the entire platform before the contractor accesses the client’s systems.
37. Authorization for Access
37.1. The client warrants that the contractor is granted access only to systems owned by the client and for which the client has the authority to grant access.
38. Limitation of Claims
38.1. Under no circumstances will the client make claims against the contractor or the company exceeding the invoiced amount.
39. Data Privacy
39.1. The client guarantees the lawful sharing of personal data with the contractor, the company, and its associates during the delivery of the subscribed service, in compliance with GDPR, UK Data Privacy Regulation, and DPJL 2018.
40. Payment Guarantee
40.1. The individual(s) signing this document on behalf of the customer guarantee payment of all sums due to the service provider as per this agreement, with payment not exceeding 30 days. Any overdue funds will incur a 5% monthly interest rate.
41. Limitation of Damages
41.1. By signing this agreement or quote, the customer agrees not to claim damages exceeding the value of this contract.
42. Exclusions
42.1. Anything not explicitly included in this agreement is explicitly excluded.
43. Contract Handover
43.1. At contract end, Enhalo agrees to conduct a 2-4 hour handover to the new party or representative.
These terms and conditions constitute a binding agreement between the parties. By signing below or “Accepting” digital quote, the parties acknowledge their acceptance of these terms and conditions.