Terms and Conditions

Application and entire agreement

These Terms and Conditions apply to the provision of the services detailed in our quotation (Services) by CencomIT Powered by Cloud Central Convergence a company registered in England and Wales under number 04543396. CencomIT whose registered office is at Badger Farm Business Park, Willowpit Lane, Hilton, Derby DE65 5FN we or us Service Provider) to the person buying the services you or Customer). You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions, and our quotation (the contract) are the entire agreement between us. You acknowledge that you have not relied on any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

Interpretation

A “business day” means any day other than a Saturday. Sunday or bank holiday in England and Wales. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation. Words imparting the singular number shall include the plural and vice-versa.

Services

We warrant we will use reasonable care and skill in our performance of the Services which will comply with the quotation, including any specification in all material respect. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement and we will notify you if this is necessary. We will use our reasonable endeavors to complete the performance of the Services within the time agreed or as set out in the quotation however, time shall not be of the essence in the performance of our obligation. All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.

Your obligations

You must obtain any permissions, consents, licenses or otherwise that we need. You must give us access to all relevant information, materials, properties and any other matters which we need to provide the Services. If you do not comply with clause 10. we can terminate the Services.

We are not liable for any delay or failure to provide the Services if this is caused by failure to comply with the provisions of this section (Your obligations).

Fees and Deposit

The fees (Fees) for the Services are set out in the quotation and are on a time and material basis.

In addition to the Fees, we can recover from you a) Reasonable incidental expenses, but not limited to travelling expenses, hotel costs, subsistence and any associated expenses, b) the cost of the services provided by third parties and required by us for the performance of the Services, and c) the cost of any materials required for the provision of the Services.

You must pay us for any additional services provided by us that are not specified in the quotation in accordance with our then-current, applicable hourly rate in effect at the time performance or such other rate as may be agreed between us. The provisions of clause 14 also apply to these additional services.

The Fees are exclusive of any applicable VAT and other taxes or levies which are imposed if charged by any competent authority.

You must pay a deposit (“Deposit”) as detailed in the quotation at the time of accepting the quotation.

If you do not pay the Deposit to us according to the clause above, we can either withhold provision of the Services until the Deposit is received or can terminate under the clause below (Termination).

The Deposit is non-refundable unless we fail to provide the Services and are a fault for such failure (where the failure is not our fault, no refund will be made).

Cancellation and amendment

We can withdraw, cancel, or amend a quotation if it has been accepted by you, or if the Services have not started, within a period of 30 days from the date of the quotation, (unless the quotation has been withdrawn).

Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.

If you want to amend any details of the Services, you must tell us in writing as soon as possible. We will use reasonable endeavors to make any required changes and additional costs will be included in the Fees and invoiced to you.

If, due to circumstances beyond our control, including those set out in the clause below. (Circumstances beyond a party’s control), we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavors to keep any such changes to a minimum.

Payment

We will invoice you for payment of the Fees either:

When we have completed the Services; or On the invoice dates set out in the quotation.

You must pay the Fees due within 30 days of the date of our invoice or otherwise in accordance with any credit terms agreed between us.

Time for payment shall be of the essence of the Contract.

Without limiting any other right or remedy we have for statutory interest, if you don’t pay within the period set out above, we will charge you interest at the rate 5% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received is full.

All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.

If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with you.

Receipts for payment will be issued by us only at your request.

All payment must be made in ______ unless otherwise agreed in writing between us.

Sub-Contracting and assignment

32. We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.

33. You must not without our prior written consent, assign, transfer, charge, subcontract, or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.

Termination

34. We can terminate the provision of the Services immediately if you:

a) commit a material breach of your obligations under these Terms and Conditions; or

b) fail to make pay any amount due under the Contract in the due date for payment; or

c) are or become or, in our reasonable opinion are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of the insolvent debtor; or

d). enter a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or

e) convene any meeting of your creditors, enter into voluntary compulsory liquidation, have a receiver-manager administrator or administrative receiver appointed in respect if your assets or undertaking or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, a notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed, or petition presented to any court for your winding-up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.

Intellectual Property

35. We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.

Liability and indemnity

36. Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this section.

37. The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.

38. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:

a. any indirect, specific or consequential loss, damage, cost, or expenses or;

b. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or other third-party claims, or;

c. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or;

d. any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or

e. any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.

39. You must indemnify us against all damages, costs, claims, and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by your agents or employees.

40. Nothing in these Terms and Conditions shall limit or exclude our liability of death or personal injuries caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to excluded or limit liability.