Terms of service

Terms & Conditions of Sale

1. Definitions and Interpretation

1.1 In these Terms, the following definitions apply:

"Agreement" represents any contract between Servercare and the Customer for the sale and/or provision of Products as per these Terms, which includes an Order Confirmation, these Terms, and any relevant Special Terms.

"Business Day" means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

"Confidential Information" means all confidential information (however recorded or preserved) disclosed by a party or its employees, officers, representatives or advisers to the other party and that party's representatives, including but not limited to the terms of this Agreement, business affairs, customers, clients, suppliers, plans, intentions, or market opportunities.

"Customer" refers to the entity placing the order.

"Data Protection Legislation" means all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

"Force Majeure Event" means any circumstance not within a party's reasonable control including, without limitation: acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination or sonic boom; any law or any action taken by a government or public authority; collapse of buildings, fire, explosion or accident; and interruption or failure of utility service.

"Intellectual Property Rights" means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights.

"Order Confirmation" is Servercare's written agreement of an order, endorsed by a certified representative of Servercare, in the form of an order confirmation, whether conveyed to the Customer via email or other means.

"Products" denotes goods (including laptops, servers, desktops, and related hardware) or services as specified in the Agreement to be provided to the Customer by Servercare.

"Special Terms" represent all explicit terms concerning the sale or provision of Products to the Customer (including, but not confined to, descriptions, costs, and stipulated locations and delivery dates) present in or referenced in the Order Confirmation.

"Terms" denotes these sale and supply conditions.

1.2 A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

2. Application of These Terms

2.1 These Terms are integral to and are considered part of any Order Confirmation as if explicitly outlined therein unless Servercare and the Customer sign a distinct written accord concerning such Order Confirmation or the Products described therein.

2.2 No alternate terms or conditions (including, unequivocally, any terms or conditions delivered by the Customer to Servercare at any juncture, whether prior or subsequent to these Terms being made available to the Customer) will pertain to any Order Confirmation or any Products described therein, barring what's explicitly provided in these Terms.

2.3 In case of any discrepancy between these Standard Terms and the Special Terms, these Standard Terms will take precedence unless expressly and explicitly modified by the Special Terms.

2.4 When Servercare presents or otherwise informs the Customer of any third-party or other Product-specific terms applicable to certain Products (including software end-user licence agreements), the Customer must consistently adhere to such terms; and safeguard Servercare, ensuring Servercare remains protected against all actions, claims, and processes, and all losses, charges, damages, and costs suffered or incurred by Servercare or any of its affiliates due to or related to the Customer's non-compliance with said terms.

3. Quotations and Pricing

3.1 Any price estimate provided by Servercare hinges on Servercare securing satisfactory credit and payment references concerning the Customer. Unless otherwise specified, an estimate remains valid for 14 days, after which it expires and is no longer binding on Servercare. Every estimate is open to correction by Servercare for any mistakes or oversights.

3.2 The Customer understands that as a distributor, the costs and charges Servercare incurs for the provision of the Products can fluctuate. Therefore, any confirmed purchase orders billed periodically will be charged based on the prevailing price on the invoice date. Any variations in the charges outlined in the estimate will only mirror an increment or decrement in direct expenses for Servercare in delivering the Products. All other validated purchase orders will be charged based on the price when Servercare acknowledges the order.

3.3 Unless specified by Servercare in the estimate or Order Confirmation, prices do not include VAT but cover all delivery costs (including, but not restricted to, shipping, packaging, and transit insurance expenses).

4. Delivery

4.1 Servercare will provide Products to the Customer in line with the applicable Agreement.

4.2 The delivery of any items included in the Products is considered complete when the items are handed over by or on behalf of Servercare, or when the Customer or an entity contracted by the Customer for transportation physically acquires the items. The risk of loss or damage to these items transfers to the Customer upon delivery. Despite the above, the risk of loss or damage to items returned to Servercare for the purpose of product delivery remains with the Customer at all times.

4.3 Any delivery date specified by Servercare for any Product is an estimation. Servercare shall use reasonable endeavours to meet any specified delivery dates, but such dates shall be estimates only and time shall not be of the essence for delivery of the Products. Servercare shall not be liable for any delay in delivery of the Products that is caused by a Force Majeure Event or the Customer's failure to provide Servercare with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.

4.4 Servercare reserves the right to choose any method of transportation for product delivery and can dispatch the Products in multiple batches.

5. Storage

5.1 Should Servercare not receive adequate instructions from the Customer to dispatch any Products within 7 days after informing the Customer that the Products are set for dispatch, Servercare has the discretion to organize storage for the Products, either at its facility or another location, on behalf of the Customer. All expenses for storage, insurance, transportation, and demurrage (including Servercare's storage fees and related costs) will be borne by the Customer.

6. Cancellation of Orders

6.1 If the Customer cancels all or part of an order less than 72 hours before the anticipated delivery date, and if Servercare requires, the Customer must pay Servercare a cancellation fee equivalent to 25% of the order's value, subject to a minimum fee of £25. The parties confirm that this sum represents a genuine pre-estimate of Servercare's loss in respect of administration, restocking, and lost opportunity costs.

6.2 Orders for Products custom-made or specifically configured for the Customer cannot be cancelled.

7. Returns

7.1 The Customer may return non-defective goods under the following conditions: (a) Servercare has provided prior written consent; (b) the return request is made within 14 days of receiving the associated Products; (c) the products are appropriately packed to maintain their condition during transport; and (d) the items are within the manufacturer's original packaging, remain in a sellable state, and any software packaging or seals remain intact. Should the Customer return any non-faulty Products, they must, at Servercare's discretion, pay a restocking fee of 25% of the order's value, subject to a minimum fee of £25. The parties confirm that this sum represents a genuine pre-estimate of Servercare's loss in respect of administration, testing, and restocking costs.

8. Payment and Title

8.1 All fees, charges, costs, and expenditures outlined in the respective Contract must be paid by the Customer to Servercare.

8.2 Except when otherwise agreed in writing, all amounts owed by the Customer to Servercare must be settled in UK pounds sterling upon order.

8.3 All payments under the Contract must be comprehensive, devoid of any set-off, limitation, condition, or counterclaim, and without any reductions or withholdings, except as mandated by law. If the law requires any such deduction or withholding, the Customer shall pay Servercare an additional sum to ensure Servercare receives the total amount it would have received had no such deduction or withholding been necessary.

8.4 Servercare may bill the Customer after the dispatch or provision of the Products. Servercare retains the right to invoice the Customer for Products delivered in portions, post the dispatch or provision of each segment.

8.5 Servercare can levy interest on any billed sum unpaid by the Customer on its due date. Interest will accrue daily from the due date to the actual payment date, at 4% annually above the Bank of England's base lending rate.

8.6 Within 14 days of receiving the invoice, the Customer must inform Servercare in writing of any discrepancies.

8.7 The credit limit of the Customer can be altered or revoked without advance notice.

8.8 Ownership of any goods provided to the Customer will only transfer upon full payment for those goods in cleared funds. As long as ownership of any Products remains with Servercare, the Customer should:

(a) keep such Products in a fiduciary capacity as Servercare's custodian;

(b) store these Products (at no expense to Servercare) to make them easily distinguishable as Servercare's property;

(c) avoid damaging, marking, or obscuring any identification label or packaging related to these Products;

(d) keep these Products in good condition and insure them at their full value on behalf of Servercare. Upon request, the Customer must present the insurance policy to Servercare; and hold the insurance proceeds in trust for Servercare without commingling them with other funds or depositing into an overdrawn account.

8.9 The Customer can resell the Products during regular business activities at their full market value, holding a portion of the sales proceeds equivalent to the amount they owe to Servercare in trust for Servercare.

8.10 The Customer's right to the Products will be immediately forfeited if they undergo any insolvency situations as noted in Condition 11.1(b).

9. Warranties

9.1 Servercare shall deliver any services to be delivered by Servercare and comprised within the Products with reasonable skill and care.

9.2 Any warranty offered by any Product manufacturer will be passed onto the Customer to the extent permitted by the terms of such warranty. Servercare's sole obligation under this Condition 9.2 shall be at its option to repair or replace (or procure the repair or replacement of) the Products or any part thereof to the extent provided for pursuant to the applicable manufacturer's warranty.

9.3 Servercare does not warrant that any Product purchased by the Customer is compatible with the Customer's own, or any third party, hardware or software. The Customer is advised to contact the manufacturers direct to ascertain compatibility of hardware and software.

9.4 Without prejudice to anything in this Condition 9, the Customer shall carefully inspect the Products on delivery and Servercare shall not be liable for the delivery of faulty Products unless written notice is given to Servercare within 14 days of the date upon which the Products were delivered or, in respect of latent defects not apparent on immediate inspection, within 14 days of the date upon which the defect was discovered.

9.5 Servercare reserves the right to require that all faulty Products be returned to Servercare. In that event Servercare shall pay the cost of carriage by normal means on returned Products and any repaired or replacement Products will be delivered free of charge by Servercare to (at Servercare's discretion) the location from which they were despatched by the Customer or such other location as Servercare may reasonably determine or the parties may agree.

9.6 Save as expressly set out in these Conditions, neither Party gives any representation or warranty (express or implied) in respect of the subject matter of any Contract. All warranties, conditions and other terms implied by statute or common law (save for conditions implied by section 12 of the Sale of Goods Act 1979 and section 2 of the Supply of Goods and Services Act 1982) are, to the fullest extent permitted by law, excluded from the Contract.

10. Limitation of Liability

10.1 Nothing in these Conditions shall exclude or limit the liability of any party for (i) death or personal injury resulting from the negligence of that party or its directors, officers, employees, contractors or agents; (ii) fraud and/or fraudulent misrepresentation by that party or its directors, officers, employees, contractors or agents; or (iii) any other losses to the extent they are not capable of being excluded or limited by applicable law.

10.2 Subject to Condition 10.1:

(a) Servercare's maximum aggregate liability for all claims arising under or in connection with any Contract, whether in contract or tort (including negligence), for misrepresentation, breach of any duty (including strict liability) or otherwise, shall be limited to a sum equal to the relevant Contract price; and

(b) Servercare shall not be liable to the Customer under any Contract, whether in contract or tort (including negligence), for misrepresentation, breach of any duty (including strict liability) or otherwise, for (i) any indirect or consequential loss or damage; or (ii) any loss of profits, revenue, sales, business, agreements, contracts or anticipated savings, any loss of, or damage to, goodwill, or any loss or corruption of data (in each case whether direct or indirect).

11. Termination

11.1 Without prejudice to any other rights to which it may be entitled under the Contract, Servercare may give notice in writing to the Customer terminating the Contract with immediate effect if:

(a) the Customer is in material breach of any of the terms of the Contract and such material breach has not, if capable of remedy, been remedied by the Customer to the reasonable satisfaction of Servercare within 30 days of being notified of the breach by Servercare; or

(b) any step is taken with a view to the winding-up, dissolution or re-organisation of the Customer (other than for the purpose of a solvent liquidation or re-organisation); any step is taken with a view to the appointment of an administrator, liquidator (other than in respect of a solvent liquidation), receiver, administrative receiver or manager in relation to the Customer or any of its assets; the holder of any security interest in relation to any of the assets of the Customer takes any step to enforce that security; any of the assets of the Customer are subject to attachment, sequestration, distress execution or any similar process; the Customer is or is deemed to be unable to pay its debts as they fall due, admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness; the value of the assets of the Customer is less than the amount of its liabilities, taking into account its contingent and prospective liabilities; any step is taken in relation to a composition, compromise, assignment or arrangement with any creditor of the Customer; any step is taken to obtain a moratorium in relation to the Customer or any of its indebtedness; or anything analogous to any of the foregoing occurs in any jurisdiction.

11.2 Termination or expiry of the Contract shall not affect any rights, liabilities or remedies arising under the Contract prior to such termination.

11.3 If Servercare terminates the Contract, the Customer shall pay immediately to Servercare:

(a) all amounts due in respect of Products provided on or prior to the date of termination; and

(b) all costs and expenses incurred or payable by Servercare in connection with such termination that would not have been incurred by Servercare but for such termination.

11.4 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

12. Compliance with Laws and Policies

12.1 Anti-Bribery and Corruption. The Customer shall comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010.

12.2 Modern Slavery. The Customer shall comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force including but not limited to the Modern Slavery Act 2015.

12.3 Export Controls. The Customer acknowledges that the Products may be subject to UK and international export control laws and regulations. The Customer shall comply with all such laws and regulations and shall not export, re-export, or transfer the Products in violation of such laws.

12.4 WEEE Compliance. Where applicable, the Customer shall be responsible for the financing of the costs of collection, treatment, recovery and environmentally sound disposal of the Products in accordance with the Waste Electrical and Electronic Equipment Regulations 2013 (as amended).

13. Data Protection

13.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 13 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

13.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the controller and Servercare is the processor in respect of any personal data processed in connection with the provision of the Products.

14. Confidentiality

14.1 Each party undertakes that it shall not at any time disclose to any person any Confidential Information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by Clause 14.2.

14.2 Each party may disclose the other party's Confidential Information:

(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Agreement; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

15. Intellectual Property

15.1 All Intellectual Property Rights in or arising out of or in connection with the Products (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by Servercare or its licensors.

15.2 The Customer acknowledges that, in respect of any third party Intellectual Property Rights in the Products (including software), the Customer's use of any such Intellectual Property Rights is conditional on Servercare obtaining a written licence from the relevant licensor on such terms as will entitle Servercare to license such rights to the Customer.

16. Force Majeure

16.1 Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from a Force Majeure Event.

16.2 If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate this Agreement by giving 7 days' written notice to the affected party.

17. Assignment and Subcontracting

17.1 The Customer may not assign, novate or otherwise transfer or dispose of, or create any trust in relation to, any or all of its rights and obligations under a Contract without the prior written consent of Servercare.

17.2 Servercare may without the consent of the Customer sub-contract or delegate the performance of any of its obligations under the Contract, provided that Servercare shall be liable to the Customer in respect of all acts or omissions of any Sub-Contractors for and to the extent to which, if such acts or omissions were of Servercare, Servercare would be liable to the Customer.

18. Notices

18.1 All notices which are required to be given under the Contract will be in writing and in the English language. Email shall be permitted for the giving of a notice.

18.2 Any such notice sent to Servercare shall be sent to the following address or number:

Address: Unit 1, The E-Centre, Easthampstead Rd, Bracknell, Berkshire, RG12 1NF
For the attention of: Company Secretary
Email: notices@servercare.com

18.3 Any such notice sent to Customer shall be sent to their principal place of business or the email address provided in the Order Confirmation.

18.4 All such notices shall, in the absence of earlier receipt, be deemed to have been duly given as follows:

(a) if delivered personally, upon obtaining signature of receipt of delivery;

(b) if sent by first class post, 2 working days after the date of posting; and

(c) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume.

19. Waiver and Severance

19.1 No delay or omission by either party in exercising any right, power or remedy provided by law or under the Contract shall affect that right, power or remedy, operate as a waiver of it or operate as an affirmation of the Contract.

19.2 The single or partial exercise of any right, power or remedy provided by law or under the Contract shall not unless otherwise expressly stated preclude any other or further exercise of it or the exercise of any other right, power or remedy.

19.3 The rights, powers and remedies provided in the Contract are cumulative and not exclusive of any rights, powers and remedies provided by law.

19.4 If any provision, or any part thereof, of the Contract is or shall be declared or become unenforceable, invalid or illegal for any reason whatsoever, the other terms and provisions of the Contract shall remain in full force and effect.

20. Non-Solicitation

20.1 Neither party shall directly or indirectly solicit or entice away (or attempt to solicit or entice away) from the employment or engagement of the other party, or any member of the other party's group, any person employed or engaged by the other party, or any member of the other party's group, in connection with the supply or receipt of the Products, other than by means of a public advertising campaign.

21. Interpretation

21.1 Headings in these Conditions are for convenience only and do not affect the interpretation of these Conditions.

22. Entire Agreement and Variation

22.1 The Contract constitutes the whole and only agreement between the parties relating to its subject matter and supersedes and excludes all prior agreements or arrangements in that regard made between them.

22.2 Except in the case of fraudulent misrepresentation, each party acknowledges that in entering into the Contract it is not relying upon any pre-contractual statement which is not set out in the Contract and no party shall have any right of action against any other party to the Contract arising out of or in connection with any pre-contractual statement except to the extent that it is repeated in the Contract.

22.3 Except as otherwise permitted by the Contract, no change to its terms will be effective unless it is in writing and signed by persons authorised on behalf of both parties.

23. Third Party Rights

23.1 A person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

24. Governing Law and Jurisdiction

24.1 Each Contract shall be governed by and shall be construed in accordance with the laws of England and Wales. Any matter, claim or dispute arising out of or in connection with the Contract, whether contractual or non-contractual, is to be governed by and determined in accordance with the laws of England and Wales.

24.2 If a dispute arises out of or in connection with this Agreement or the performance, validity or enforceability of it, then the parties shall follow the procedure set out in this clause:

(a) either party shall give to the other written notice of the dispute, setting out its nature and full particulars, together with relevant supporting documents. On service of the notice, the representatives of the parties shall attempt in good faith to resolve the dispute;

(b) if the representatives are for any reason unable to resolve the dispute within 30 days of service of the notice, the dispute shall be referred to the senior management of the parties who shall attempt in good faith to resolve it.

24.3 If the dispute is not resolved within 60 days of the notice, each party irrevocably submits and agrees to submit to the exclusive jurisdiction of the courts of England and Wales and agrees that any proceeding, suit or action arising out of or in connection with any Contract shall be brought in those courts.