These terms and conditions apply to the sale of Cultrix services and products where a more specific contract (such as our Master Services Agreement - IT) does not apply.
They are intended for straightforward purchases and smaller engagements, not for managed IT contracts or long-term service agreements.
1. Orders and acceptance
An order is placed when you ask us to supply a product or service and we confirm that we are able to do so, for example by email, proposal acceptance or invoice. We may decline an order at our discretion, for example where we believe the work is not a good fit or we do not have capacity.
2. Pricing and quotes
Prices will be set out in our quote, proposal or invoice. Unless stated otherwise:
- prices are exclusive of VAT; and
- quotes are valid for 30 days from the date issued.
We may adjust prices if our costs change significantly (for example due to supplier price rises), but we will always explain changes clearly before they take effect.
3. Payment terms
Unless agreed otherwise in writing, payment is due within 30 days of the invoice date. We may suspend or delay further work where invoices remain unpaid after the due date.
For certain products or one-off projects we may require payment in advance or staged payments. This will be set out in the relevant quote or invoice.
4. Delivery of services and products
We will deliver services and products with reasonable skill and care, using appropriately qualified staff. Any timescales we provide are estimates, not guarantees, but we will keep you informed if things change.
5. Changes and additional work
If you ask us to carry out work that is outside the scope of an agreed quote or order, we will either:
- provide a revised quote; or
- agree a reasonable hourly or daily rate with you.
We will not charge for additional work without discussing it with you first.
6. Cancellation
If you need to cancel or postpone work, please let us know as soon as possible. For:
- one-off consultancy or project work, we may charge for time already spent and any non-refundable costs we have incurred;
- ongoing services, any minimum term, notice period or specific cancellation terms will be set out in the relevant service description or contract.
7. Your responsibilities
You agree to:
- provide us with the information and access we reasonably need to deliver the work;
- ensure that any content, data or instructions you provide do not infringe the rights of others;
- comply with any relevant laws or regulations that apply to your use of our services.
8. Our liability
We do not exclude or limit our liability where it would be unlawful to do so (for example for death or personal injury caused by our negligence, or for fraud).
Subject to that:
- we are not liable for any loss of profit, loss of revenue, loss of data or any indirect or consequential loss; and
- our total liability for all claims arising out of a particular order is limited to the total amount paid or payable by you for that order.
9. Intellectual property
Unless we agree otherwise in writing:
- you retain ownership of your existing intellectual property and data; and
- we retain ownership of our tools, templates, processes and underlying know-how.
Where we create specific deliverables for you (for example documentation or configuration), you receive a licence to use those deliverables for your internal business purposes.
10. Events beyond our control
We are not responsible for delays or failure to perform where this is caused by events beyond our reasonable control, such as power failures, internet outages, industrial action, natural disasters or failures of third-party platforms.
11. Governing law
These terms are governed by the laws of England and Wales, and any disputes will be subject to the exclusive jurisdiction of the courts of England and Wales.