Terms & Conditions

Please read these terms carefully. By using our website, requesting a quotation, placing an order, or entering into a contract for services with Microtech, you agree to be bound by these Terms and Conditions. Where a separate written Managed Services Agreement has been signed between you and Microtech, the terms of that agreement take precedence over these Terms and Conditions to the extent of any conflict.

1. About Us

These Terms and Conditions govern the supply of goods and services by Microtech Digital Services One Ltd, trading as Microtech, a company registered in England and Wales under company number 16016245.

Registered and trading address: Universe House, 1 Merus Court, Meridian Business Park, Leicester, Leicestershire, LE19 1RJ.

Website: www.microtechdigital.net

2. Definitions

In these Terms and Conditions:

“Business Day” means any day other than a Saturday, Sunday, or bank holiday in England and Wales, during the hours of 09:00 to 17:00.

“Contract” means the contract for the purchase and supply of Goods and/or Services formed under these Terms and Conditions, incorporating any quotation, order confirmation, or separate written agreement.

“Contract Price” means the price stated in the Contract, quotation, or order confirmation payable for the Goods and/or Services.

“Customer” means the business or person who accepts a quotation from, or places an order with, the Supplier for Goods and/or Services.

“Goods” means any hardware, equipment, or other physical products which the Supplier supplies or procures on the Customer’s behalf.

“Managed Services Agreement” means a separate written agreement between the Supplier and the Customer governing the ongoing provision of managed IT services on a subscription basis.

“Personal Data” has the meaning given in the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

“Services” means the IT services, support, consultancy, or managed services provided by the Supplier as described in the relevant quotation, order confirmation, or Service Schedule.

“Supplier” means Microtech Digital Services One Ltd (company number 16016245), and includes all employees, agents, and approved subcontractors acting on its behalf.

“UK GDPR” means the UK General Data Protection Regulation, as retained in UK law under the European Union (Withdrawal) Act 2018 and supplemented by the Data Protection Act 2018.

“Writing” includes email and other electronic communications as well as written correspondence.

References to statutes include any amendment or re-enactment in force at the relevant time. Headings are for convenience only. Words importing the singular include the plural and vice versa.

3. Use of Our Website

3.1 Access to and use of our website at www.microtechdigital.net is subject to these Terms and Conditions and our Privacy Notice. By accessing or using the website you agree to be bound by them.

3.2 The content on our website is provided for general information only. Whilst we take reasonable care to ensure accuracy, we make no warranties that the content is current, complete, or free from errors. We reserve the right to change or remove content at any time without notice.

3.3 You must not use our website: in any way that breaches any applicable law or regulation; to send unsolicited communications; to attempt unauthorised access to any part of our systems; to introduce viruses or other harmful material; or in any way that is fraudulent or harmful to others.

3.4 We are not responsible for the content of any third-party websites linked from our website. Links are provided for convenience only and do not imply endorsement.

3.5 All intellectual property rights in our website and its content belong to us or our licensors. You may not copy, reproduce, or distribute any content without our prior written permission, except as permitted by law.

3.6 Our website uses cookies. For details of the cookies we use and how to manage your preferences, please see our Privacy Notice at www.microtechdigital.net.

4. Basis of Supply

4.1 Our employees and agents are not authorised to make representations concerning Goods or Services unless confirmed in writing by an authorised representative. In entering into any Contract, the Customer acknowledges it has not relied on any representation not set out in writing. This clause is subject to section 3 of the Misrepresentation Act 1967 and does not exclude liability for fraudulent misrepresentation.

4.2 These Terms and Conditions apply to all contracts for the supply of Goods and Services by the Supplier, to the exclusion of any other terms the Customer may seek to impose. No variation is binding unless agreed in writing by an authorised representative of the Supplier.

4.3 Sales literature, price lists, and other marketing materials are indicative only and do not constitute offers capable of acceptance. No Contract is binding on the Supplier until the Supplier has issued a written quotation or order confirmation, or has delivered the Goods, provided the Services, or issued an invoice — whichever occurs first.

4.4 Any typographical, clerical, or other accidental error in any document we issue may be corrected without liability on our part.

If you have entered into a separate Managed Services Agreement with us, that agreement governs your ongoing subscription services and takes precedence over these Terms and Conditions in the event of any conflict.

5. Goods

5.1 No order is accepted unless confirmed in writing by an authorised representative. We reserve the right to decline any order without explanation.

5.2 The specification for Goods will be as set out in our quotation or sales documentation. Catalogues, brochures, photographs, and descriptions are for guidance only and are not binding.

5.3 We reserve the right to make changes to the specification of Goods where required by applicable safety, statutory, or regulatory requirements, or where such changes do not materially affect quality or performance.

5.4 No accepted order may be cancelled by the Customer except with our prior written agreement. Where cancellation is agreed, the Customer shall reimburse all reasonable costs, losses, and expenses incurred as a result, including any restocking or cancellation charges imposed by the manufacturer or distributor.

5.5 Where we procure Goods on the Customer’s behalf, we act as principal (purchasing and reselling). Manufacturer warranties are passed through to the Customer. We make no additional warranty beyond those provided by the manufacturer and will provide reasonable assistance in pursuing manufacturer warranty claims.

5.6 To the fullest extent permitted by law, all implied warranties relating to the supply of Goods (including those implied by the Sale of Goods Act 1979 as to satisfactory quality and fitness for purpose) are excluded in relation to business customers. Where such implied terms cannot lawfully be excluded, our liability shall be limited to repair, replacement, or refund at our option, and shall in any event be subject to the liability cap in Clause 13.

6. Services

6.1 We shall provide the Services described in the applicable quotation or Service Schedule with effect from the agreed commencement date, in consideration of payment in accordance with Clauses 7 and 8.

6.2 We will perform Services with reasonable care and skill and in accordance with generally accepted professional standards applicable to managed IT service providers in the United Kingdom.

6.3 Time is not of the essence in respect of the performance of Services unless expressly agreed in writing. We shall use reasonable endeavours to meet any agreed timescales.

6.4 The effective delivery of Services depends on the Customer’s reasonable cooperation, including providing accurate information, granting timely access to systems and personnel, and maintaining appropriate internet connectivity — which the Customer is solely responsible for procuring. We shall not be liable for service failures caused by the Customer’s failure to cooperate.

6.5 We are not an internet service provider and do not supply, manage, or take responsibility for the Customer’s internet connectivity or broadband services.

7. Pricing

7.1 Prices are as set out in our current quotation or price list at the date of order acceptance, or as otherwise agreed in writing. Where a price has been specifically quoted, it is valid for 7 days unless stated otherwise.

7.2 All prices are exclusive of VAT. VAT will be applied at the prevailing rate and is payable by the Customer in addition to the stated price.

7.3 We reserve the right to adjust the price of Goods and/or Services before delivery or provision to reflect any increase in costs beyond our reasonable control, including changes in third-party licensing or supplier pricing, currency fluctuations, or alteration of duties. We will provide written notice of any price adjustment before it takes effect.

7.4 Pricing for ongoing managed services is governed by the applicable Managed Services Agreement, which contains specific provisions regarding pricing, price adjustments, and the Customer’s right to exit in response to any increase.

8. Payment

8.1 Unless otherwise agreed in writing, we will invoice the Customer on or after delivery of Goods and/or provision of Services. Payment is due within 30 days of the invoice date.

8.2 Time for payment is of the essence. Payment must be made in full without deduction, credit, or set-off, except where we have expressly agreed in writing that an amount is due and payable to the Customer (such as an issued credit note), or where required by a final judgment of a court of competent jurisdiction.

8.3 If any invoice is not paid by its due date, we reserve the right to:

1. suspend further delivery of Goods or provision of Services until payment is received;
2. charge interest on the outstanding amount at the rate of 8% per annum above the Bank of England base rate from time to time, calculated daily from the due date until the date of actual payment, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998; and
3. recover reasonable debt recovery costs incurred in collecting the overdue amount.

8.4 If we are not satisfied as to the Customer’s creditworthiness at any time, we may require payment in advance or demand security before providing further Goods or Services.

9. Delivery and Performance

9.1 Delivery of Goods will be made to the address specified in the Contract or, if no address is specified, by the Customer collecting the Goods from our premises on reasonable notice. Delivery dates are approximate only and time is not of the essence unless expressly agreed in writing.

9.2 If the Customer fails to take delivery of Goods, or fails to provide necessary instructions or authorisations on the agreed delivery date, we may store the Goods at the Customer’s cost and risk will pass to the Customer from the date of failure to take delivery.

9.3 If we fail to deliver Goods or provide Services by the agreed date for reasons within our control, and the Customer gives written notice within 7 Business Days, we will either deliver within a further 7 Business Days or the Customer may cancel the order. In such circumstances, our liability is limited to the difference (if any) between the Contract Price and the cost of obtaining equivalent goods or services from an alternative supplier in the cheapest available market.

10. Defective Goods

10.1 If Goods are defective on delivery, the Customer must either refuse delivery or, if delivery is signed as “condition and contents unknown”, notify us in writing within 7 Business Days of delivery. On receipt of valid notification, we will at our option either replace the defective Goods within 30 Business Days or refund the price paid. No further liability arises beyond this.

10.2 Goods may not be returned without our prior written agreement. Goods returned which were supplied subject to latent defects not apparent on reasonable inspection may be replaced free of charge or credited, at our sole discretion.

10.3 No liability arises for defects resulting from: fair wear and tear; wilful damage; failure to follow our or the manufacturer’s instructions; misuse; or modification of the Goods without prior written consent.

11. Retention of Title

11.1 Risk of damage to or loss of Goods passes to the Customer on delivery. However, legal and beneficial title in the Goods does not pass until we have received payment in full for those Goods and all other amounts owed to us by the Customer.

11.2 Until title passes, the Customer holds the Goods as bailee for us and must store them separately, keep them identifiable as our property, and insure them against all reasonable risks. The Customer must not pledge or charge the Goods as security for any debt.

11.3 We may repossess Goods in which title is retained at any time. The Customer irrevocably authorises us to enter its premises during normal business hours for this purpose. The Customer’s right to possession terminates immediately on any insolvency event or material breach.

12. Intellectual Property

12.1 All intellectual property rights in tools, scripts, automation workflows, dashboards, custom integrations, configurations, and any other materials or deliverables created by us vest in and remain the exclusive property of Microtech or our licensors.

12.2 Subject to payment of all applicable fees, the Customer receives a non-exclusive, non-transferable licence to use any materials or deliverables created specifically for them, solely for their own internal business purposes during the term of the Contract. This licence terminates automatically on expiry or termination of the Contract.

12.3 The Customer’s data, business information, documents, and materials remain the property of the Customer at all times. We are granted a licence to access and use such materials solely to the extent necessary to provide the Services.

12.4 We will indemnify the Customer against third-party claims alleging that the Customer’s use of our services or tooling (in accordance with the Contract) infringes any third party’s intellectual property rights, subject to: the Customer notifying us promptly of any such claim; granting us sole control of the defence; and not making any admission without our prior written consent. This indemnity is subject to the liability cap in Clause 13.

12.5 Neither party may use the other’s name, logo, or trademarks in any external communications or marketing without prior written consent, except that we may reference the Customer as a client in general terms unless the Customer objects in writing.

13. Limitation of Liability

13.1 Nothing in these Terms and Conditions limits or excludes our liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or any other matter that cannot be excluded or limited by law.

13.2 Subject to Clause 13.1, we are not liable for:

1. loss of revenue, profit, or anticipated savings;
2. loss of business, contracts, or goodwill;
3. loss or corruption of data (except where caused by our negligence in the performance of services expressly contracted to protect, back up, or secure that data); or
4. any indirect, special, or consequential loss or damage;

in each case whether or not we had been advised of the possibility of such losses.

13.3 Subject to Clauses 13.1 and 13.2, our total aggregate liability to the Customer in connection with any Contract, however arising, shall not exceed the total fees paid or payable by the Customer to us in the 12-month period immediately preceding the event giving rise to the claim (or, where the Contract has been in force for less than 12 months, the total fees paid from commencement).

13.4 We are not liable for failures or deficiencies caused by: the Customer’s own actions or omissions; failure of hardware, software, or services not supplied or managed by us; failure of the Customer’s internet connectivity; unauthorised modifications to the Customer’s systems; or the Customer’s failure to implement recommended security updates within a reasonable timeframe.

13.5 The Customer shall indemnify us against all reasonable costs, losses, and expenses arising from any third-party claim resulting from the Customer’s breach of these Terms and Conditions or misuse of the Services. This indemnity does not extend to regulatory fines or enforcement action arising from our own data protection failures.

13.6 Where a Customer consists of two or more persons, all obligations of the Customer are joint and several obligations of all such persons.

14. Confidentiality

14.1 Each party agrees that, during the term of any Contract and for 3 years after its termination, it will keep confidential all confidential information received from the other party, and will not disclose it to any third party or use it for any purpose other than as required to perform its obligations under the Contract.

14.2 Confidentiality obligations apply without time limit to: system credentials, passwords, API keys, and authentication information; and any information constituting a trade secret under applicable law.

14.3 Confidential information may be disclosed to employees, subcontractors, or professional advisers who need to know it in connection with the Contract (provided they are subject to equivalent confidentiality obligations), or to any regulatory or governmental authority as required by law.

14.4 Confidentiality obligations do not apply to information that is, or becomes, publicly available through no fault of the receiving party.

14.5 On termination of any Contract, each party will promptly return or securely destroy all documents and materials containing the other party’s confidential information, except where retention is required by law.

15. Data Protection

15.1 Both parties shall comply with all applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR) as retained under the Data Protection Act 2018, and any successor legislation.

15.2 Where we process personal data on behalf of the Customer as a data processor, we will do so only on the Customer’s documented instructions, implement appropriate technical and organisational security measures, and comply with all applicable obligations under Article 28 of the UK GDPR. Full details are set out in any applicable Managed Services Agreement or Data Processing Agreement between the parties.

15.3 Where we process personal data relating to the Customer’s personnel solely for contract management, invoicing, and communications, we act as an independent data controller and process such data in accordance with our Privacy Notice.

15.4 Full details of how we collect, use, store, and share personal data — including your rights as a data subject and how to exercise them; are set out in our Privacy Notice, available at www.microtechdigital.net.

16. Termination

16.1 Unless a longer term is specified in a separate written agreement, either party may terminate a Contract by giving not less than 3 calendar months’ written notice, such notice not to expire before the end of any minimum term specified in the Contract.

16.2 Either party may terminate a Contract with immediate effect by giving written notice if:

1. the other party commits a material breach and, if capable of remedy, fails to remedy it within 14 Business Days of written notice requiring remedy;
2. any undisputed invoice remains unpaid more than 7 Business Days after its due date;
3. the other party becomes insolvent, enters administration, or any analogous insolvency event occurs; or
4. the other party ceases or threatens to cease to carry on business.

16.3 On termination for any reason: all outstanding invoices become immediately due and payable; each party ceases to use the other’s confidential information and returns or destroys it; and we will assist with a reasonable handover, subject to settlement of all outstanding amounts.

16.4 Termination does not affect any accrued rights or remedies of either party.

16.5 Ongoing managed services contracts contain additional provisions regarding automatic renewal, early termination, and transition assistance, as set out in the applicable Managed Services Agreement.

17. Change of Control

17.1 A “Change of Control” occurs when: (a) a person or entity acquires more than 50% of the voting shares or ownership interests of a party; (b) a party undergoes a merger, demerger, or reorganisation such that its existing owners no longer hold a majority interest; or (c) a party disposes of all or substantially all of its business or assets to a third party.

17.2 The Customer must notify us in writing within 14 days of becoming aware of any actual or anticipated Change of Control affecting the Customer. Failure to notify is a material breach of the Contract.

17.3 The effect of a Change of Control on any Contract depends on its structure:

1. Share sale: where the Change of Control is effected by acquisition of shares in the Customer entity, the Customer remains the same legal person and the Contract continues in full force under new ownership without interruption.
2. Asset sale or business transfer: where the Change of Control is effected by the sale or transfer of all or substantially all of the Customer’s business or assets to a third party, the Contract does not automatically bind the acquiring entity. The Customer must, prior to completion, procure that the acquiring entity enters into a novation agreement in a form reasonably acceptable to us, assuming all of the Customer’s rights and obligations. The original Customer remains liable for all obligations accrued before novation is completed.

17.4 In either case, we reserve the right, exercisable within 60 days of being notified of a Change of Control of the Customer, to: (a) require the incoming entity to execute a written novation or acknowledgement of the Contract within 30 days of our request; or (b) terminate the Contract on 30 days’ written notice where the incoming entity is a direct competitor of ours, where we have reasonable grounds to believe the change materially affects the Customer’s creditworthiness, or where the required novation is not completed within the stated period. Where we terminate on these grounds, no early termination fee is payable, but all amounts accrued before termination remain due.

17.5 Where we do not exercise our rights under Clause 17.4 within the 60-day period, the Contract continues on its existing terms with the incoming entity as Customer.

17.6 Where a Change of Control of Microtech occurs, we will notify the Customer in writing within 30 days. Such a change does not entitle the Customer to terminate the Contract, provided the incoming entity continues to deliver services on materially the same terms. Where it does not, the Customer may terminate on 30 days’ written notice without early termination liability.

18. General Provisions

Assignment

We may assign or transfer our rights and obligations under any Contract to a successor entity or affiliate upon written notice. The Customer may not assign or transfer its rights without our prior written consent.

Force Majeure

Neither party is liable for failure or delay in performing obligations where such failure results from events beyond its reasonable control, including acts of God, pandemic, terrorism, industrial action, governmental action, or failure of utility services. Internet connectivity failures are not a force majeure event for us, as we do not provide internet services. The affected party must notify the other as soon as practicable and use reasonable endeavours to mitigate the effect of the event.

Entire Agreement

These Terms and Conditions, together with any applicable quotation, order confirmation, or separate written agreement, constitute the entire agreement between the parties and supersede all prior discussions and representations. Nothing in this clause excludes liability for fraudulent misrepresentation. This clause is subject to section 3 of the Misrepresentation Act 1967.

Notices and Communications

All formal notices must be in writing and signed by an authorised representative. Notices are deemed given: when delivered by courier or hand; on the next Business Day after sending by tracked post or recorded delivery; or when sent by email with delivery or read receipt confirmation. Notices should be addressed to the most recent address or email notified by each party.

Waiver

No failure to enforce any provision of these Terms and Conditions constitutes a waiver of the right to enforce it subsequently. A waiver of any breach does not constitute a waiver of any other breach.

Severability

If any provision of these Terms and Conditions is found to be unlawful, invalid, or unenforceable, it will be severed from the remainder, which remains valid and enforceable.

Third Party Rights

A person who is not a party to a Contract has no rights under it pursuant to the Contracts (Rights of Third Parties) Act 1999.

Governing Law and Jurisdiction

These Terms and Conditions and any Contract (including any non-contractual matters arising from them) are governed by and construed in accordance with the law of England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.

Questions

If you have any questions about these Terms and Conditions, please contact us at support@microtechdigital.net or write to us at Universe House, 1 Merus Court, Meridian Business Park, Leicester LE19 1RJ.