PCQ terms and conditions
1.1 In these Conditions:
“Buyer” means the person who accepts a quotation of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller.
“Goods” means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with these Conditions and any goods supplied in substitution for or in replacement of or in addition to such goods. “Seller” means PCQ SOLUTIONS LIMITED (registered in England & Wales under number 04019429).
“Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller.
“Contract” means the contract for the purchase and sale of the Goods.
“Writing” includes letter, cable, facsimile transmission, email and comparable means of communication.
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
- Basis of the sale
2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of the Seller which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Seller, subject in either case to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer.
2.2 No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller.
2.3 The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in Writing. In entering into the Contract, the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations that are not so confirmed.
2.4 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
- Orders and specifications
3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed by the Seller’s authorised representative.
3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
3.3 The quantity, quality and description of and any specification for the Goods shall be those set out in the Seller’s quotation (if accepted by the Buyer)or the Buyer’s order (if accepted by the Seller).
3.4 If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer the Buyer shall indemnify the Seller against all loss damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim of infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller’s use of the Buyer’s specification.
3.5 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.
3.6 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and the Buyer shall indemnify the Seller in full against all loss (including loss of profit) costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of any cancellation. However, from the date of the order, a 14-day cooling off period will be allowed during which cancellations or reducing the order will be accepted by the seller without penalty. Without prejudice to the generality of the foregoing, should the Buyer purport without the agreement in Writing of the Seller to cancel any order which has been accepted by the Seller or refuse to accept delivery of any of the Goods such action shall constitute a breach of the agreement and, at the option of the Seller, the Seller shall be entitled to require the Buyer to pay to the Seller by way of liquidated damages an amount equivalent to 50% of the invoice value of the order so purported to be cancelled or 50% of the invoice value of the Goods delivery of which is so refused (as the case may be). In the event of the Seller so requiring the Buyer shall pay such amount to the Seller (without any deduction) within 7 days of receiving from the Seller written notification of the amount required to be paid. The Seller and the Buyer hereby agree that such amount represents a genuine pre-estimate of the monetary value of the loss and damage likely to be suffered by the Seller as a result of such breach of agreement on the part of the Buyer. For the avoidance of doubt, in the event that the Seller opts to require the Buyer to pay liquidated damages as set out above, and the Buyer duly pays such liquidated damages, neither party shall have any further liability to the other in relation to the Goods in respect of which such liquidated damages are paid.
- Price of the goods
4.1 The price of the Goods shall be the Seller’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller’s published price list current at the date of acceptance of the order. Where the Goods are supplied for export from the United Kingdom, the Seller’s published export price list relating to the country of destination shall apply. All prices quoted are valid for 30 days only or such lesser period as shall be stated by the Seller on the face of the relevant quotation or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer.
4.2 The Seller reserves the right by giving notice to the Buyer at any time before delivery to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture)or to any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
4.3 Except as otherwise stated under the terms of any quotation or in any price list of the Seller, and unless otherwise agreed in Writing between the Buyer and the Seller, all prices are given by the Seller are exclusive of carriage charges.
4.4 The price is exclusive of any applicable value added tax that the Buyer shall be additionally liable to pay to the Seller.
- Terms of payment
5.1 Subject to any special terms agreed in Writing between the Buyer and the Seller the Seller shall be entitled to invoice the Buyer for the price of the Goods at any time before or after delivery of the Goods.
5.2 All Invoices are payable net by cash, debit card, credit card, Paypal or bank transfer or on a pro-forma basis, unless credit facilities have been approved, in which case Invoices are payable net by the end of the month following the date of the invoice. The Buyer shall pay all invoices without any other deductions notwithstanding that delivery may not have taken place and the property in the Goods has not been passed to the Buyer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
5.3 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to.
5.3.1 cancel the contract or suspend any further deliveries to the Buyer;
5.3.2 appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer) and
5.3.3 charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of 4 per cent per annum above HSBC base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
5.4 In the event that the Seller shall cancel the contract under the provisions of Clause 5.3.1 above the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of such cancellation. Without prejudice to the generality of the foregoing, at the option of the Seller, the Seller shall be entitled to require the Buyer to pay to the Seller by way of liquidated damages an amount equivalent to 50% of the invoice value of the contract so cancelled. In the event of the Seller so requiring, the Buyer shall pay such amount to the Seller (without any deduction) within seven days of receiving from the Seller written notification of the amount required to be paid. The Seller and the Buyer hereby agree that such amount represents a genuine pre-estimate of the monetary value of the loss and damage likely to be suffered by the Seller as a result of such cancellation.
6.1 Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place.
6.2 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer. The Seller shall be entitled to make part delivery of the Goods at any time.
6.3 Where the Goods are delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
6.4 If the Seller fails to deliver the Goods for any reason, other than any cause beyond the Seller’s reasonable control or the Buyer’s fault, and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.
6.5 If the Buyer fails to take delivery of the Goods or fails to give adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may:
6.5.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
6.5.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
- Risk and property
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer:
7.1.1 in the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection: or
7.1.2 in the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivered of the Goods
7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and payment in full of all sums due from the Buyer to the Seller whether under the Contract or by virtue of any other liability of the Buyer to the Seller.
7.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee and shall keep the Goods separate from those of the Buyer and third parties and properly stored protected and insured and identified as the Seller’s property. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Seller for such part of the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, as is equivalent to the invoice value of the Goods and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured
7.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold) the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) become due and payable.
7.6 For the avoidance of doubt, nothing contained in this Clause 7 shall entitle the Buyer to return any of the Goods to the Seller save as expressly provided in these terms and conditions or as expressly agreed in writing between the Seller and the Buyer.
- Warranties and liability
8.1 Subject to the conditions set out below the Seller warrants that the Goods will correspond with their specification subject to such tolerances as are reasonable and as are normally accepted in the trade and will be free from defects in material and workmanship at the time of delivery.
8.2 The above warranty is given by the Seller subject to the following conditions:
8.2.1 the Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer:
8.2.2 the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing), misuse or alternation or repair of the Goods without the Seller’s approval.
8.2.3 the Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment.
8.2.4 the above warranty does not extend to Goods not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller.
8.3 Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
8.4 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976 the statutory rights of the Buyer are not affected by these Conditions.
8.5 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 30 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered In accordance with the Contract.
8.6 Any claim by the Buyer which is based on short delivery or non-delivery shall be notified to the Seller in Writing (in the case of short delivery) within 7 days of delivery and (in the case of non-delivery) within 30 days of receipt by the Buyer of the Seller’s Invoice for the goods which the Buyer claims have not been delivered. If the Buyer does not notify the Seller accordingly the Buyer shall not be entitled to reject any goods that have been delivered and the Seller shall have no liability for such short delivery or non-delivery.
8.7 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Conditions the Seller shall be entitled to replace the Goods or (refund to the Buyer the price of the Goods) (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer.
8.8 Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract for any consequential loss or damage (whether for loss of profit or otherwise) costs, expenses or other claims for consequential compensation whatsoever(and whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, except as expressly provided in these Conditions.
8.9 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control:
8.9.1 Act of God, explosion, flood, tempest, fire or accident;
8.9.2 war or threat of war, sabotage, insurrection, civil disturbance, or requisition;
8.9.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
8.9.4 import or export regulations or embargoes;
8.9.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);
8.9.6 difficulties in obtaining raw materials labour, fuel, parts or machinery;
8.9.7 power failure or breakdown in machinery.
- Insolvency of buyer
9.1 This clause applies if:
9.1.1 the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
9.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
9.1.3 the Buyer ceases, or threatens to cease, to carry on business; or
9.1.4 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
9.2 If this clause applies, then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered, but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
- Export terms
10.1 In these Conditions ‘Incoterms’ means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions, but if there is any conflict between the provisions of Incoterms and theses Conditions, the latter shall prevail.
10.2 Where the Goods are supplied for export from the United Kingdom, the provisions of this clause 10 shall (subject to any special terms agreed in writing between the Buyer and the Seller) apply, notwithstanding any other provisions of these conditions.
10.3 The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and notifying to the Seller the requirements of any such legislation or regulations requiring action on the part of the Seller and for the payment of any duties in connection with the Goods.
10.4 Unless otherwise agreed in Writing between the Buyer and the Seller the Goods shall be delivered FOB from the air or sea port of shipment and the Seller shall be under no obligation to give notice under section 32(3) of the Sale of the Goods Act 1979.
10.5 The Buyer shall be responsible for arranging for testing and inspection of the Goods at the Seller’s premises before shipment. The Seller shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment, or in respect of damage during transit.
10.6 Payment of all amounts due to the Seller shall be made in such manner as shall be agreed between the Seller and the Buyer in Writing.
- Data Protection Act 1998
11.1 We may transfer information about you to our financiers, who:
11.2 may use, analyse and assess information about you, including the nature of your transactions, and exchange such information with other members of their group of companies and others for credit or financial assessment, market research, statistical analysis, insurance claim, underwriting and training purposes and in making payments and servicing their agreement with us;
11.3 from time to time, may make searches of your record at credit reference agencies where your record with such agencies may include searches made and information given by other businesses; details of their searches will be kept by such agencies but will not be seen by other organisations that may make searches;
11.4 may give information about you and your indebtedness to the following:
11.4.1 our or their insurers for underwriting and claims purposes;
11.4.2 any guarantor or indemnifier of your or our obligations to enable them to assess such obligations;
11.4.3 their bankers or any advisers acting on their behalf;
11.4.4 any business to which your indebtedness or our arrangements with our financiers may be transferred – to facilitate such transfer;
11.5 may monitor and/or record any phone calls you may have with them, for training and/or security purposes;
11.6 in the event that they transfer all or any of their rights and obligations under their agreement with us to a third party, may transfer information about you to enable the third part to enforce their rights or comply with the obligations.
11.7 We will provide you with details of our financiers on request, including a contact telephone number if you want to have details of the credit reference agencies and other third parties referred to above from whom they obtain and to whom they may give information about you. You also have a right to receive a copy of certain information they hold about you if you apply to them in writing, however, a fee will be payable.
12.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party given the notice
12.2 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
12.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
12.4 The contract shall be governed by the laws of England & Wales.
In these conditions unless otherwise stated:
“Acceptable Use Policy” means the policies set out by PCQ Solutions Ltd relating to the use of the service, as may be amended from time to time.
“Additional Charges” means any charges payable to PCQ SOLUTIONS LTD for services not included in the service order.
“agreement” means any contract for the provision of services by PCQ SOLUTIONS LTD to the customer.
“Charges” means the charges payable by the customer for the provision of the services which may vary from time to time.
“Company or PCQ” means PCQ Solutions Ltd, a company registered in England and Wales under number 04019429 whose registered office is currently situated at Cambrian House, Cambrian Place, Llanidloes, Powys, SY18 6BX
“customer” an organisation or individual that has ordered a service, or services, from PCQ SOLUTIONS LTD.
“customer Order” means the signed order form for the service or other such forms that are accepted by PCQ SOLUTIONS LTD.
“Commencement Date” means the date upon which PCQ SOLUTIONS LTD confirms acceptance of the customer’s offer to pay for the services in accordance with these conditions.
“Data Traffic Allowance” a pre agreed monthly data upload/download allowance included in the cost of the Service. Usage over this limit will be charged at the then present agreed over usage charge.
“Duration” is the period commencing on the commencement Date and expiring on the date the agreement is terminated in accordance with Clauses 26-29 of these conditions.
“equipment” means any equipment, device, software or other tangible material supplied by PCQ SOLUTIONS LTD as part of the service.
“Initial Term” means a minimum period of 12 months form the commencement date unless otherwise stated in the customer order.
“Intellectual Property Rights” means all or any registered or unregistered intellectual property rights in any part of the world, including but not limited to patents, design rights, copyrights, topographical rights, know-how, rights in inventions and ideas and rights to confidence together with any right to apply for any such intellectual property rights and the benefit of any applications for any such intellectual property rights.
“Service Order” means a request made by the customer to PCQ SOLUTIONS LTD for services to be supplied subject to these conditions.
“Renewal Date” the date at which the initial term ends.
“Renewal Term” is the minimum renewal period after the expiry of the initial term.
“Service” means the product or service ordered by the customer via a customer order and provided by PCQ SOLUTIONS LTD.
“Service Commencement Date” means the date at which the service is available for the customer for use.
“Working Day” means a day other than a Saturday or Sunday on which the clearing banks in the United Kingdom are open to the public for the transaction of business.
- Service Delivery
1.1. PCQ Solutions Ltd (PCQ SOLUTIONS LTD) shall provide the service on the terms and conditions and duration set out in this agreement.
1.2. The Initial term shall commence on the service commencement date.
1.3. At the expiration of the initial term the agreement shall automatically renew for the minimum of the renewal term documented in the order form unless and until the customer gives 3 months written notice of termination prior to renewal date. Cease charges will be raised where applicable.
1.4. PCQ SOLUTIONS LTD shall use reasonable commercial endeavours to supply the services to the customer as soon as reasonably practicable and in line with expected delivery dates. PCQ SOLUTIONS LTD shall inform the customer of any delay in the delivery of the services as soon as reasonably practicable.
1.5. In consideration for the provision of service the customer agrees to pay all charge in accordance with clause 3.
1.6. For larger and more complex orders PCQ SOLUTIONS LTD will create a phased delivery schedule in a written statement of works. Each phase will have a separate commencement date and billing cycle. The commencement date for the entire service set out in the order form shall be deemed to be the commencement date of the last phase of the order to be delivered, at which time whole order can be normalised onto a single billing cycle.
1.7. PCQ SOLUTIONS LTD does not give any warranties in connection with the provision of goods supplied by a third party for the provision of the services but shall, if applicable, assign to the customer the benefit of any license, warranty, guarantee, or indemnity given by the third party supplying any equipment to PCQ SOLUTIONS LTD.
1.8. software, firewall licences and other device licences will only be renewed upon payment of renewal invoice.
1.9. Domain name renewals will be invoiced up to two months prior to the renewal date and will not be renewed unless full payment has been received by PCQ SOLUTIONS LTD.
1.10. Where a tail circuit is required for the delivery of a company service the customer accepts that the tail circuit will be provided by a third-party carrier and will be subject to the terms and conditions and service level agreements given by the provider including but not limited to any rights, remedies and credits given by the provider.
1.11. The customer agrees that tail services are subject to survey and may incur additional delivery charges. In this circumstance the customer will have the right to cancel the service or accept the additional delivery charge in its entirety.
1.12. Where services are provided with a data traffic allowance PCQ SOLUTIONS LTD shall monitor such usage, and where in any one calendar month such usage exceeds the allowance, PCQ SOLUTIONS LTD shall retain the right to levy additional charges at the prevailing rate for additional data traffic.
1.13. Where a service is provided on an unlimited usage basis PCQ SOLUTIONS LTD reserves the right to monitor usage and where such usage is deemed to be excessive to either a) restrict the services in such a way as to reduce any excessive usage or b) recommend an upgrade to a more appropriate service for the historical usage c) terminate the customer’s service. In all cases PCQ SOLUTIONS LTD reserves the right to levy additional charges for the excessive data usage.
1.14. The customer shall not modify or alter company owned equipment without the prior consent of PCQ SOLUTIONS LTD.
1.15. Line faults may be within PCQ SOLUTIONS LTD’s equipment or within back-haul networks or lines that PCQ SOLUTIONS LTD contract suppliers’ (such as Openreach) to provide, most internet service faults are outside PCQ SOLUTIONS LTD’s control. PCQ SOLUTIONS LTD’s suppliers for some lines aim to rectify faults within 40 working hours but do not guarantee this. PCQ SOLUTIONS LTD will endeavour to arrange for line faults to be rectified as quickly as possible and follow all escalation procedures as appropriate with suppliers. PCQ SOLUTIONS LTD may choose to work on faults outside normal office hours, but do not guarantee to do so. The customer agrees to co-operate with PCQ SOLUTIONS LTD support staff and carry out simple steps including checking for a dial tone using a telephone handset; connecting the ADSL router directly to the master socket; swapping routers between sockets if multiple lines are installed; and disconnecting other wiring or equipment. If equipment is supplied as part of the service (e.g., a modem/router) the customer must be prepared to test using that equipment even if they normally use something else. If the customer does not help PCQ SOLUTIONS LTD to complete these basic checks then the fault repair process stops waiting for test results and the customer continues to be liable to pay for the service even though it is not working. PCQ SOLUTIONS LTD must take steps to eliminate the customer’s own wiring as the cause of a fault, hence asking for simple tests like this to be carried out. If a master socket with removable faceplate (NTE5) is not installed then one may have to be fitted by the customers line supplier (at the customers cost) to eliminate local wiring faults, or risk charges for an engineer visit. If an engineer is arranged, the customer agrees to ensure that he has access during the agreed time slot. The customer agrees to follow any directions given for dealing with the engineers. Failure to do so could mean that PCQ SOLUTIONS LTD is charged unnecessarily, and in such cases these charges will be passed on to the customer. If, after notifying PCQ SOLUTIONS LTD of a fault, PCQ SOLUTIONS LTD is unable to rectify the fault after reasonable time, termination of the contract and service can be agreed. This is the customer’s full recourse for PCQ SOLUTIONS LTD failing to fix a fault promptly. This does not apply where service is suspended for a breach of these terms, and reasonable time does not include any time whilst waiting for the customer to perform tests or reply to queries.
- Customer Obligations
2.1. All notices and complaints including the right of cancellation are to be sent by the customer to PCQ SOLUTIONS LTD in writing at PCQ SOLUTIONS LTD’s address and by PCQ SOLUTIONS LTD to the customer, at the customer’s registered address or as notified on commencement of the agreement.
2.2. The customer shall not send, transmit, make available, copy, retransmit, broadcast or publish (whether directly or indirectly) in whatever form any data, information or contractual rights, material or statement which infringes the intellectual property rights (registered or unregistered) or contractual or statutory rights of any person or legal entity or the laws or statutory regulations relating to defamation, contempt, blasphemy, infringement of privacy or personal data rights and any equivalent or related laws in any territory in which they are or may be accessed or made available; or use the services to obtain or offer or permit to be offered for profit or otherwise any material, images, displays or services which are erotic or pornographic including but not limited to any other material, images, displays or services which are offensive, illegal or immoral or which is in breach of any legal obligation.
2.3. The customer warrants that they shall conduct its operations and shall use the service in a manner that does not interrupt or affect the operations of PCQ SOLUTIONS LTD network and computer services in any adverse way.
2.4. The customer agrees to cooperate with PCQ SOLUTIONS LTD in carrying out its obligations to deliver the service including but not limited to access to (a) customer premises for installation, inspection, repair, or replacement of equipment. (b) co-operation from customer staff in diagnosing potential issues where PCQ SOLUTIONS LTD service may be affected by any customer or 3rd party service.
2.5. The customer shall take out and maintain at their own cost insurance against any property loss ensuring the equipment for its full replacement value against all usual risks until returned if applicable to PCQ SOLUTIONS LTD.
3.1. The customer shall be liable for all charges from the service commencement date. Where applicable PCQ SOLUTIONS LTD may invoice for recurring portion of services on a pro-rata basis. Any non-recurring charges relating to the service shall become payable on the service commencement date.
3.2. The customer agrees to pay charges relating to the provision of services upon receipt of invoice unless credit terms have been agreed in writing.
3.3. Where requested by the customer, PCQ SOLUTIONS LTD may agree to allocate a credit limit which may be varied from time to time at PCQ SOLUTIONS LTD’s sole discretion.
3.4. If required by PCQ SOLUTIONS LTD at any time, the customer shall provide a deposit to be used as security against any pending charges, which will be returnable to the customer only when payment of all sums due.
3.5. If the charges are not paid in accordance with PCQ SOLUTIONS LTD’s invoice, PCQ SOLUTIONS LTD reserves the right to charge an administration fee from £40.00 (depending on the size of debt) and statutory interest at 8% over BoE base rate on outstanding invoices each only as permitted by late payment of commercial debts regulation 2013 as amended from time to time. Neither PCQ SOLUTIONS LTD nor the customer shall be entitled to set off a credit against any amount owed to it by the other under the terms of this agreement or under any other agreement prior to completion of this agreement other than by mutual consent.
3.6. PCQ SOLUTIONS LTD shall be entitled to vary the charges by mutual consent or at the renewal date of the agreement.
3.7. Where PCQ SOLUTIONS LTD staff are requested to diagnose or assist on technical issues that transpire to be the cause of customer or 3rd party equipment or services then PCQ SOLUTIONS LTD reserves the right to charge at a rate of £45 per hour for providing such. This will be documented and agreed with the customer prior to any such charges being raised.
3.8. All prices exclude VAT at the prevailing rate unless otherwise stated.
- Termination & Suspension
4.1. Either party may terminate this agreement by giving written notice 30 days prior to the expiration of the initial term or renewal term.
4.2. Upon termination of this agreement the customer shall be bound to pay any cease charge in effect in addition to any outstanding amount of the charges in respect of the services received up to and including the date of termination and PCQ SOLUTIONS LTD agrees to refund in full the difference between the charges for the services received up to the date of termination and the amount received by PCQ SOLUTIONS LTD from the customer. The customer acknowledges that invoices relating to the supply of equipment or software licenses, establishment charges, configuration charges, installation services, domain name registrations, shipping & handling charges and additional traffic are non-refundable.
4.3. Upon termination, the customer must at their own expense return any equipment, in good condition, that is the property of PCQ SOLUTIONS LTD. In the event that the equipment is not returned by the customer to PCQ SOLUTIONS LTD in good condition, PCQ SOLUTIONS LTD shall be entitled to compensation equal to the value of the cost of repairing the equipment or if such equipment cannot be repaired the cost of replacing the equipment.
4.4. Either party may at any time by giving notice in a written and signed summary document, terminate this agreement without compensation to the other party if the other party shall become bankrupt, or if a body corporate pass a resolution or the court shall make an order that one party be wound up, otherwise than by way of amalgamation or reconstruction, or if a receiver or manager on behalf of a creditor shall be appointed, or if circumstances shall arise which entitles the court to make a winding up order.
4.5. PCQ SOLUTIONS LTD reserves the right to terminate this agreement or at our discretion modify the service provided, without notice upon any of the following events: – (a) the charges and/or additional charges are outstanding for more than 20 calendar days; (b) the customer is in breach of his obligations as set out clauses 4.4, 4.7 and 4.8.
4.6. Termination or expiry of this agreement for whatever reason shall not prejudice or affect any right of action or remedy which shall have occurred or shall accrue thereafter to either of the parties.
4.7. PCQ SOLUTIONS LTD retains the right to suspend services if the customer is in breach of any clause this agreement and the customer is not in dispute with PCQ SOLUTIONS LTD for the service. PCQ SOLUTIONS LTD will notify the customer in writing giving three days’ notice of the intention to suspend service.
4.8. Following the suspension of services, the customer shall be obliged to apply for reconnection of access to the services, but PCQ SOLUTIONS LTD shall not be obliged to reconnect access to the services. On receipt of an application to reconnect PCQ SOLUTIONS LTD may do one of the following: (a) reconnect as soon as reasonably practicable subject to payment of all charges and/or additional charges and any amounts due (b) specify additional reasonable terms required by PCQ SOLUTIONS LTD prior to agreeing access to the services; (c) refuse to allow access to the services on the basis that the breach or instruction or event which led to the suspension of access is unremedied or still remains as the case may be.
- Limit of liability
5.1. PCQ SOLUTIONS LTD warrants to the customer that the services will be provided using reasonable care and skill but at times this will be subject to downtime caused by routine or emergency maintenance by PCQ SOLUTIONS LTD or occasioned by third parties. PCQ SOLUTIONS LTD will not be liable to the customer or any third party for any consequential losses whatsoever caused by such downtime.
5.2. To the extent permitted by law, neither party shall be liable to the other (save as expressly provided for in this agreement) and shall have no other obligations, duties, or liabilities whatsoever in contract, tort or otherwise to the other party. So far as is permitted by law and subject to clause 6. PCQ SOLUTIONS LTD makes no warranty to the customer as to the quality of the service or equipment or the fitness for purpose of the equipment. In any event each party shall only be liable for material breaches of its obligations under this agreement to the extent of 500 GBP per breach.
5.3. Neither party shall have any liability to the other party in respect of any breach of this agreement for loss of revenue, business, anticipated savings, or profits of any loss of use or value of any equipment or for any indirect or consequential loss howsoever arising.
5.4. PCQ SOLUTIONS LTD will indemnify the customer for claims made against the customer by third parties for breach of their Intellectual Property Rights if such breach has been caused by the act, omission or otherwise of PCQ SOLUTIONS LTD, its employees or agents.
5.5. The customer may only make use of the services for a legitimate and lawful purpose and ensure that it complies, at all times, with all relevant laws and obligations applicable to the customer and all related laws in any territory in which the customer is situated or in which the customer’s website may be accessed or made available. The customer must also obtain any relevant consents and approvals for the installation and use of the equipment. PCQ SOLUTIONS LTD will have no liability under this agreement for failure to comply with its obligations in any case where the customer does not comply with any such relevant laws or obligations or does not obtain such consents or approvals. Further guidelines are provided in PCQ SOLUTIONS LTD’s Acceptable Use Policy, Clause 7.
5.6. PCQ SOLUTIONS LTD shall not be liable to the customer for failure to deliver nor shall the customer be liable to PCQ SOLUTIONS LTD to take services ordered under this agreement when:(a) the failure is due to a cause outside that party’s control including, but not limited to, acts of nature, war, terrorism, sabotage, fire, explosion, flood, action of any governmental authority, embargo, unavailability of raw materials supply, strike or labour dispute (except of the workforce of the party claiming force majeure), and (b) it gives notice of the event as soon as practicable to the other party and in any event within three days of becoming aware of the event.
5.7. A party claiming force majeure must use all reasonable efforts to avoid or mitigate the effect of the force majeure event. If a force majeure event continues for more than 60 days either party may give notice to the other to terminate this agreement.
6.1. All Intellectual Property Rights of PCQ SOLUTIONS LTD in any equipment, software, modification and ancillary documentation shall at all times remain vested in PCQ SOLUTIONS LTD.
6.2. All information, mail messages and other data stored on PCQ SOLUTIONS LTD’s computer system will be treated as private and solely the property of the customer at all times and will not be duplicated, copied, reproduced or viewed publicly in any way except with express or implied permission of the customer and/or for the purpose of PCQ’s back up services and/or providing the customer with the services and/or for PCQ SOLUTIONS LTD’s own internal purposes such as market research and/or for compliance with PCQ SOLUTIONS LTD’s legal obligations.
6.3. Neither this agreement or any rights or obligations hereunder may be assigned or transferred or subcontracted by the customer in part or in whole to a third party, without the prior consent of PCQ SOLUTIONS LTD such consent not to be unreasonably withheld. PCQ SOLUTIONS LTD may on providing notice to the customer assign this agreement in part or in whole to any third party subject to the consent of the customer, such consent not to be unreasonably withheld.
6.4. Nothing in this agreement shall be taken as granting any rights expressly or impliedly whether contractual or statutory to persons other than PCQ SOLUTIONS LTD and the customer, whether by virtue of the Contracts (Rights of Third Parties) Act 1999 or otherwise.
6.5. Any notice, invoice or other document which may be given by either party under this agreement shall be deemed to have been duly given if sent by first class post, or where the parties expressly agree by electronic mail or facsimile transmission, to such person and such address as either party shall nominate for this purpose from time to time.
6.6. Each party shall treat as confidential all information received by it from the other party relating to the other party’s business, customers, strategies and plans, and such information may only be used for the purpose of this agreement and may only be disclosed in strict confidence to its professional advisers or any person to whom disclosure is required by law, to its employees or subcontractors where reasonably necessary for the purposes envisaged by this agreement, and where otherwise specifically permitted by this agreement.
6.7. This agreement shall be construed and governed in all respects in accordance with the Law of England and Wales and the English Courts shall have exclusive jurisdiction in respect of any disputes arising hereunder.
- Acceptable Use Policy
7.1. PCQ SOLUTIONS LTD services Limited (PCQ SOLUTIONS LTD) has established this Acceptable Use Policy (“AUP”) pertaining to the use of its Internet access, networks, hosting, security and other services by customers. This AUP is intended to prevent customers from engaging in practices that are illegal or that impair the security and reliability of PCQ’s or other parties’ computer systems and networks. This AUP is not intended to be interpreted as or used as a substitute for the advice of legal counsel and each customer is advised to obtain its own legal advice with respect to legal matters related to the use of the Internet.
7.2. This AUP may be revised by PCQ SOLUTIONS LTD from time to time to address new developments and issues that arise from innovations, enhancements and inventions that affect the use of the Internet at large and PCQ SOLUTIONS LTD’s network in particular. Any such revisions adopted by PCQ SOLUTIONS LTD’s will be binding upon its customers.
7.3. customers may use PCQ SOLUTIONS LTD’s network and services only for lawful purposes. The use of PCQ SOLUTIONS LTD’s network and services in breach of any applicable laws of any jurisdiction is prohibited.
7.4. customers may not use its connections or PCQ SOLUTIONS LTD’s to promote, offer or advocate any service or activity that can be reasonably construed as pornographic, that violates the right or privacy of any individual or entity, or that constitutes an illegal activity under any applicable law or regulation or order or decree of any court or government authority.
7.5. customers are prohibited from:
7.5.1. Using PCQ SOLUTIONS LTD’s network and services to transmit any information that violates or infringes any copyright, trademark, patent, statutory, common law or proprietary right of any other person or entity.
7.5.2. Using PCQ SOLUTIONS LTD’s network and services to transmit any information that contains any libellous statement.
7.5.3. Circumventing or undermining the user authentication or security protocols of any host, network, or account or gaining unauthorised access to the computing systems or networks of other parties (referred to as “cracking” or “hacking”).
7.5.4. Interfering with service to any user, host, or network, (referred to as “denial of service attacks”).
7.5.5. Knowingly transmitting any computer virus or other programme that will have the effect of damaging or corrupting other Internet users’ computer systems or networks.
7.5.6. Sending unsolicited bulk mail messages (“junk mail” or “spam”) of any kind (commercial advertising, political tracts, and announcements).
7.5.7. Posting the same or similar messages to large numbers or newsgroups (excessive cross-posting or multiple-posting, also known as “USENET spam”).
7.5.8. Forging header information.
7.5.9. Soliciting mail for any other address other than that of customer, except with the consent of the owner of that address.
7.5.10. Forwarding or propagating chain letters or malicious email.
7.5.11. Engaging in any application or use of customer’s network connection that overloads PCQ SOLUTIONS LTD’s network.
7.5.12. Using IP multicast other than by means provided and co-ordinated by PCQ SOLUTIONS LTD’s; or using PCQ SOLUTIONS LTD’s network and services to impersonate another person or entity or misrepresent itself as having authority to represent another person or entity, including but not limited to PCQ SOLUTIONS LTD’s.
7.5.13. In the event that you believe a domain name hosted by PCQ Solutions Ltd Group is being used for abusive or criminal purposes, including unsolicited mail, Business Email Compromise (BEC) or phishing, please contact firstname.lastname@example.org. Further advice can be found on the Nominet website.
7.6. customers may use their PCQ SOLUTIONS LTD connection to link into other networks worldwide, provided that in all such cases, customer complies in all respects with any applicable acceptable use policies of such networks.7.7. customers are responsible for all uses of the connections by other persons, whether or not such use or person was authorised by customer. All matters set forth in this AUP that apply to customers shall also apply to all users of the connections by their employees and other users.
7.8. PCQ SOLUTIONS LTD’s reserves the right to remove from its network any material or data that violates any provision of this AUP and to suspend or terminate, in its discretion, the use of its network and services by any customer that breaches any provision of this AUP.
7.9. The rules set forth in this AUP apply to any Internet / Network based distribution medium and any other application using the Internet and private (e.g., Usenet news, fax-like documents over a network).
7.10. These rules set forth in this AUP apply even if a customer uses another site’s server to relay its communications.
PCQ SOLUTIONS LTD may with immediate effect vary any of the terms and conditions of the agreement as a direct result of Government regulations, new legislation, or any other reason. Any variation of the terms of this agreement shall be by written amendment to this agreement which shall be notified to the customer by post or electronic mail.
When leaving equipment with PCQ for repair in the workshop:
- You agree and understand that PCQ cannot be held responsible for any loss of data whilst PCQ undertakes work as directed/agreed.
- If additional time or parts are required PCQ will confirm any additional charges first in writing and by telephone where possible.
- All charges displayed are for workshop time on the bench and not direct labour.
- PCQ do not offer a “no fix no fee” policy and all time spent is chargeable.
- All equipment is left with PCQ entirely at your own risk. Should hardware be replaced or left with PCQ, PCQ reserve the right to charge disposal.
When contracting/requesting PCQ undertake Remote Support work that is NOT covered by a Care & Support agreement; you agree that:
- All attempts at repairing faults are best effort.
- Work is to be billed in “session” slots of an initial 1 hour, with additional time spent billable in 15-minute increments.
- If an existing Remote Support Connector does not exist on the target computer/machine, we will direct you to our live chat to run single-use remote connection software and we will offer to install a full connection software for potential future use during the session.
- Remote Support can be offered in full on all Windows (barring S versions), MacOS and Android devices, with limited support on iOS devices.
- PCQ may require, as part of the repair process, to transfer data to, or from, your device in question including, but not limited to: .exe, .msi or other runtime processes.
1.1 This is our Customer Complaints Code.
1.2 At PCQ, we take complaints very seriously. We will attempt to fix anything you are unhappy with as quickly and effectively as we can. We welcome feedback and any complaints received are an opportunity for us to improve our services.
2 Making a Complaint:
2.1 Our staff are the first point of contact and can be contacted by any of these methods:
(a) By phone: 01686 411000. Lines are open Monday-Friday. 09:30 – 17:30, and 10:00 – 12:00 on Saturdays, except for Bank Holidays.
(b) By Live Chat: you can contact us by visiting our website and starting a live chat during our office hours Monday-Friday. 09:30 – 17:30, and 10:00 – 12:00 on Saturdays, except for Bank Holidays.
(c) By post: we welcome communication by letter, please write to us:
PCQ Solutions Ltd
In your letter, please include the following information:
- Your name
- The date the problem occurred
- Your home telephone number
- The names of any staff members you may have dealt with
- A description of your complaint
(d) By email: Email the best method for contacting us. Please email email@example.com including the information requested in (c).
3.2 If you are unable to contact us directly yourselves, for whatever reason, you are welcome to nominate an individual to speak to us on your behalf. We need this request in writing. Please include the name of the person you authorise and their contact information for our records.
4.1 If you contact us by:
(a) phone or live chat, we will investigate your complaint, review any details we hold on our systems and try our best to resolve your issue whilst you are chatting to a member of staff. If they are unable to resolve your complaint whilst you are in discussion, we will explain why, tell you how long we think it may take to fully resolve your complaint and explain how we will keep you updated.
(b) email or letter, we will review your complaint in full considering any details we hold about you in our systems. Your complaint will then be passed to the most suitable department, and we will response either by email or phone; or letter if we are unable to reach you in a timely manner.
4.2 We will do everything we can to resolve your complaint as fast as possible and will ensure that any service affecting issues are treated as priorities.
4.3 We aim to respond to complaints within 10 working days; however, this may not always be possible depending on the nature of your complaint. We’ll let you know if this is the case.
5 If you feel we have not been able to resolve your complaint:
5.1 If you’re not satisfied with our initial response to your complaint, you may ask to communicate with the manager.
5.2 If you are still not satisfied after speaking to a manager, you may ask the manager to escalate your complaint to our Managing Director.
5.3 If you’re still not satisfied after speaking with the Managing Director, you can lodge a complaint with Ombudsman Services: https://www.ombudsman-services.org/complain-now or with Ofcom: https://www.ofcom.org.uk/complaints/complain-about-phones-or-internet-services Cymraeg: https://www.ofcom.org.uk/cymru/complaints/complain-about-phones-or-internet-services
Ofcom Wales Office 029 2046 7200
Ofcom Advice and Complaints 0300 123 3333 or 020 7981 3040