Kinetic ICT Solutions Ltd Terms and Conditions (Equipment and Services)
Supplier: Kinetic ICT Solutions Ltd (Company No. 04953866)
Registered office: Ransom Hall, Ransom Wood Business Park, Southwell Road, Mansfield, Nottinghamshire NG21 0HJ
VAT No. 828 7094 95
These Terms and Conditions apply to all Orders for Equipment and or Services supplied by Kinetic ICT Solutions Ltd.
1. Interpretation
1.1 Definitions
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Commencement Date: the date the Contract comes into existence in accordance with clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 17.8.
Contract: the contract between the Supplier and the Customer for the supply of Equipment and or Services comprising:
these Conditions, and
any Managed Services Agreement, and
any applicable Specific Terms and Conditions, and
the Order.
Control: as defined in section 1124 of the Corporation Tax Act 2010, and change of control shall be construed accordingly.
Customer: the person or firm who purchases Equipment and or Services from the Supplier.
Data Protection Laws: the UK GDPR, the Data Protection Act 2018, and any other applicable laws which amend, replace, extend, re enact, consolidate or implement them.
Data Security Breach: a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Protected Data.
Deliverables: the deliverables set out in the Order.
Delivery Location: as defined in clause 4.2.
EEA: the European Economic Area.
Equipment: the equipment (or any part of it) set out in the Order.
Equipment Specification: any specification for the Equipment agreed in writing by the Customer and the Supplier.
Force Majeure Event: as defined in clause 16.
Intellectual Property Rights: all intellectual property rights, whether registered or unregistered, including rights in inventions, copyright, trade marks, database rights, designs, software, confidential information and all similar rights anywhere in the world.
Managed Services Agreement: an agreement for the provision of managed services provided in writing by the Supplier to the Customer.
Minimum Cancellation Notice Period: the minimum notice period for termination stated in the Order, Managed Services Agreement, or Specific Terms and Conditions. If none is stated, the default is 30 days’ written notice to end at the end of the next calendar month.
Order: the Customer’s order for the supply of Equipment and or Services.
Protected Data: Personal Data received from or on behalf of the Customer in connection with performance of the Supplier’s obligations under the Contract.
Representatives: the Supplier’s officers, employees, professional advisers, consultants and contractors who need to know Confidential Information to perform the Contract.
Restricted Person: any person employed or engaged by the Supplier during the term of the Contract who has been involved in delivering the Services or managing the Contract.
Service Fee: the fees payable for Services, comprising any Subscription Fee and any applicable Usage Fee.
Services: the services, including any Deliverables, supplied by the Supplier as set out in the Order and any service description, Managed Services Agreement or Service Specification.
Service Specification: the description of Services set out in the Order and any Managed Services Agreement or Specific Terms and Conditions.
Specific Terms and Conditions: any supplier or service specific terms applicable to part of the Services, referred to in the Order.
Subscription Fee: the fixed recurring element of the Service Fee.
Supervisory Authority: any regulator or authority responsible for administering Data Protection Laws, including the ICO.
Supplier: Kinetic ICT Solutions Ltd (details above).
Usage Fee: the variable part of the Service Fee based on actual usage.
1.2 Interpretation
A person includes a natural person, corporate or unincorporated body.
A reference to a party includes its successors and permitted assigns.
A reference to a statute includes amendments and subordinate legislation.
Including and similar words are illustrative only and do not limit meaning.
Writing includes email.
2. Basis of contract
2.1 The Order constitutes an offer by the Customer to purchase Equipment and or Services in accordance with the Contract.
2.2 The Order is accepted when the Supplier issues written acceptance (including by email), at which point the Contract comes into existence (Commencement Date).
2.3 Marketing materials, brochures and website descriptions are indicative only and do not form part of the Contract unless expressly incorporated in writing.
2.4 These Conditions apply to the Contract to the exclusion of any other terms the Customer seeks to impose or incorporate.
2.5 These Conditions apply to both Equipment and Services unless stated otherwise.
3. Equipment
3.1 The Equipment is described in the Order and any Equipment Specification.
3.2 If Equipment is manufactured or supplied in accordance with a Customer supplied Equipment Specification, the Customer indemnifies the Supplier against liabilities, losses, costs and expenses arising from any claim of infringement of third party rights caused by use of that specification. This clause survives termination.
3.3 The Supplier may amend the Equipment Specification to comply with statutory or regulatory requirements, and will notify the Customer.
4. Delivery of Equipment
4.1 Each delivery will be accompanied by a delivery note stating relevant references, quantity and description, and any special instructions.
4.2 Delivery will be either:
Supplier delivery to the location stated in the Order (Delivery Location), or
Customer collection from the Supplier’s nominated location within 3 Business Days of notice.
4.3 Delivery is completed on unloading (or loading where collected) at the Delivery Location.
4.4 Delivery dates are estimates. Time is not of the essence. The Supplier is not liable for delay caused by a Force Majeure Event or Customer failure to provide adequate instructions.
4.5 If the Supplier fails to deliver, liability is limited to the Customer’s reasonable cost of obtaining replacement equipment of similar description and quality in the cheapest available market, less the price of the Equipment. No liability where the failure is caused by Force Majeure or Customer default.
4.6 If the Customer fails to accept delivery within 3 Business Days of notice that Equipment is ready, delivery is deemed completed at 9.00am on the third Business Day and the Supplier may store the Equipment and charge reasonable storage and insurance costs.
4.7 If 10 Business Days after notice the Customer has not accepted delivery, the Supplier may resell and account for any excess over the price (after reasonable costs), or charge any shortfall.
4.8 The Supplier may deliver by instalments. Each instalment is separately invoiced and is a separate contract. Delay or defect in one instalment does not entitle cancellation of others.
5. Quality of Equipment
5.1 The Supplier warrants that on delivery and for 12 months from delivery the Equipment will:
conform in all material respects with the Equipment Specification, and
be free from material defects in design, materials and workmanship.
5.2 The Supplier will, at its option, repair, replace or refund the defective Equipment if:
the Customer notifies the Supplier in writing within the warranty period within a reasonable time of discovering the defect,
the Supplier is given a reasonable opportunity to examine the Equipment, and
the Customer returns the Equipment (if requested) to the Supplier at the Customer’s cost.
5.3 The warranty does not apply if:
the Customer uses the Equipment after giving notice,
the defect arises from failure to follow instructions or best practice,
the defect arises from a Customer supplied design or specification,
the Customer alters or repairs without written consent,
the defect arises from fair wear and tear, wilful damage, negligence or abnormal conditions,
changes were required to comply with law or standards.
5.4 Other than as set out in this clause, the Supplier has no liability for failure of Equipment to comply with the warranty.
5.5 These Conditions apply to repaired or replacement Equipment.
6. Title and risk
6.1 Risk passes on completion of delivery.
6.2 Title does not pass until the Supplier receives payment in full in cleared funds.
6.3 Until title passes, the Customer must:
keep the Equipment identifiable as the Supplier’s property,
not remove or obscure identifying marks,
keep the Equipment in good condition and insured for full value,
notify the Supplier if it becomes subject to insolvency events, and
provide information about the Equipment on request.
6.4 If before title passes the Customer becomes subject to insolvency events, the Customer’s right to use the Equipment ceases immediately and the Supplier may require return and enter premises to recover it.
7. Supply of Services
7.1 The Supplier will supply Services in accordance with the Order and any Managed Services Agreement and or Specific Terms and Conditions. Services may include third party services.
7.2 The Supplier will provide reasonable assistance with setup. Training or additional technical assistance may incur additional charges unless included in the relevant agreement.
7.3 Performance dates are estimates. Time is not of the essence unless agreed in writing.
7.4 The Supplier may amend the Service Specification to comply with law or where the change does not materially affect the nature or quality of the Services, and will notify the Customer.
7.5 The Supplier warrants that Services will be provided with reasonable care and skill by appropriately qualified personnel.
7.6 Unless stated otherwise, the Supplier does not warrant that Services will be uninterrupted or error free.
7.7 The Supplier will maintain required licences and permits. The Supplier will maintain professional indemnity insurance at a level set out in the Order or Managed Services Agreement (or if not stated, at a reasonable level for the Services being supplied).
7.8 Support requests must be logged using the Supplier’s support channels as set out in the Order or Managed Services Agreement (including by email to servicedesk@kinetic.support and or the client portal, and phone where provided). Name - Date
8. Customer obligations
8.1 The Customer shall:
ensure Orders and specifications are complete and accurate,
cooperate reasonably with the Supplier,
provide access to premises, systems and facilities as reasonably required,
provide accurate information and materials in a timely manner,
prepare premises where needed,
comply with applicable laws including health and safety,
comply with Supplier policies notified to the Customer (including acceptable use and security),
respond to enquiries promptly and professionally,
maintain secure access controls and keep credentials confidential,
keep contact details up to date,
if Services include telephony, keep the Supplier informed of handset and site location changes for emergency services accuracy,
keep the Supplier informed of infrastructure or environmental changes that may affect Services,
insure any rented or loaned Equipment and reimburse losses or damage (fair wear and tear excepted),
return any loaned or rented Equipment in good condition within 30 days of termination (fair wear and tear excepted),
comply with third party terms where Services include third party services.
8.2 The Customer shall not use the Services:
for unlawful purposes,
to infringe third party rights,
to transmit defamatory, threatening, offensive, abusive or obscene material,
to attempt unauthorised access,
to reverse engineer or attempt to decipher code,
to disrupt networks, systems or other users.
8.3 Unless expressly agreed in writing, the Customer must not resell the Services.
8.4 If project work is time and materials:
Customer delays extend target dates accordingly, and
Supplier may charge for delay impacts caused by Customer acts or omissions at standard rates.
8.5 If Supplier performance is prevented or delayed by Customer default:
Supplier may suspend Services until remedied,
Supplier is not liable for resulting costs or losses, and
Customer will reimburse Supplier costs and losses on demand.
8.6 Non solicitation and non hire
The Customer shall not solicit, entice, employ or engage any Restricted Person during the Contract and for 12 months after termination, except via a general national advertising campaign not targeted at Supplier staff.
If breached, the Customer will pay, on demand, one year’s basic salary (or annual fee) of the Restricted Person plus reasonable recruitment costs. The Customer confirms it has had the opportunity to obtain independent legal advice on this clause.
9. Charges and payment
9.1 Equipment prices are as set out in the Order, or if not stated, the Supplier’s published price list at the date of order. Unless stated, prices exclude packaging, insurance and transport.
9.2 The Supplier may increase Service charges by giving written notice:
annually in line with inflation (RPI or an equivalent published index) with effect from each anniversary of the Commencement Date, and or
in line with increases imposed on the Supplier by third party suppliers.
9.3 The Supplier may increase Equipment prices before delivery to reflect increased costs due to factors outside Supplier control, Customer changes, Customer delays, or third party supplier increases.
9.4 Unless otherwise agreed:
the Supplier will invoice on or after completion of Services or in advance for recurring subscriptions where applicable, and
where Services include third party subscriptions, the Customer remains liable for charges for the full term of those subscriptions, even if the subscription term extends beyond the Contract term. Termination of the Contract does not remove this liability.
9.5 Invoices are payable within 30 days of invoice date unless other credit terms are agreed in writing. Payment must be made in cleared funds to the Supplier’s nominated bank account. Time for payment is of the essence.
9.6 All amounts are exclusive of VAT. VAT is payable on receipt of a valid VAT invoice.
9.7 Late payment interest: if payment is overdue, interest accrues daily at 4 percent per annum above the Bank of England base rate (minimum base rate treated as 0 percent).
9.8 Payments must be made in full without set off, counterclaim, deduction or withholding except where required by law.
10. Intellectual property rights
10.1 Unless stated otherwise, all Intellectual Property Rights in or arising from the Services (excluding Customer materials) belong to the Supplier or its licensors.
10.2 The Customer has no rights in such Intellectual Property Rights except as expressly granted under the Contract or permitted by law.
10.3 The Customer indemnifies the Supplier against claims relating to infringement arising from Customer provided materials, provided that the Supplier notifies the Customer, the Customer controls the defence, and the Supplier provides reasonable cooperation.
10.4 Where the Supplier provides documents or deliverables for the Customer’s internal business use, the Supplier grants the Customer a royalty free, non exclusive licence to use them for that internal purpose only, unless stated otherwise in the Order.
11. Data protection
11.1 For Protected Data, the Customer is the Controller and the Supplier is the Processor, unless the parties agree otherwise in writing.
11.2 Each party shall comply with Data Protection Laws. The Customer warrants that its instructions to the Supplier are lawful.
11.3 The Supplier will process Protected Data only on documented instructions from the Customer, unless required by law.
11.4 The Supplier will implement appropriate technical and organisational measures to protect Protected Data, having regard to risk, state of the art, and implementation cost.
11.5 The Customer will ensure privacy notices and lawful bases are in place for sharing Protected Data with the Supplier.
11.6 Subject access requests: where the Supplier receives a request relating to Protected Data, the Supplier will notify the Customer and the Customer will provide reasonable assistance at its own cost.
11.7 On termination or expiry, the Supplier will return or delete Protected Data unless required by law to retain it.
11.8 Sub processors: the Supplier may use sub processors for delivery of Services. The Supplier will ensure sub processors are bound by data protection terms materially equivalent to those in the Contract.
11.9 Data Security Breach: the Supplier will notify the Customer without undue delay on becoming aware of a Data Security Breach and will take reasonable steps to mitigate and remediate. The Customer will cooperate and provide assistance as reasonably required.
11.10 The Supplier may update this clause to reflect changes in Data Protection Laws by giving written notice to the Customer.
11.11 The Customer agrees the Supplier may share Customer contact details with third parties only where necessary to deliver the Services.
12. Confidentiality
12.1 Confidential Information: all confidential information disclosed by the Customer to the Supplier in connection with the Contract, including the existence and terms of the Contract and business, technical and operational information.
12.2 Confidential Information does not include information that is public other than through breach, was lawfully known, was independently developed, or is agreed in writing to be non confidential.
12.3 The Supplier shall:
keep Confidential Information confidential,
use it only to perform the Contract,
disclose it only to Representatives who need to know and who are bound by confidentiality obligations, and
protect it with at least the same degree of care it applies to its own confidential information.
12.4 The Supplier is responsible for its Representatives’ compliance.
12.5 On request, the Supplier will return or destroy Confidential Information and certify compliance, except where retention is required by law or regulation.
12.6 The Customer retains all rights in its Confidential Information. No licence is granted other than as necessary to perform the Contract.
12.7 Injunctive relief may be available for breach of this clause.
13. Limitation of liability
13.1 Nothing limits or excludes liability for:
death or personal injury caused by negligence,
fraud or fraudulent misrepresentation,
title and quiet possession where implied by law,
liability for defective products under the Consumer Protection Act 1987.
13.2 Subject to clause 13.1, the Supplier is not liable for:
loss of profits, sales, business or contracts,
loss of anticipated savings,
loss of goodwill,
loss of use or corruption of data,
indirect or consequential loss.
13.3 The Customer acknowledges internet and third party services are inherently variable and the Supplier is not liable for goods or services obtained from third parties when using the internet.
13.4 Subject to clause 13.1, total Supplier liability arising under or in connection with the Contract is limited to 150 percent of the charges paid by the Customer:
during the Minimum Cancellation Notice Period where the claim arises during that period, or
in all other cases, during the 12 months immediately preceding the event giving rise to the claim (or if shorter, the total charges paid under the Contract).
13.5 To the fullest extent permitted by law, implied terms under the Sale of Goods Act 1979 and Supply of Goods and Services Act 1982 are excluded.
13.6 This clause survives termination.
14. Termination
14.1 Either party may terminate the Contract or any Service by giving not less than the Minimum Cancellation Notice Period in writing. Unless stated otherwise, termination takes effect at the end of the next calendar month following expiry of the notice period.
14.2 Either party may terminate immediately by written notice if the other party:
commits a material breach and fails to remedy it within 14 days of written notice (or 5 days where non payment is involved), or
enters insolvency events including administration, liquidation, receivership, or ceases trading, or
suspends or threatens to suspend all or a substantial part of its business.
14.3 The Supplier may terminate immediately if:
the Customer fails to pay amounts due by the due date, or
there is a change of control of the Customer which, in the Supplier’s reasonable opinion, materially increases credit risk or delivery risk.
14.4 The Supplier may suspend Services and or delivery of Equipment if the Customer fails to pay on time or becomes subject to insolvency events, or the Supplier reasonably believes it is likely.
15. Consequences of termination
15.1 On termination:
all outstanding invoices and interest become immediately due, and
the Supplier may invoice for Services and Equipment supplied but not yet invoiced, payable immediately on receipt.
15.2 The Customer must return any Deliverables or Equipment not fully paid for. If the Customer fails to do so, the Supplier may enter premises to recover them. Until returned, the Customer is responsible for safe keeping and must not use them.
15.3 Termination does not affect rights and liabilities accrued up to termination.
15.4 Clauses intended to survive termination continue in force (including confidentiality, data protection, IP, limitation of liability, and payment obligations, including third party subscription terms under clause 9.4).
16. Force majeure
16.1 Neither party is in breach nor liable for delay or failure to perform obligations (excluding payment) caused by events beyond its reasonable control, including natural disasters, fire, flood, war, terrorism, civil unrest, labour disputes, government actions, supply chain disruption, power outages, or transport issues.
16.2 Force majeure does not excuse the Customer’s obligation to pay amounts due.
17. General
17.1 Assignment
The Supplier may assign, subcontract or transfer its rights and obligations under the Contract where reasonably necessary to deliver the Services, including use of subcontractors and third party providers. The Supplier remains responsible for performance of its obligations.
The Customer may not assign or transfer its rights or obligations without the Supplier’s prior written consent.
17.2 Notices
Notices must be in writing and delivered by hand, pre paid first class post, next working day delivery, or email.
Notices to the Supplier must be sent to the Supplier address above or such email address as stated on the Order (if none, use servicedesk@kinetic.support for service matters and the invoicing email shown on the Supplier invoice for accounts matters). Name - Date
Notices are deemed received:
by hand, on signature of receipt,
by post, at 9.00am on the second Business Day after posting,
by email, at 9.00am on the next Business Day after sending.
17.3 Severance
If a provision is invalid or unenforceable, it is modified to the minimum extent necessary, or deleted, without affecting the remainder.
17.4 Waiver
A waiver is only effective in writing. Delay or failure to exercise rights is not a waiver.
17.5 No partnership or agency
Nothing creates a partnership, joint venture or agency relationship.
17.6 Entire agreement
The Contract is the entire agreement and supersedes prior discussions. Each party confirms it does not rely on statements not set out in the Contract. Fraud is not excluded.
17.7 Third party rights
No third party has rights under the Contracts (Rights of Third Parties) Act 1999.
17.8 Variation
No variation is effective unless agreed in writing and signed by authorised representatives.
17.9 Governing law and jurisdiction
English law applies. Courts of England and Wales have exclusive jurisdiction.
17.10 Electronic execution
Electronic acceptance and signature of the Order is valid and binding as if signed in manuscript.
January 2026
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