ENHALO UK & EU
Legal - Terms & Conditions

Terms and Conditions – UK & EU

1. The parties are as defined in the header to these terms and conditions.

2. Client: the entity buying/subscribing the service, hardware, software or goods.

3. Contractor: the entity, company and its associates are delivering the service, hardware, software or goods.

4. For the purposes, hereof “computer apparatus” means the computer and networks hardware, software, drivers and firmware, “intellectual property” means any intellectual property rights ordinarily recognised by law, including any idea, invention, trade secrets, process, program, data, formula, patent, copyright or trademark right, and “services” means where applicable the services listed in the header hereto.

5. These terms and conditions form part of the header to which it is annexed, and appendix A hereto constitutes part of the entire agreement (references to the appendix only apply if included therein).

6. Where in conflict, the terms hereof apply (as opposed to the header and the appendix), and it is spelt out that the explanations (as opposed to specific provisions) provided in the appendix do not represent terms of the agreement nor any form of representation made by the contractor (and the client will have no claims of whatsoever nature against the contractor in respect thereof).

7. Without derogating from the generality of the foregoing, indications of timelines are estimates only (at no stage is the time of the essence).

8. These terms and conditions will either form part of a retainer service agreement (if this option is elected by the client) or of an ad hoc agreement where services are rendered or goods supplied on order.

9. Absent a specific reference otherwise, the provisions hereof apply to both options (references being applied mutatis mutandis).

10. In the absence of a retainer service agreement, each call-out or order will represent an independent contract offer – if accepted by the service contractor, a separate agreement comes into being in each instance, which, unless otherwise agreed in writing, will be governed by the terms and conditions of this agreement mutatis mutandis.

11. In both instances, hardware and software are supplied on order (where applicable accepted quote), payable cash before delivery unless otherwise agreed in writing.

12. Unless otherwise agreed in writing, the hourly rates charged by the service contractor are as set out in the header hereto (and with payment due in the case of retainer option clients within 30 days from invoice, otherwise before delivery).

13. Prices are subject to foreign exchange fluctuations and changes in manufacturing pricing. All prices in the UK are in GBP £, in Europe in Euro.

14. If the client selects the support services fixed option as set out in the appendix, the contractor will endeavour to achieve the stipulated time per workstation per month as per the appendix, and with additional charges payable as indicated per the appendix.

15. All consultations and advice, other than in respect of the promotion of products, as well as the excepted services set out in the appendix, are charged out at the rates specified in the appendix (or as otherwise agreed in writing).

16. Notwithstanding anything else contained herein, after hours (before 09h00 and after 17h00, GMT time), reactive support on business days and reactive support on non-business days (Saturdays, Sundays and public holidays) will be charged out at the stipulated rates times 2.

17. Travel time and call-out fees are charged out at the rate stipulated in the appendix.

18. The client acknowledges the charges applicable as per the appendix, where the election is for equipment to be collected by the company rather than delivered by the client (in circumstances where this occurs), including Uber charges and the engineer charges where applicable.

19. Unless otherwise stipulated in writing, all charges are exclusive of VAT.

20. Unless otherwise agreed in writing, all charges including retainer charges (fixed items) and the hourly rates referred to in the appendix, will escalate at a rate of CPI% per annum (with a first escalation 1 year from the date of signature hereof) subject thereto that hardware and software will be sold as per accepted quote (and with the price being as stipulated in the quote).

21. In the event of goods (hardware) found to have been compliant with the Consumer Protection Act at the time of the sale, any defects will be deemed to have arisen through the use of the relevant item by the consumer (and in such event, all costs of repair or replacement will be for the account of the consumer, in the case of repairs at the hourly rate stipulated in the appendix hereto).

22. The client acknowledges that it has inspected any fixed assets (including hardware) sold in terms of this agreement (“the fixed assets”) and that the fixed assets are free of any patent defects (and as such, the client waives any claims that may arise from patent defects).

23. In any circumstances where the Consumer Protection Act does not apply, goods are sold, and services are rendered on an entirely voetstoots basis and without warranty or representation of any nature whatsoever (including in respect of patent and latent defects).

24. The Supplier specifically does not warrant that the goods supplied are suitable for the purposes for which they are required by the Purchaser, whether those purposes are known to the Supplier or not (and the Purchaser specifically confirms and warrants that it has not and will not indicate any particular purpose for which the goods are acquired).

25. To any extent permitted, the liability of the Supplier has hereby limited on the basis that the Supplier is not liable for any consequential or special loss of whatsoever nature allegedly suffered by the Buyer by virtue of this agreement and/or its implementation, including late delivery or the defectiveness of products as defined (this limitation clause is specifically brought to the attention of the Buyer.

26. In regard, the client accepts that the contractor would not have entered into this agreement and supplied products or services had the Supplier been aware of the misstatement.

27. In such circumstances (i.e. a breach of this warranty), the client acknowledges that such will constitute criminal conduct in the form of fraud.

28. Under no circumstances will the service contractor be obliged to provide loan equipment or other goods to the client.

29. The service contractor acts as an independent contractor, and this agreement does not constitute any other legal relationship between the parties, including that of partnership, agency, employment or otherwise. 

30. Each party remains the owner of its own intellectual property.

31. Should either party gain information relating to the other intellectual property, such information will be kept confidential and will not be disclosed to any third party (unless it is in the public domain, unless it is to be disclosed by court order, and/or unless it is necessary to do so for the purposes of executing this agreement).

32. Neither the service contractor nor the client shall, for the duration of this contract and for 12 months after termination, employ or utilise any staff or employees of the other as either an employee or consultant or advisor or in any other capacity whatsoever, unless by written agreement with the other party.

33. Ownership in all computer apparatus and other goods sold by the service contractor remains vested in the service contractor until full payment of the purchase price has been received. If the customer can not pay for the service, hosting or consultancy, hosted equipment can be sold to recover the costs.

34. For a retainer agreement where applicable, this agreement commences on signature hereof. It continues indefinitely (unless otherwise stipulated in the header or agreed in writing) subject to the right of either party to give three calendar months written notice of termination (if there is an initial fixed period, this notice must be given with effect the end of the initial period). Cancellation for convenience will attract a 12-month contract payment for the value of the contract being cancelled. There is an optional break clause for either party following a 90 day review after the contract commencement date.

35. The service contractor is not obliged to perform in the event of unavoidable delays (including through Acts of God), subject thereto that the service provider will give timely notice of such unavoidable delay.

36. Generally, time is not of the essence for the performance of the service contractor.

37. The client agrees that, should it default on its obligations towards the service contractor, the service contractor may list the client as a bad payer with any credit bureau or other credit institution (and the client will be liable for any legal costs incurred by the service provider in pursuing its claims, on the scale as between attorney and client).

38. Risk (where equipment is sold) passes to the client on delivery.

39. The client chooses as its address for correspondence, and the address set out in the header hereto.

40. The parties consent to the jurisdiction of the United Kingdom and or the Bailiwick of Jersey.

41. This (i.e. these terms and conditions read with the header and the appendix) is the whole agreement between the parties, and no variation, novation or cancellation hereof (nor any waiver) will have any force or effect unless reduced to writing and signed by the parties.

42. No indulgence or relaxation on the part of the service contractor will represent a waiver of rights.

43. The client warrants that before the contractor touches the client’s systems that an entire restorable backup of the whole platform is made and kept offline for restore-ability.

44. The client warrants that the access given to the contractor is to systems that the client owns and has authority to grant the contractor access to.

45. Under no circumstances will the client claim against the contractor or the company that the contractor works for a higher claim than the invoiced amount.

46. The client guarantees that all personal data that the contractor is exposed to the client has the rights to share with the contractor, the company and its associates during the delivery of the subscribed service. Under GDPR, the UK data Privacy Regulation and the DPJL 2018.

47. Guarantee: The individual/s signing this document on behalf of the customer, guarantee/s payment by the customer of all sums of money due by it to the service provider in terms hereof (on due date). The payment of any sums of money is no longer than 30 days; if funds are owed after 30 days, an interest rate of 5% will be applied per month.

48. By signing this agreement or quote, the customer agrees not to claim damages for a value greater than the value of this contract.

49. Anything not implicitly included, is explicitly excluded.

50. At Contract End, Enhalo agrees to conduct a 2-4 hour handover to the new party representative.

Terms and Conditions – UK & EU

1. Definitions

1.1. In this agreement, the following definitions apply:

– “Parties” refers to the entities defined in the header of this document.
– “Client” refers to the entity purchasing or subscribing to services, hardware, software, or goods.
– “Contractor” refers to the entity, company, and its associates responsible for delivering services, hardware, software, or goods.
– “Computer Apparatus” includes computer and network hardware, software, drivers, and firmware.
– “Intellectual Property” encompasses all intellectual property rights recognized by law, including ideas, inventions, trade secrets, processes, programs, data, formulas, patents, copyrights, or trademark rights.
– “Services” refer to the services listed in the header of this document.

2. Incorporation and Appendices

2.1. These terms and conditions are an integral part of the header to which they are attached, and “Appendix A” constitutes an essential component of the entire agreement. References to the appendix are applicable if included therein.

3. Conflict Resolution

3.1. In the event of any conflict between these terms and conditions and the header or appendix, the terms herein shall prevail. Explanations in the appendix, unless specified as terms, do not represent binding terms of the agreement, nor do they constitute any representation by the contractor. The client shall not make any claims against the contractor based on such explanations.

4. Timelines and Estimates

4.1. Timelines provided in this agreement are estimates only, and time is not considered of the essence at any stage.

5. Agreement Types

5.1. These terms and conditions may form part of either a retainer service agreement, if chosen by the client, or an ad hoc agreement for services or goods upon order.

6. Applicability

6.1. Unless explicitly stated otherwise, the provisions in this agreement apply to both retainer service agreements and ad hoc agreements, with necessary modifications.

7. Independent Contracts

7.1. In the absence of a retainer service agreement, each call-out or order constitutes an independent contract offer. If accepted by the service contractor, a separate agreement is established for each instance, governed by the terms and conditions of this agreement, with necessary modifications.

8. Payment Terms

8.1. Hardware and software will be supplied on order, with payment in cash due before delivery, unless otherwise agreed in writing.

9. Hourly Rates

9.1. Hourly rates charged by the service contractor are as specified in the header. Retainer option clients must make payment within 30 days from the invoice date, while others must pay before delivery unless otherwise agreed in writing.

10. Pricing and Currency

10.1. Prices are subject to foreign exchange fluctuations and changes in manufacturing pricing. All UK prices are in GBP £, and European prices are in Euro.

11. Support Services

11.1. If the client selects the support services fixed option as detailed in the appendix, the contractor will strive to achieve the stipulated time per workstation per month as per the appendix, with additional charges as indicated therein.

12. Consultation and Advice

12.1. Except for product promotion and the services outlined in the appendix, consultations and advice are charged at rates specified in the appendix or as agreed in writing.

13. After-Hours Support

13.1. After-hours support on business days and non-business days (Saturdays, Sundays, and public holidays) will be billed at twice the stipulated rates.

14. Travel and Call-Out Fees

14.1. Travel time and call-out fees are charged at the rates specified in the appendix.

15. Collection of Equipment

15.1. The client acknowledges the charges applicable, as per the appendix, when the equipment is collected by the company instead of being delivered by the client. This includes Uber charges and engineer charges, where applicable.

16. VAT

16.1. Unless stipulated otherwise in writing, all charges are exclusive of VAT.

17. Escalation Clause

17.1. Unless otherwise agreed in writing, all charges, including retainer charges and hourly rates, will escalate at a rate of CPI% per annum, with the first escalation one year from the date of signing. Hardware and software will be sold as per the accepted quote, with prices as stipulated in the quote.

18. Consumer Protection

18.1. In cases where goods (hardware) were compliant with the Consumer Protection Act at the time of sale, any defects will be considered to have arisen through consumer use. In such cases, all costs of repair or replacement are the responsibility of the consumer, with repairs charged at the hourly rate specified in the appendix.

19. Warranty Disclaimer

19.1. In circumstances where the Consumer Protection Act does not apply, goods are sold and services are rendered on an “as-is” basis, without any warranty or representation, including for patent and latent defects.

20. Suitability of Goods

20.1. The supplier does not warrant that the goods supplied are suitable for the client’s intended purposes, whether known to the supplier or not. The client confirms and warrants that it has not specified any particular purpose for which the goods are acquired.

21. Limitation of Liability

21.1. The supplier’s liability is limited, and it is not liable for any consequential or special loss suffered by the buyer as a result of this agreement or its implementation, including late delivery or product defects.

21.2. The client acknowledges that any breach of this warranty constitutes criminal conduct in the form of fraud.

22. Loan Equipment

22.1. The service contractor is not obligated to provide loan equipment or other goods to the client under any circumstances.

23. Independent Contractor

23.1. The service contractor operates as an independent contractor, and this agreement does not establish any other legal relationship between the parties, including partnership, agency, employment, or otherwise.

24. Intellectual Property Ownership

24.1. Each party retains ownership of its own intellectual property.

24.2. In cases where one party gains access to the other’s intellectual property, such information will be kept confidential and not disclosed to third parties, except as required by court order or for the execution of this agreement.

25. Non-Solicitation

25.1. Neither the service contractor nor the client may employ or utilize the staff or employees of the other party in any capacity for the duration of this contract and for 12 months after termination without written agreement.

26. Ownership of Goods

26.1. Ownership of all computer apparatus and other goods sold by the service contractor remains with the service contractor until full payment of the purchase price is received. If the customer cannot pay for the service, hosting, or consultancy, hosted equipment may be sold to recover costs.

27. Term and Termination

27.1. For retainer agreements, this agreement begins upon signature and continues indefinitely, unless otherwise stipulated in the header or agreed in writing. Either party may terminate with three calendar months’ written notice.

27.2. Cancellation for convenience incurs a 12-month contract payment.

27.3. There is an optional break clause for either party following a 90-day review after the contract commencement date.

28. Unavoidable Delays

28.1. The service contractor is not obligated to perform in the event of unavoidable delays, including Acts of God, provided that timely notice is given.

29. Time of the Essence

29.1. Generally, time is not considered of the essence for the performance of the service contractor.

30. Default and Credit Reporting

30.1. In case of default by the client, the service contractor may report the client as a bad payer to credit bureaus or other credit institutions. The client is liable for legal costs incurred by the service provider in pursuing its claims, on the scale as between attorney and client.

31. Risk and Delivery

31.1. Risk for equipment sold passes to the client upon delivery.

32. Address for Correspondence

32.1. The client designates the address set out in the header as its address for correspondence.

33. Jurisdiction

33.1. The parties consent to the jurisdiction of the United Kingdom and/or the Bailiwick of Jersey.

34. Entire Agreement

34.1. This document, comprising these terms and conditions, the header, and the appendix, constitutes the entire agreement between the parties. Any variations, novations, cancellations, or waivers require written and signed confirmation by both parties.

35. No Waiver

35.1. No indulgence or relaxation on the part of the service contractor will constitute a waiver of rights.

36. Data Backup

36.1. The client warrants the creation and maintenance of a restorable backup of the entire platform before the contractor accesses the client’s systems.

37. Authorization for Access

37.1. The client warrants that the contractor is granted access only to systems owned by the client and for which the client has the authority to grant access.

38. Limitation of Claims

38.1. Under no circumstances will the client make claims against the contractor or the company exceeding the invoiced amount.

39. Data Privacy

39.1. The client guarantees the lawful sharing of personal data with the contractor, the company, and its associates during the delivery of the subscribed service, in compliance with GDPR, UK Data Privacy Regulation, and DPJL 2018.

40. Payment Guarantee

40.1. The individual(s) signing this document on behalf of the customer guarantee payment of all sums due to the service provider as per this agreement, with payment not exceeding 30 days. Any overdue funds will incur a 5% monthly interest rate.

41. Limitation of Damages

41.1. By signing this agreement or quote, the customer agrees not to claim damages exceeding the value of this contract.

42. Exclusions

42.1. Anything not explicitly included in this agreement is explicitly excluded.

43. Contract Handover

43.1. At contract end, Enhalo agrees to conduct a 2-4 hour handover to the new party or representative.

These terms and conditions constitute a binding agreement between the parties. By signing below or “Accepting” digital quote, the parties acknowledge their acceptance of these terms and conditions.