TERMS AND CONDITIONS OF BUSINESS
SMARTTEC SYSTEMS LIMITED
Version: 1.0
Effective date: 11.8.2026
⸻
1. SUPPLIER INFORMATION
SmartTec Systems Limited
Lavender House
Bleasby Road
Thurgarton
Nottinghamshire
NG14 7FW
Telephone: 0800 999 1230
Email: mailto:info@smarttec-systems.co.uk
Website: https://smarttec-systems.co.uk
Company Registration Number: 11766731
VAT Registration Number: 331 299 701
⸻
2. DEFINITIONS
2.1 In these Terms and Conditions, the following words have the following meanings:
“Supplier”, “SmartTec”, “we”, “us” or “our” means SmartTec Systems Limited.
“Customer”, “you” or “your” means the person, company, business or organisation purchasing Products and/or Services from the Supplier.
“Domestic Customer” means an individual acting wholly or mainly outside that individual’s trade, business, craft or profession.
“Commercial Customer” means a company, partnership, sole trader, business, organisation, public authority or other entity purchasing Products and/or Services for purposes relating to its trade, business, craft or profession.
“Proposal” means the Supplier’s quotation, estimate, statement of work, specification or other document describing the Products and/or Services to be supplied.
“Services” means the installation, configuration, commissioning, testing, servicing, repair, maintenance or other services expressly described in the Proposal.
“Products” means equipment, components, materials and other goods supplied by the Supplier.
“Order” means the Customer’s acceptance of the Proposal.
“Agreement” means the contract between the Supplier and the Customer incorporating the Proposal and these Terms and Conditions.
“Manufacturer” means the manufacturer of any Product supplied by the Supplier.
“Intellectual Property Rights” means copyright, patents, trademarks, design rights, database rights, know-how, trade secrets and all other intellectual property rights recognised by law.
“Working Day” means Monday to Friday excluding public holidays in England.
2.2 References to legislation include any amendment, extension, replacement or re-enactment of that legislation.
2.3 Words in the singular include the plural and words in the plural include the singular.
2.4 Where a provision applies specifically to a Domestic Customer or Commercial Customer, it shall apply only to that category of Customer.
2.5 Nothing in these Terms is intended to exclude or restrict any liability, right or remedy which cannot lawfully be excluded or restricted.
⸻
3. BASIS OF CONTRACT
3.1 These Terms and Conditions apply to all Agreements between the Supplier and the Customer unless expressly agreed otherwise in writing.
3.2 The Proposal and these Terms and Conditions together form the Agreement.
3.3 Any terms contained in a Customer purchase order, website, email, document or other communication shall not apply unless expressly accepted in writing by the Supplier.
3.4 The Customer is responsible for ensuring that all information supplied to the Supplier is accurate and complete.
3.5 The Supplier reserves the right to refuse an Order before accepting it.
3.6 An Agreement shall be formed when the Supplier confirms acceptance of the Order in writing or when the Supplier commences the Services following the Customer’s acceptance of the Proposal.
3.7 The Customer’s acceptance of the Proposal constitutes acceptance of these Terms and Conditions.
⸻
4. PROPOSALS AND QUOTATIONS
4.1 Unless otherwise stated, a Proposal shall remain open for acceptance for 30 days.
4.2 A Proposal is based on the information available to the Supplier at the time it is prepared.
4.3 If site conditions, access arrangements, existing wiring, equipment, network infrastructure or other circumstances differ materially from those described or reasonably apparent when the Proposal was prepared, additional charges may apply.
4.4 A Proposal does not include work which is not expressly stated in it.
4.5 Drawings, photographs, brochures, catalogues, illustrations and descriptions are for general guidance unless expressly incorporated into the Proposal.
4.6 The Supplier may use subcontractors, manufacturers, distributors or other suitably qualified third parties in providing the Products and/or Services.
⸻
5. PRODUCTS AND SERVICES
5.1 The Supplier shall supply the Products and perform the Services described in the Proposal.
5.2 The Supplier’s responsibility is principally to install, configure and commission the Products specified in the Proposal.
5.3 Unless expressly stated otherwise in writing, the Supplier does not provide ongoing security monitoring, police response, emergency response or a guarantee that the installed system will prevent or detect every incident.
5.4 The Supplier shall carry out installation work with reasonable skill and care.
5.5 Any additional work requested by the Customer after acceptance of the Proposal shall be subject to additional charges.
5.6 The Supplier may substitute a Product where the specified Product has been discontinued, is unavailable or has been replaced by the Manufacturer, provided the replacement is reasonably equivalent in specification and suitability.
5.7 Manufacturer specifications, software, firmware and functionality may change after installation. The Supplier shall not be responsible for changes made by a Manufacturer after installation.
⸻
6. INSTALLATION
6.1 Unless otherwise agreed, installation and delivery shall normally take place between 09:00 and 16:30 Monday to Friday.
6.2 Installation dates are estimates unless the Proposal expressly states otherwise.
6.3 Time shall not be of the essence unless expressly agreed in writing.
6.4 The Supplier shall not be liable for delay caused by circumstances outside its reasonable control.
6.5 Such circumstances include, but are not limited to:
a. Customer delays;
b. lack of access;
c. unsafe working conditions;
d. unavailable electricity;
e. unavailable internet or network services;
f. manufacturer delays;
g. supplier delays;
h. shortage of equipment;
i. adverse weather;
j. unforeseen site conditions;
k. transport disruption;
l. power failures;
m. telecommunications failures;
n. industrial disputes; or
o. any other circumstance outside the Supplier’s reasonable control.
6.6 Where the Supplier attends a site but is unable to carry out or complete the work because of circumstances attributable to the Customer, additional attendance or labour charges may apply.
⸻
7. CUSTOMER OBLIGATIONS
7.1 The Customer shall:
a. provide reasonable access to the premises;
b. provide suitable electricity and utilities reasonably required for the installation;
c. provide reasonable welfare facilities where appropriate;
d. provide accurate information required by the Supplier;
e. provide access to routers, networks, passwords and other information where required for installation or configuration;
f. obtain permissions, consents, landlord permissions and other approvals for which the Customer is responsible;
g. inform the Supplier of known hazards;
h. ensure that the working area is reasonably accessible and safe;
i. ensure that the Supplier is not obstructed from carrying out the Services;
j. comply with reasonable instructions relating to the operation and care of the installed system.
7.2 The Customer shall be responsible for reasonable additional costs caused by failure to comply with this clause.
7.3 The Customer shall not deliberately damage, disconnect, interfere with, alter or disable Products supplied or installed by the Supplier.
7.4 The Customer shall not permit an unauthorised person to modify the installed system where such modification may affect its operation, warranty or configuration.
⸻
8. CUSTOMER-SUPPLIED EQUIPMENT AND NETWORKS
8.1 Where the Supplier installs or configures Customer-owned equipment, the Supplier does not warrant the condition, compatibility, reliability or future performance of that equipment.
8.2 The Supplier may decline to install equipment which is unsafe, defective, incompatible or unsuitable.
8.3 Additional charges may apply where defective, unsuitable or incompatible Customer equipment causes additional work.
8.4 The Supplier shall not be responsible for failures caused by Customer-owned:
a. routers;
b. switches;
c. networks;
d. broadband connections;
e. Wi-Fi;
f. cabling not installed by the Supplier;
g. power supplies;
h. mobile phones;
i. computers; or
j. other infrastructure.
⸻
9. PRICE AND VAT
9.1 Prices are stated in the Proposal.
9.2 Unless otherwise stated, prices are subject to VAT at the applicable rate.
9.3 The Supplier may charge additional amounts for:
a. additional Products requested by the Customer;
b. additional Services requested by the Customer;
c. unforeseen work reasonably required because of site conditions;
d. additional visits caused by Customer delay;
e. additional work caused by Customer equipment;
f. additional configuration or troubleshooting;
g. work resulting from inaccurate or incomplete information supplied by the Customer; or
h. changes requested by the Customer after acceptance of the Proposal.
9.4 Where reasonably practicable, the Supplier shall notify the Customer of significant additional charges before carrying out the additional work.
9.5 Where the Proposal expressly permits price adjustment, the Supplier may adjust the price to reflect increases in manufacturer, supplier, material, transport or other relevant costs.
⸻
10. DEPOSITS AND ADVANCE PAYMENTS
10.1 The Supplier may require an advance payment where stated in the Proposal.
10.2 Unless otherwise stated in the Proposal:
a. Projects exceeding £1,000 and up to £5,000 may require an advance payment of 25% of the total contract price.
b. Projects exceeding £5,000 may require an advance payment of 45% of the total contract price.
10.3 Advance payments shall be credited against the total contract price.
10.4 Where Products are specially ordered, customised or non-standard, the Proposal may contain separate payment and cancellation provisions.
10.5 For Domestic Customers, nothing in this clause removes any statutory cancellation or refund rights.
⸻
11. INVOICING AND PAYMENT
11.1 The Customer shall pay invoices in accordance with the payment terms stated in the Proposal.
11.2 Unless otherwise stated, invoices are payable within 21 days of the invoice date.
11.3 The Supplier may issue invoices for:
a. Products supplied;
b. Services completed;
c. agreed deposits;
d. agreed stages of a project; and
e. additional work properly chargeable under the Agreement.
11.4 Payment shall be made by the method specified by the Supplier.
11.5 If the Customer believes an invoice is incorrect, the Customer must notify the Supplier promptly in writing and identify the amount disputed and the reason for the dispute.
11.6 The Customer shall pay any undisputed amount by the due date.
⸻
12. LATE PAYMENT – COMMERCIAL CUSTOMERS
12.1 This clause applies only to Commercial Customers.
12.2 Where a Commercial Customer fails to pay a qualifying commercial debt by the due date, the Supplier may claim statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998.
12.3 The Supplier may also claim any statutory compensation and reasonable recovery costs available under applicable law.
12.4 The Supplier may alternatively rely on any contractual rate of interest expressly stated in the Proposal where lawful and appropriate.
12.5 Statutory interest currently operates at 8% per annum above the Bank of England base rate for qualifying commercial debts, subject to applicable legislation. The Supplier reserves the right to claim the maximum lawful amount available.
12.6 Interest shall continue to accrue until payment is received.
⸻
13. LATE PAYMENT – DOMESTIC CUSTOMERS
13.1 This clause applies only to Domestic Customers.
13.2 Where a Domestic Customer fails to pay an amount properly due, the Supplier may take reasonable steps to recover the outstanding amount.
13.3 The Supplier shall not impose charges or interest on a Domestic Customer which are unlawful, disproportionate or unfair.
13.4 Any default interest or recovery charge applied to a Domestic Customer shall be limited to an amount permitted by law and the Agreement.
⸻
14. RECOVERY OF OUTSTANDING MONIES
14.1 Where an amount remains unpaid after becoming due, the Supplier may take lawful steps to recover the debt.
14.2 Such steps may include:
a. payment reminders;
b. formal demands;
c. suspension of further Services;
d. termination of the Agreement where permitted;
e. use of a debt recovery agency;
f. instructing solicitors;
g. commencing court proceedings;
h. claiming applicable interest;
i. claiming statutory compensation where available; and
j. exercising any other lawful contractual or statutory remedy.
14.3 The Supplier may recover reasonable costs of debt recovery where permitted by law.
14.4 Nothing in these Terms prevents the Supplier from pursuing an undisputed debt through the courts.
⸻
15. SUSPENSION OF SERVICES
15.1 The Supplier may suspend further Services where:
a. an undisputed invoice is overdue;
b. the Customer fails to provide reasonable access;
c. the premises are unsafe;
d. required information is not provided;
e. required permissions have not been obtained; or
f. continuing the Services would be unlawful or unsafe.
15.2 Suspension shall not prevent the Supplier from pursuing any amount already due.
15.3 The Supplier may require outstanding sums and reasonable additional costs to be paid before recommencing suspended Services.
15.4 For Domestic Customers, suspension shall be exercised subject to applicable consumer law.
⸻
16. REMOTE VIEWING, INTERNET AND THIRD-PARTY SERVICES
16.1 CCTV, alarm, access-control and other systems may depend upon internet connections, routers, mobile networks, cloud services, Manufacturer servers and third-party applications.
16.2 The Supplier cannot guarantee uninterrupted operation of any third-party service.
16.3 The Supplier shall not be responsible for failures caused by:
a. broadband failure;
b. router replacement;
c. internet service provider changes;
d. mobile network failure;
e. Customer network configuration;
f. changed passwords;
g. mobile telephone replacement;
h. operating-system updates;
i. third-party applications;
j. Manufacturer servers;
k. cloud service interruptions;
l. firmware updates;
m. Customer equipment; or
n. other circumstances outside the Supplier’s reasonable control.
16.4 Where remote configuration cannot be completed because required information, passwords, network access or internet services are unavailable, additional charges may apply for further attendance or configuration.
16.5 The Customer is responsible for maintaining any broadband, mobile, SIM, monitoring, cloud or subscription services required for operation of the system.
⸻
17. CCTV ANALYTICS AND NOTIFICATIONS
17.1 Where requested, the Supplier may configure features including AI analytics, smart motion detection, tripwire detection, intrusion detection and push notifications.
17.2 Unless expressly charged for separately, such configuration is included as part of the installation service.
17.3 These features depend upon equipment positioning, lighting, environmental conditions, software, firmware, network connectivity and Manufacturer technology.
17.4 The Supplier does not guarantee that such features will identify every event or generate every notification.
17.5 The Supplier shall not be responsible for failures of Manufacturer-provided AI, analytics, cloud or notification services except where caused by the Supplier’s own negligent installation or configuration.
⸻
18. CCTV AND SECURITY SYSTEM DISCLAIMER
18.1 CCTV, alarms, access-control systems and other security Products are security aids.
18.2 Installation of such systems does not constitute a guarantee that burglary, theft, vandalism, fire, intrusion or other incidents will be prevented, detected or successfully recorded.
18.3 The Supplier does not provide a guarantee of police response, emergency response or crime prevention.
18.4 The Customer remains responsible for taking appropriate security measures and maintaining appropriate insurance.
18.5 Where the Customer requires professional monitoring, the Customer is responsible for entering into any separate monitoring agreement with the relevant monitoring provider unless monitoring is expressly included in the Proposal.
⸻
19. DATA PROTECTION AND CCTV
19.1 The Customer is responsible for ensuring that its use of CCTV, audio recording, access-control and surveillance systems complies with applicable data-protection and privacy laws.
19.2 The Customer is responsible for determining:
a. the lawful basis for surveillance;
b. camera positioning;
c. signage;
d. recording retention periods;
e. access to recordings;
f. disclosure of recordings; and
g. responding to data-subject requests.
19.3 The Supplier may provide technical assistance but does not provide legal advice or guarantee that the Customer’s use of CCTV complies with data-protection law.
19.4 Where SmartTec requires temporary remote access to a system for installation, maintenance or support, such access shall be limited to what is reasonably necessary.
⸻
20. CONSUMER CANCELLATION RIGHTS
20.1 This section applies to Domestic Customers where applicable.
20.2 Nothing in these Terms removes or restricts statutory cancellation rights available to a Domestic Customer.
20.3 Where the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 apply, a Domestic Customer may generally have a 14-day cancellation period for distance or off-premises contracts, subject to statutory exceptions.
20.4 Certain Products or Services may be exempt from cancellation rights, including certain bespoke or customised Products, where the statutory requirements for the exemption are satisfied.
20.5 Where a Domestic Customer requests that Services commence during an applicable cancellation period, the Supplier shall comply with the applicable legal requirements concerning that request.
20.6 Where Services are started during an applicable cancellation period at the Customer’s express request, the Customer may be required to pay a proportionate amount for Services properly supplied before cancellation, to the extent permitted by law.
20.7 Where a statutory cancellation right applies, the Supplier shall provide the Customer with the required cancellation information and, where applicable, a model cancellation form.
20.8 Nothing in this Agreement affects statutory rights relating to faulty, misdescribed or unsuitable Products or Services.
⸻
21. COMMERCIAL CUSTOMER CANCELLATION
21.1 Commercial Customers do not have the consumer cancellation rights referred to in clause 20.
21.2 A Commercial Customer may cancel an Order only in accordance with the Proposal or with the Supplier’s written agreement.
21.3 Where a Commercial Customer cancels after the Supplier has ordered Products, commenced Services or incurred costs, the Supplier may recover reasonable costs and losses properly arising from the cancellation, subject to applicable law.
21.4 Specially ordered, customised or non-standard Products may be non-cancellable where stated in the Proposal.
⸻
22. INSPECTION AND DEFECTS
22.1 The Customer should inspect Products and completed Services as soon as reasonably practicable.
22.2 The Customer should notify the Supplier promptly of any obvious damage, shortage or defect.
22.3 A failure to report an obvious issue immediately does not remove any statutory right which cannot lawfully be excluded.
22.4 Where the Customer identifies a potential defect, the Supplier shall be given a reasonable opportunity to inspect the issue before another contractor carries out remedial work, except where immediate action is reasonably necessary to prevent further damage or danger.
⸻
23. WARRANTY
23.1 The Supplier warrants that installation Services shall be carried out with reasonable skill and care.
23.2 Unless otherwise stated in the Proposal, the Supplier provides a 12-month workmanship warranty from completion of the relevant installation.
23.3 Manufacturer warranties may apply separately to Products.
23.4 Manufacturer warranties are subject to the Manufacturer’s own terms and conditions.
23.5 The Supplier’s workmanship warranty does not cover faults caused by:
a. misuse;
b. accidental damage;
c. vandalism;
d. unauthorised alteration;
e. unauthorised repair;
f. Customer interference;
g. electrical faults outside the Supplier’s control;
h. power surges;
i. internet failure;
j. network failure;
k. third-party applications;
l. Manufacturer software or firmware changes;
m. failure to follow instructions;
n. normal wear and tear; or
o. circumstances outside the Supplier’s reasonable control.
23.6 Where a valid defect in installation workmanship is established, the Supplier may, at its reasonable discretion and subject to applicable law, repair or re-perform the affected Services.
23.7 Nothing in this section removes statutory rights of a Domestic Customer.
⸻
24. RISK
24.1 Risk in Products shall pass to the Customer in accordance with applicable law and the Proposal.
24.2 Where the Supplier transports Products to the Customer, risk shall pass in accordance with the applicable contract and law.
24.3 The Customer shall take reasonable care of Products and equipment after delivery or installation.
24.4 The Customer shall maintain appropriate insurance for its premises, property and equipment.
⸻
25. OWNERSHIP AND RETENTION OF TITLE
25.1 This clause is intended primarily to protect the Supplier’s ownership rights in Products which have not been paid for.
25.2 For Commercial Customers, title to Products supplied by the Supplier shall remain with the Supplier until the Supplier has received payment in full for those Products and, to the extent legally permissible, all other sums properly due under the relevant Agreement.
25.3 Until title passes, the Customer shall:
a. keep the Products safe;
b. not deliberately damage them;
c. not sell, pledge, charge or dispose of them where prohibited by law;
d. not remove identification marks where reasonably practicable;
e. notify the Supplier of any attempted seizure or third-party claim; and
f. provide reasonable access for lawful inspection or recovery.
25.4 Installation of equipment does not, by itself, mean that the Customer has paid for or acquired ownership of that equipment.
25.5 Where the law permits the Supplier to retain title to installed equipment, ownership shall remain with the Supplier until payment in full.
25.6 Where equipment becomes permanently incorporated into a building or property such that retention of title or physical removal is restricted by property law, the Supplier’s rights shall be exercised only to the extent legally available.
25.7 Nothing in these Terms gives the Supplier a right to enter premises by force or without lawful authority.
⸻
26. RECOVERY OF SUPPLIER-OWNED EQUIPMENT
26.1 Where the Supplier retains legal title to unpaid equipment, the Supplier may require the Customer to provide reasonable access for lawful inspection, collection or recovery.
26.2 If the Customer fails or refuses to provide reasonable access, the Supplier may seek an appropriate legal remedy, including an order for delivery up or possession of the equipment.
26.3 The Supplier may recover equipment through lawful means where the Supplier has a legal right to do so.
26.4 The Supplier shall not use unlawful force, unlawful entry or other unlawful means to recover equipment.
26.5 Where equipment can lawfully be removed without causing unreasonable damage to the Customer’s property, the Supplier may seek its return following non-payment.
26.6 The Customer shall remain responsible for reasonable loss or damage to Supplier-owned equipment caused by the Customer’s negligence, misuse, wilful damage or failure to take reasonable care, subject to applicable law.
26.7 Recovery of equipment shall not prevent the Supplier from pursuing any remaining debt or other contractual remedy.
⸻
27. PROPERTY AND EQUIPMENT
27.1 The Customer shall not sell, dispose of, pledge or otherwise deal with equipment which remains the Supplier’s property.
27.2 The Customer shall notify the Supplier immediately if any Supplier-owned equipment is:
a. lost;
b. stolen;
c. damaged;
d. seized;
e. removed; or
f. claimed by a third party.
27.3 The Customer shall not intentionally interfere with equipment owned by the Supplier.
⸻
28. TERMINATION
28.1 The Agreement shall continue until the Products and Services have been supplied or until terminated in accordance with these Terms.
28.2 The Supplier may terminate the Agreement where the Customer commits a material breach and, where the breach is capable of remedy, fails to remedy it within a reasonable period following written notice.
28.3 The Supplier may terminate for non-payment where an undisputed amount remains unpaid after the Supplier has given reasonable written notice requiring payment.
28.4 Either party may terminate where the other party becomes insolvent, enters liquidation or administration, ceases or threatens to cease trading, or becomes subject to an analogous insolvency event, subject to applicable law.
28.5 On termination, the Customer shall pay for Products supplied and Services properly performed up to the termination date, subject to any statutory rights.
28.6 Termination shall not affect rights or liabilities which accrued before termination.
28.7 Any provisions intended by their nature to survive termination shall continue to apply, including provisions relating to payment, ownership, liability, confidentiality and intellectual property.
⸻
29. LIMITATION OF LIABILITY
29.1 Nothing in these Terms excludes or limits liability for:
a. death or personal injury caused by negligence;
b. fraud or fraudulent misrepresentation;
c. breach of any liability which cannot lawfully be excluded or limited; or
d. any other liability which cannot lawfully be excluded or limited.
COMMERCIAL CUSTOMERS
29.2 Subject to clause 29.1, the Supplier’s total aggregate liability arising out of or in connection with an Agreement shall not exceed the total amount paid or payable to the Supplier under the relevant Proposal during the 12 months preceding the event giving rise to the claim.
29.3 Subject to clause 29.1, the Supplier shall not be liable for:
a. loss of profit;
b. loss of revenue;
c. loss of business;
d. loss of anticipated savings;
e. loss of opportunity;
f. loss of goodwill;
g. loss of contracts; or
h. indirect or consequential loss.
29.4 The Supplier shall not be responsible for losses caused by:
a. Customer equipment;
b. Customer networks;
c. internet services;
d. broadband services;
e. mobile networks;
f. third-party applications;
g. Manufacturer cloud services;
h. Manufacturer software or firmware;
i. unauthorised modifications;
j. Customer misuse;
k. failure to follow instructions;
l. power failure outside the Supplier’s control; or
m. events outside the Supplier’s reasonable control.
29.5 The Supplier does not guarantee that a security system will prevent, detect or eliminate theft, burglary, fire, vandalism, intrusion or other loss.
DOMESTIC CUSTOMERS
29.6 Nothing in these Terms excludes or restricts the statutory rights of a Domestic Customer.
29.7 The Supplier does not seek to exclude liability which cannot legally be excluded or limited under consumer law.
29.8 Any limitation applicable to a Domestic Customer shall be interpreted only to the extent permitted by applicable law.
⸻
30. INSURANCE
30.1 The Supplier shall maintain appropriate insurance for its business activities.
30.2 The Customer remains responsible for insuring its premises, property, contents and risks arising from the use of the installed system.
30.3 The Supplier does not provide insurance against burglary, theft, fire, vandalism or other loss.
⸻
31. CUSTOMER INDEMNITY
31.1 This clause applies principally to Commercial Customers.
31.2 To the extent permitted by law, the Commercial Customer shall indemnify the Supplier against reasonable losses, claims, costs and expenses arising directly from:
a. the Customer’s breach of the Agreement;
b. the Customer’s negligence;
c. the Customer’s wilful misconduct;
d. misuse of Products;
e. unauthorised modification of the system; or
f. failure to obtain permissions for which the Customer is responsible.
31.3 Nothing in this clause requires a Domestic Customer to indemnify the Supplier for liability which cannot lawfully be transferred to the Customer.
⸻
32. INTELLECTUAL PROPERTY
32.1 Intellectual Property Rights belonging to the Supplier shall remain the Supplier’s property.
32.2 The Customer shall receive a non-exclusive right to use documents supplied by the Supplier to the extent reasonably necessary to operate the Products and Services.
32.3 Manufacturer software, firmware, trademarks, applications and documentation remain the property of their respective owners.
32.4 The Customer shall not copy, reproduce, reverse engineer or commercially exploit the Supplier’s proprietary materials except where permitted by law.
⸻
33. CONFIDENTIALITY
33.1 Each party shall keep confidential information received from the other party which is reasonably understood to be confidential.
33.2 This obligation shall not apply to information which:
a. is already publicly available;
b. becomes publicly available other than through breach of confidentiality;
c. was lawfully known before disclosure;
d. is required to be disclosed by law; or
e. is reasonably required to be disclosed to professional advisers, insurers, manufacturers, subcontractors or debt-recovery providers.
⸻
34. FORCE MAJEURE
34.1 Neither party shall be liable for delay or failure caused by circumstances outside its reasonable control.
34.2 Such circumstances may include:
a. severe weather;
b. fire;
c. flood;
d. war;
e. terrorism;
f. industrial disputes;
g. transport disruption;
h. power failure;
i. telecommunications failure;
j. internet outage;
k. cyber incidents;
l. manufacturer failure;
m. supplier failure;
n. shortage of equipment;
o. government action; or
p. other circumstances outside reasonable control.
34.3 The affected party shall take reasonable steps to minimise the effects of the event.
⸻
35. DISPUTES
35.1 The parties shall first attempt to resolve disputes through good-faith discussions.
35.2 A Commercial Customer and the Supplier may agree to mediation, adjudication or arbitration where appropriate.
35.3 Nothing in these Terms prevents either party from exercising a statutory right to adjudication where such a right applies.
35.4 A Domestic Customer shall retain all statutory rights and remedies.
35.5 The Supplier reserves the right to commence court proceedings to recover an undisputed debt.
⸻
36. NOTICES
36.1 Notices may be given by email, personal delivery or post using the contact details provided by the parties.
36.2 The Customer shall keep its contact details reasonably up to date.
36.3 The Supplier may send payment reminders and other contractual notices by email to the Customer’s nominated email address.
36.4 A party may establish that a notice was not received despite any deemed-delivery provision.
⸻
37. ASSIGNMENT AND SUBCONTRACTING
37.1 A Commercial Customer shall not assign or transfer its rights or obligations under an Agreement without the Supplier’s prior written consent, except where permitted by law.
37.2 The Supplier may subcontract any part of the Services.
37.3 The Supplier may assign or transfer an Agreement as part of a sale, restructuring or transfer of its business, provided the Customer’s legal rights are not unlawfully reduced.
⸻
38. THIRD-PARTY RIGHTS
38.1 A person who is not a party to the Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of the Agreement unless expressly stated otherwise.
⸻
39. SEVERANCE
39.1 If any provision of these Terms is found to be invalid, unlawful or unenforceable, that provision shall be modified or removed only to the extent necessary.
39.2 The remaining provisions shall continue in full force and effect.
⸻
40. WAIVER
40.1 Failure or delay by either party in exercising a right under these Terms shall not constitute a waiver of that right.
⸻
41. ENTIRE AGREEMENT
41.1 The Agreement consists of:
a. the Proposal;
b. these Terms and Conditions; and
c. any document expressly incorporated into the Proposal.
41.2 The Agreement supersedes previous agreements and understandings relating to the same subject matter.
41.3 Nothing in this clause excludes liability for fraud or fraudulent misrepresentation.
⸻
42. CHANGES TO THESE TERMS
42.1 The Supplier may update these Terms for future Agreements.
42.2 The version of the Terms applicable to an Agreement shall be the version incorporated into that Agreement at the time the Agreement is formed.
42.3 Changes to these Terms shall not retrospectively alter an existing Agreement unless agreed by the parties or permitted by law.
⸻
43. GOVERNING LAW AND JURISDICTION
43.1 These Terms and Conditions and each Agreement shall be governed by the law of England and Wales.
43.2 Commercial Customers submit to the exclusive jurisdiction of the courts of England and Wales.
43.3 Nothing in this clause prevents a Domestic Customer from exercising any mandatory legal right to bring proceedings in another court or jurisdiction where applicable.
⸻
44. CUSTOMER ACKNOWLEDGEMENT
By accepting a Proposal, placing an Order or instructing SmartTec Systems Limited to commence work, the Customer confirms that:
a. it has had a reasonable opportunity to read these Terms and Conditions;
b. it understands that Products and Services are supplied subject to these Terms;
c. it understands the payment obligations;
d. it understands that third-party internet, cloud, Manufacturer and monitoring services are outside SmartTec’s direct control;
e. it understands that security equipment does not guarantee prevention of crime or loss;
f. where applicable, it understands that SmartTec may retain ownership of Products until payment is received in full; and
g. where applicable, SmartTec may take lawful steps to recover outstanding money and Supplier-owned equipment.
⸻
45. DOMESTIC CUSTOMER – IMPORTANT INFORMATION
If you are purchasing wholly or mainly for purposes outside your trade, business, craft or profession, you may be a Domestic Customer/consumer.
Consumer law provides statutory rights relating to Products and Services, including rights concerning quality, conformity, satisfactory performance and remedies.
Where applicable, consumers may also have cancellation rights for distance and off-premises contracts.
Nothing in these Terms is intended to remove or restrict those rights.
⸻
46. COMMERCIAL CUSTOMER – IMPORTANT INFORMATION
If you are purchasing Products or Services for your business, trade or profession, you are a Commercial Customer.
Commercial Customers should note in particular:
a. invoices must be paid in accordance with the Proposal;
b. statutory interest may be claimed on qualifying overdue commercial debts;
c. reasonable debt-recovery costs may be recoverable where permitted by law;
d. Services may be suspended for overdue undisputed invoices;
e. ownership of unpaid Products may remain with SmartTec;
f. SmartTec may seek lawful recovery of equipment in which it retains title;
g. SmartTec may terminate for material breach or non-payment where permitted;
h. SmartTec’s liability is subject to the limitations contained in these Terms; and
i. security equipment does not constitute a guarantee against theft, intrusion, fire, vandalism or other loss.
⸻
47. SUPPLIER CONTACT DETAILS
SmartTec Systems Limited
Lavender House
Bleasby Road
Thurgarton
Nottinghamshire
NG14 7FW
Telephone: 0800 999 1230
Email: mailto:info@smarttec-systems.co.uk
Website: https://smarttec-systems.co.uk
Company Registration Number: 11766731
VAT Registration Number: 331 299 701