TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS AND SERVICES

1. Definitions

In these Terms:

• “Company” means Invisualight Ltd (Company No. 14373799), registered in England with its registered office at 267 Alexandra Park Road, London, N22 7BJ.

• “Customer” means the person, firm or company purchasing Goods and/or Services from the Company.

• “Goods” means third-party software licences, subscriptions, and/or hardware products supplied by the Company.

• “Services” means any professional, advisory, or implementation services expressly set out in an Order. Services expressly exclude managed services unless agreed in writing.

• “Order” means any written or electronic order placed by the Customer and accepted by the Company.

• “Contract” means the agreement comprising these Terms and the relevant Order.

• “Vendor” means the third-party licensor, distributor, or manufacturer of the Goods.

• “Business Day” means a day other than a Saturday, Sunday or public holiday in England.

• “Confidential Information” means all non-public information disclosed in connection with the Contract.

2. Basis of Contract

1. These Terms apply to all Contracts and prevail over any Customer terms.

2. A Contract is formed upon the earlier of:

   • written acceptance of an Order; or

   • delivery, provisioning, or commencement of performance.

3. The Customer confirms it has not relied on any representation not expressly incorporated into the Contract.

4. No variation is binding unless agreed in writing by the Company.

3. Reseller Position and Vendor Dependency

1. The Company acts strictly as a reseller and intermediary.

2. The Company does not control or warrant Vendor products or services.

3. All Goods are supplied subject to Vendor terms, including licensing, service levels, and support frameworks.

4. The Company shall have no liability for:

   • Vendor performance, outages, or degradation

   • withdrawal, suspension, or modification of services

   • Vendor-imposed contractual or pricing changes

5. The Customer contracts directly with the Vendor for usage rights.

4. Orders, Pricing and Acceptance

4.1 Orders

1. Orders are irrevocable once accepted.

2. The Company may refuse or cancel Orders at its discretion prior to provisioning.

4.2 Pricing

1. Quotations are valid for 7 days and subject to Vendor pricing at the point of order.

2. The Company reserves the right to adjust pricing to reflect:

   • Vendor increases

   • exchange rate fluctuations

   • regulatory or tax changes

5. Delivery and Risk

Software

• Delivery occurs upon provisioning, licence key issuance, or portal access enablement.

• Delivery is deemed complete regardless of Customer activation.

Hardware

• Delivery dates are estimates only.

• Risk transfers upon delivery.

• Title transfers only upon cleared payment in full.

6. Payment and Credit Control

1. Payment terms are strictly 15 days from invoice date.

2. The Company may:

   • require advance payment

   • impose credit limits

   • withdraw credit at any time

3. Late payments:

   • accrue interest at 4% above Bank of England base rate

   • may trigger immediate suspension of licences and services

4. All outstanding sums become immediately due if:

   • payment terms are breached

   • insolvency risk is identified

5. The Customer shall not withhold or set off payment for any reason.

7. Subscription, Microsoft and Consumption Terms

1. Subscription services are billed based on actual usage and licence quantities.

2. Quoted values are indicative; invoicing reflects Vendor-reported consumption.

3. The Customer acknowledges Vendor-enforced commitments, including:

   • annual term lock-in (e.g. Microsoft NCE)

   • non-cancellable subscription periods

4. Failure to utilise licences does not relieve payment obligations.

5. A minimum of 45 days’ written notice is required to prevent renewal.

6. Mid-term termination does not extinguish financial liability for the committed term.

7. The Customer authorises licence growth without prior approval where required for operational continuity.

8. Customer Responsibilities

The Customer shall:

1. Independently assess suitability of Goods.

2. Ensure compliance with all Vendor terms and applicable law.

3. Maintain adequate:

   • cybersecurity controls

   • backups and disaster recovery

   • access management

4. Accept full responsibility for system configuration, operation, and security posture.

9. Services (Limited Scope)

1. Services are strictly limited to advisory or implementation tasks.

2. The Company provides no ongoing operational responsibility.

3. No warranty is given as to outcome, performance, or commercial benefit.

10. Warranties Disclaimer

1. All Goods are supplied “as is”.

2. The Company disclaims all implied warranties, including:

   • fitness for purpose

   • satisfactory quality

   • security effectiveness

3. Vendor warranties apply exclusively.

11. Returns and Cancellation

Software

• Non-cancellable and non-refundable once provisioned.

Hardware

• Subject to Vendor approval

• Minimum 25% restocking fee applies

12. Intellectual Property

1. All IP remains vested in the Vendor.

2. The Customer acquires a licence only.

3. No rights are granted beyond Vendor terms.

13. Data Protection

1. Each party shall comply with UK GDPR.

2. The Company acts as a controller unless otherwise agreed.

3. Data processing (if any) shall be governed by separate terms.

14. Limitation of Liability

1. Total aggregate liability shall not exceed the total fees paid in the preceding 12 months.

2. The Company excludes liability for:

   • loss of profit, revenue, or business

   • data loss or corruption

   • cyber incidents

   • Vendor failures

   • indirect or consequential losses

3. Liability is strictly limited to direct, proven losses.

15. Indemnity

The Customer shall indemnify the Company against all losses arising from:

• breach of Vendor terms

• misuse of Goods

• regulatory or compliance failures

16. Termination

1. The Company may terminate immediately if:

   • payment default occurs

   • insolvency risk arises

2. Subscription commitments survive termination.

3. All outstanding amounts become immediately payable.

17. Confidentiality

Each party shall protect Confidential Information and not disclose it without consent.

18. Force Majeure

No liability for delays or failures caused by events outside reasonable control, including Vendor disruption.

19. Assignment

The Company may assign or subcontract freely.
The Customer may not assign without consent.

20. General

1. Entire agreement clause applies.

2. Invalid provisions do not affect enforceability of the remainder.

3. No partnership or agency is created.

4. Errors and omissions excepted (E&OE).

21. Governing Law

This Contract is governed by the laws of England and Wales.
The parties submit to the exclusive jurisdiction of the English courts.