Terms & Conditions of Service

1.1 Definitions

1.1.1 “Company” refers to CompTech42 Ltd, registered at Little Letterpin Bungalow, Girvan, South Ayrshire, KA26 0HX, UK

1.1.2 “Client” refers to the person, firm, or company purchasing services from the Company.

1.1.3 “Services” refers to the services provided by the Company to the Client as specified in the quotation or agreement.

1.1.4 “Agreement” refers to the contract between the Company and the Client for the provision of the Services, incorporating these Terms and Conditions

2.1 Application of terms

2.1.1 These Terms and Conditions shall apply to and be incorporated into the Agreement.

2.1.2 Any variation to these Terms and Conditions shall only be binding when agreed in writing and signed by an authorized representative of the Company.

3.1 Quotations and orders

3.1.1 All quotations provided by the Company are valid for 30 days from the date of issue unless otherwise stated.

3.1.2 The Company reserves the right to withdraw or revise a quotation at any time before it is accepted by the Client.

3.1.3 Orders shall be deemed to be accepted when the Company issues a written acceptance of the order.

4.1 Provision of services

4.1.1 The Company shall use reasonable endeavours to supply the Services in accordance with the specification agreed with the Client.

4.1.2 The Company shall provide the Services with reasonable skill and care and in accordance with all applicable laws and regulations in Scotland.

4.1.3 Any dates quoted for the delivery of Services are approximate only, and the Company shall not be liable for any delay in delivery of the Services.

5.1 Client’s obligations

5.1.1 The Client shall provide the Company with all necessary information and materials required for the performance of the Services.

5.1.2 The Client shall ensure that any information provided to the Company is complete and accurate.

5.1.3 The Client shall cooperate with the Company in all matters relating to the Services.

6.1 Charges and payment

6.1.1 The charges for the Services shall be as set out in the quotation or as otherwise agreed in writing.

6.1.2 The Company shall invoice the Client upon completion of the Services or as otherwise agreed.

6.1.3 The Client shall pay each invoice submitted by the Company within 15 days of the date of the invoice.

6.1.4 All amounts payable by the Client are exclusive of VAT, which shall be added at the appropriate rate.

7.1 Intellectual property

7.1.1 All intellectual property rights in or arising out of the Services shall be owned by the Company unless stated otherwise through agreement with the Client.

7.1.2 The Company grants the Client a non-exclusive, non-transferable license to use the deliverables produced by the Company solely for the purpose of receiving and using the Services.

8.1 Confidentiality

8.1.1 Both parties undertake that they shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients, or suppliers of the other party.

8.1.2 Each party may disclose the other party’s confidential information to its employees, officers, representatives, or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Agreement.

9.1 Limitation of liability

9.1.1 Nothing in these Terms and Conditions shall limit or exclude the Company’s liability for death or personal injury caused by its negligence, or for fraud or fraudulent misrepresentation.

9.1.2 The Company shall not be liable to the Client for any loss of profit, loss of business, or any indirect or consequential loss arising under or in connection with the Agreement.

9.1.3 The Company’s total liability to the Client in respect of all other losses arising under or in connection with the Agreement shall not exceed the total charges paid by the Client under the Agreement.

10.1 Termination

10.1.1 Either party may terminate the Agreement by giving the other party not less than 30 days’ written notice.

10.1.2 Either party may terminate the Agreement with immediate effect by giving written notice to the other party if the other party commits a material breach of the Agreement and fails to remedy that breach within 14 days of being notified in writing to do so.

10.1.3 On termination of the Agreement for any reason, the Client shall immediately pay to the Company all outstanding unpaid invoices and interest.

11.1 Force majeure

11.1.1 The Company shall not be liable for any failure or delay in performing its obligations under the Agreement to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event includes any event beyond the Company’s reasonable control, including but not limited to strikes, lock-outs, or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation, or direction, accident, breakdown of plant or machinery, fire, flood, storm, or default of suppliers or subcontractors.

12.1 Governing law

12.1.1 The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Scotland.

12.1.2 The parties irrevocably agree that the courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).

13.1 General

13.1.1 The Company may at any time assign, transfer, subcontract, or deal in any other manner with all or any of its rights or obligations under the Agreement.

13.1.2 The Client shall not, without the prior written consent of the Company, assign, transfer, subcontract, or deal in any other manner with all or any of its rights or obligations under the Agreement.

13.1.3 If any provision or part-provision of these Terms and Conditions is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms and Conditions.

13.1.4 A waiver of any right or remedy under these Terms and Conditions or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.

13.1.5 A person who is not a party to the Agreement shall not have any rights to enforce its terms.

13.1.6 Except as expressly provided in these Terms and Conditions, the rights and remedies provided under these Terms and Conditions are in addition to, and not exclusive of, any rights or remedies provided by law.