Re-solution Data Ltd – Terms and Conditions of Sale
These terms apply to business customers purchasing hardware, professional services or managed services from Re-solution Data Ltd (“Re-solution”), where incorporated into the relevant quotation, purchase order, Statement of Work (SoW) or service agreement.
1. Hardware Supply Terms
1.1 Delivery: Delivery dates are estimates unless expressly agreed otherwise in writing. Re-solution may arrange delivery through manufacturers, distributors or third-party carriers.
1.2 Risk and Title: Risk in the goods passes to the Customer upon delivery to the agreed delivery location, subject to any alternative arrangements expressly agreed in writing. Ownership remains with Re-solution until full payment for the goods has been received.
1.3 Inspection and Shortages: The Customer must inspect deliveries promptly, check quantities against the delivery documentation and record any visible damage or discrepancies. Any shortages, incorrect items or transit damage should be reported in writing within five (5) business days of delivery, together with available supporting evidence. Failure to report within this period may affect the investigation or recovery of a claim but does not automatically extinguish the Customer’s statutory or contractual rights.
1.4 Warranties: Hardware is supplied with applicable manufacturer warranties. Re-solution will provide reasonable assistance with valid warranty claims. Nothing in this clause excludes any non-excludable obligations relating to the supply of goods.
1.5 Payments: Invoices for hardware, software & licenses are raised upon shipment of the goods. Invoices are payable within thirty (30) calendar days unless otherwise agreed in writing.
1.6 Liability: Re-solution is not responsible for losses caused solely by the Customer’s misuse, unauthorised modifications or improper storage of equipment. Other liability is subject to Section 4.
2. Professional Services Terms
2.1 Scope: Professional services are delivered in accordance with the agreed SoW, including specified activities, deliverables, assumptions and exclusions. Additional work requires written approval and may incur additional charges.
2.2 Customer Responsibilities: The Customer shall provide timely access, accurate information, necessary approvals and suitable working conditions.
2.3 Project Delays: Project schedules may be reasonably adjusted where delays arise from Customer dependencies, third-party suppliers or circumstances outside Re-solution’s reasonable control. Re-solution will notify the Customer of material delays and take reasonable steps to mitigate their impact.
2.4 Acceptance: The Customer shall review completed deliverables within five (5) business days and notify Re-solution in writing of any material non-conformity against the agreed SoW. Re-solution shall have a reasonable opportunity to correct any verified non-conformity. Acceptance shall not be unreasonably withheld or delayed.
2.5 Payments: Invoices are payable within thirty (30) calendar days unless otherwise agreed in writing. Undisputed overdue amounts may attract statutory late-payment interest and recovery costs where applicable.
2.6 Liability: Re-solution shall exercise reasonable care and skill in delivering professional services. Liability is subject to Section 4.
3. Managed Services Terms
3.1 Service Scope: Managed services are provided in accordance with the signed Managed Services Agreement, applicable Service Level Agreement (SLA), service schedules and agreed equipment inventory.
3.2 Service Levels: Response times, service availability, maintenance windows and performance commitments are governed by the applicable SLA. No service level is guaranteed unless expressly stated in writing.
3.3 Exclusions: Re-solution is not responsible for service failures to the extent caused by Customer actions or omissions, unsupported equipment, unauthorised changes, inadequate connectivity or failures of third-party services outside Re-solution’s contractual responsibility or reasonable control.
3.4 Customer Responsibilities: The Customer shall maintain necessary licences, suitable operating conditions, access permissions and applicable manufacturer support arrangements, unless expressly included within the managed service.
3.5 Third-Party Providers: Re-solution may coordinate and escalate incidents involving third-party providers but does not guarantee their performance unless expressly agreed in writing.
3.6 Service Credits: Where expressly provided in the applicable SLA, service credits shall be calculated and applied in accordance with that SLA. They shall constitute the exclusive financial remedy for the specified SLA failure only where expressly agreed and legally enforceable.
3.7 Liability: Liability arising from managed services is subject to Section 4 and any specifically agreed liability provisions in the signed Managed Services Agreement.
4. General Liability
Neither party shall be liable for indirect or consequential losses, including loss of anticipated profits or business opportunities, except where such liability cannot lawfully be excluded.
Subject to the exclusions below, Re-solution’s aggregate liability arising under an applicable contract shall not exceed 100% of the charges paid or payable under that contract during the preceding twelve (12) months, or the total contract value where the contract duration is shorter.
Nothing in these terms excludes or limits liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation or any other liability that cannot lawfully be excluded or limited.
All exclusions and limitations apply only to the extent permitted by applicable law.
5. Contractual Priority and Governing Law
Where a signed agreement or expressly accepted SoW contains provisions that conflict with these terms, the specifically agreed provisions shall prevail to the extent of the conflict.
These terms are governed by the laws of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction, subject to any mandatory legal requirements.
6. Re-solution Data Ltd details
Re-solution Data Ltd is a company incorporated in England and Wales with registered number 09422622 whose registered address is 167-169 Great Portland Street, London, W1W 5PF and it operates the Website https://re-solution.co.uk. The registered VAT number is 205569213.
You can contact Re-solution Data Ltd by email on [email protected].
