Terms and conditions

1. INTERPRETATION
1.1 The definitions and rules of interpretation in this section apply throughout these Terms and Conditions.
1.2 Conditions: These Terms and Conditions of Supply.
1.3 Confidential Information: Any information disclosed by one party (the disclosing party) to another (the receiving party) that is identified as confidential, or can reasonably be considered confidential.
1.4 Contract: Any contract between the Supplier and the Customer for the supply of Goods and/or Services, incorporating these conditions.
1.5 Customer: The person, firm, or company who purchases the Goods and/or Services from the Supplier.
1.6 Customer’s Equipment: Any equipment, systems, or facilities provided by the Customer and used in the supply of Goods and/or Services.
1.7 Document: Any written material, including maps, plans, graphs, drawings, photographs, films, negatives, tapes, or other devices containing visual images or data.
1.8 Goods: Any goods agreed in the Contract to be produced or sold by the Supplier to the Customer (including any parts thereof).
1.9 Input Material: Any documents, materials, data, or information provided by the Customer to the Supplier related to the Goods and/or Services.
1.10 Intellectual Property Rights: Any design rights, utility models, patents, inventions, logos, business names, trademarks, domain names, copyrights, moral rights, rights in databases, source codes, reports, drawings, specifications, trade secrets, software rights, rights against unfair competition, and rights to sue for passing off, whether registered or unregistered, in any jurisdiction.
1.11 Output Material: Any documents, materials, data, or information provided by the Supplier to the Customer related to the Goods and/or Services.
1.12 Services: Any services agreed in the Contract to be performed by the Supplier for the Customer, including services related to any Goods.
1.13 Supplier: logk.ltd and/or any company within the logk.ltd group designated to provide the Services.
1.14 Supplier’s Equipment: Any equipment, systems, or facilities provided by the Supplier or its subcontractors and used in the supply of Goods and/or Services.
1.15 Supply: The sale of Goods and/or the provision of Services by the Supplier to the Customer.

2. APPLICATION OF TERMS
2.1 Subject to any variation under clause
2.2, the Contract shall be governed by these Conditions, excluding all other terms and conditions (including any terms or conditions which the Customer attempts to apply under any purchase order, confirmation of order, specification, or other document).
2.2 These Conditions apply to the supply of all Goods and Services by the Supplier. Any variation to these Conditions or representations about Goods and/or Services shall have no effect unless expressly agreed in writing and signed by an authorized signatory of the Supplier. The Customer acknowledges that it has not relied on any statement, promise, or representation not set out in the Contract. This clause does not exclude or limit the Supplier’s liability for fraudulent misrepresentation.
2.3 Each order or acceptance of a quotation for Goods and/or Services by the Customer shall be deemed an offer by the Customer to purchase Goods and/or Services subject to these Conditions.
2.4 No order placed by the Customer shall be deemed accepted by the Supplier until the Supplier issues a written acknowledgment of the order.
2.5 Any quotation is given on the basis that no Contract shall exist until the Supplier dispatches a written acknowledgment of order to the Customer. Any quotation is valid for 30 days from its date, provided the Supplier has not withdrawn it earlier.

3. DESCRIPTION
3.1 The quantity and description of Goods and/or Services shall be as set out in the Supplier’s quotation or acknowledgment of order.
3.2 All drawings, descriptive matter, specifications, and advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s website, catalogues, or brochures, are provided solely to give an approximate idea of the Goods and Services described. They do not form part of the Contract.
3.3 If any Goods are to be manufactured, designed, programmed, built, or configured, and/or any process applied to them by the Supplier according to any Input Material or specification submitted by the Customer, the Customer shall indemnify the Supplier against any loss, damage, costs, and expenses incurred by the Supplier as a result of any claim for infringement of Intellectual Property Rights arising from the Supplier’s use of such Input Material or specification.

4. DELIVERY AND PERFORMANCE
4.1 Unless otherwise agreed in writing, any dates specified by the Supplier for delivery of Goods and/or performance of Services are estimates. Time for delivery shall not be of the essence. If no dates are specified, delivery and/or performance shall occur within a reasonable time. If expedited delivery is agreed, the Supplier may levy an extra charge.
4.2 The Supplier may deliver Goods in separate instalments, each of which shall be invoiced and paid for separately. Each instalment constitutes a separate Contract. Cancellation or termination of any one instalment does not entitle the Customer to repudiate or cancel any other instalment.
4.3 Performance of the Services shall be deemed completed when the Customer signs a completion certificate. Any agreed retention payments shall be calculated from that date.

5. CUSTOMER’S OBLIGATIONS
5.1 With respect to any Services that logk.ltd is to perform for the Customer, the Customer shall:
(a) Cooperate with logk.ltd in all matters relating to the Services.
(b) Provide logk.ltd, its agents, subcontractors, consultants, and employees, in a timely manner and at no charge, with access to the Customer’s premises, office accommodation, data, and other facilities as required by logk.ltd.
(c) Make available (at its own cost) such facilities and equipment as may be requested by logk.ltd, including but not limited to power sources, outlets, power lines, access points, cabling, and telecommunications or computer networking facilities, in the quantities, configurations, and locations specified by logk.ltd.
(d) Unless otherwise agreed in writing, be responsible (at its own cost) for preparing and maintaining the Customer’s premises (or any part thereof) for the performance of the Services, and for arranging any ancillary works needed before, during, or after the Services, including wiring, cabling, chasing, trenching, drilling, and making good.
(e) Be solely responsible for ensuring the safety of all of the Customer’s employees, invitees, and licensees present at the Customer’s premises during the performance of the Services (both inside and outside normal business hours). This includes restricting access to areas where Services are performed to those engaged in performing the Services or providing assistance.
(f) Inform logk.ltd of all health and safety rules, regulations, and any other reasonable security requirements applicable at the Customer’s premises.
(g) Ensure that all Customer’s Equipment is in good working order, suitable for its intended purpose in relation to the Services, and complies with all relevant UK standards or requirements.
(h) Obtain and maintain all necessary licenses and consents, and comply with all relevant legislation regarding the performance of the Services, the installation of Goods, the use of any Input Material, and the use of the Customer’s Equipment with respect to logk.ltd’s Equipment, all prior to the commencement of the Services.
(i) Keep and maintain logk.ltd’s Equipment in good condition, and shall not dispose of or use logk.ltd’s Equipment other than in accordance with logk.ltd’s written instructions or authorization.
(j) Effect and maintain appropriate insurance with respect to all possible risks related to the deployment of any person engaged by logk.ltd to perform the Services at the Customer’s premises, and provide evidence of such insurance to logk.ltd upon request.
5.2 Without prejudice to Condition
5.1, before the performance of the Services, the Customer shall remove any item from its premises that could obstruct the performance of the Services. The Customer will incur additional charges if logk.ltd must remove, dismantle, or dispose of any item at the Customer’s premises. The Customer acknowledges that no cleanup, redecoration, or restoration work will be carried out by logk.ltd and that any waste material resulting from the Services must be removed by the Customer at its own cost. If logk.ltd discovers issues at the Customer’s premises that materially affect its ability to perform the Services as quoted, logk.ltd may adjust the price. Any additional costs arising from delays or suspensions of the Services at the Customer’s premises (due to factors beyond logk.ltd’s control, e.g., industrial action) will be treated as a variation to the Customer’s original order, with the Customer responsible for such additional costs.

6. RISK AND TITLE
6.1 Risk in the Goods passes to the Customer upon delivery.
6.2 Ownership of the Goods shall not transfer to the Customer until logk.ltd has received in full (in cash or cleared funds) all amounts due, including:
(a) Payment for the Goods; and
(b) All other sums due to logk.ltd from the Customer on any account.
6.3 Until ownership of the Goods has passed to the Customer, the Customer shall:
(a) Hold the Goods on a fiduciary basis as logk.ltd’s bailee.
(b) Store the Goods (at no cost to logk.ltd) separately from other goods of the Customer or any third party so that they remain identifiable as logk.ltd’s property.
(c) Not destroy, deface, or obscure any identifying marks or packaging on the Goods.
(d) Maintain the Goods in satisfactory condition and insure them on logk.ltd’s behalf for their full price against all risks to logk.ltd’s satisfaction. The Customer shall produce the insurance policy to logk.ltd upon request.
6.4 The Customer’s right to possession of the Goods terminates immediately if:
(a) The Customer becomes bankrupt, makes an arrangement with creditors, takes any statutory relief for insolvent debtors, convenes a meeting of creditors, enters liquidation (except solvent voluntary liquidation for reconstruction or amalgamation), has a receiver or administrator appointed, or faces similar insolvency proceedings.
(b) The Customer suffers or allows legal or equitable execution or distress on its property, fails to observe contractual obligations, is unable to pay debts, or a secured lender enforces security.
(c) The Customer encumbers or charges any of the Goods.
6.5 The Customer grants logk.ltd, its agents, and employees an irrevocable license to enter any premises where the Goods are stored to inspect or recover them if the Customer’s right to possession has terminated, at the Customer’s cost.

7. PRICE
7.1 Unless otherwise agreed in writing, the price for Goods and/or Services will be as set out in logk.ltd’s written acknowledgment of order issued in accordance with Condition 2.5.
7.2 The price for Goods and/or Services is exclusive of value added tax. Unless otherwise agreed, the price includes all costs related to packaging, loading, unloading, carriage, and insurance for Goods, and travel, accommodation, and meal costs for Services.
7.3 The price of the Services will be as stated in logk.ltd’s written acknowledgment of order.
7.4 The Customer shall pay any additional sums required by logk.ltd due to the Customer’s instructions, inaccuracies in Input Material, or other causes attributable to the Customer, including any failure to fulfill obligations in Condition 5.1. logk.ltd reserves the right to increase the price of Goods or Services due to changes in delivery dates, quantities, specifications, or delays caused by the Customer. This includes Services performed outside normal hours (8am-5pm, Monday to Friday, excluding Bank Holidays).
7.5 logk.ltd may review and increase the price of Goods and/or Services, providing prior written notice of such an increase to the Customer.
7.6 If the price of materials significantly increases (more than 3%) through no fault of logk.ltd, the price will be adjusted accordingly. This includes delays in material delivery due to shortages. Significant price increases must be documented through quotes, invoices, or receipts.

8. PAYMENT
8.1 Unless otherwise agreed in writing, the price for Goods and/or Services shall be payable as follows:
8.1.1 50% of the Contract price upon receipt of logk.ltd’s written acknowledgment of order, with the balance due upon completion of the installation.
8.1.2 For contracts exceeding 30 days, a monthly invoice will be issued for works completed, payable within 7 days of issuance.
8.2 Time for payment is of the essence.
8.3 Payment is considered received only when logk.ltd has received cleared funds. If payment is made by cheque and it is returned unpaid, the Customer shall reimburse any bank charges incurred by logk.ltd.
8.4 All payments under the Contract become due immediately upon termination, regardless of other provisions.
8.5 The Customer shall make all payments in full without deduction unless there is a valid court order requiring the Supplier to make an equivalent payment to the Customer.
8.6 If the Customer fails to pay any sum due, interest at 8% above the base rate of HSBC Bank Plc will accrue daily until payment, whether before or after judgment. logk.ltd reserves the right to claim compensation and interest under the Late Payment of Commercial Debts (Interest) Act 1998, and the Customer shall reimburse logk.ltd for costs incurred in recovering payment.
8.7 Without prejudice to Condition 8.6, if the Customer fails to pay on time or if any event listed in Condition 6.4 occurs, logk.ltd may:
8.7.1 Suspend or cancel further delivery of Goods or performance of Services, including halting delivery of Goods in transit.
8.7.2 Withdraw or reduce any agreed credit limit.
8.7.3 Treat the Contract as repudiated by the Customer.
8.8 The Customer may not cancel any order for Goods and/or Services after logk.ltd’s written acknowledgment of order. If the Customer cancels or refuses to act on notifications from logk.ltd, logk.ltd may treat the Contract as repudiated and charge for reasonable expenses, including cancellation and restocking fees, travel, labor costs, and payments made to third parties.
8.9 Notwithstanding any remedy exercised by logk.ltd, the Customer remains liable to pay all amounts due at the Contract rate.

9. WARRANTIES
9.1. In cases where the Supplier is not the manufacturer of the Goods, the Supplier will make reasonable efforts to pass on any warranty or guarantee provided to the Supplier by the manufacturer to the Customer.
9.2. The Supplier warrants that, subject to the terms of these Conditions: (a) The Goods will be of satisfactory quality as defined by the Sale of Goods Act 1979 at the time of delivery. (b) If the Customer has specified that the Goods must be suitable for a particular purpose and this has been confirmed in the Supplier’s acknowledgment of order, then the Goods will be fit for that purpose upon delivery. (c) Any Services provided will be executed with reasonable skill and care.
9.3. The Supplier will not be liable for any breach of the warranties stated in Condition 9.2 unless: (a) The Customer provides written notice of the defect to the Supplier (and to the carrier if applicable) within 3 days of discovering, or when they should have discovered, the defect. (b) The Supplier is given a reasonable opportunity to inspect the Goods that the Customer claims are defective, and the Customer returns these Goods to the Supplier’s place of business at the Supplier’s expense if requested.
9.4. The Supplier will not be liable for breaches of the warranties in Condition 9.2 if: (a) The Customer continues to use the Goods after notifying the Supplier of the defect. (b) The defect arises because the Customer failed to follow instructions for storage, installation, use, maintenance, or good trade practices. (c) The defect results from any Input Material or specifications provided by the Customer, changes made by the Customer to such materials or specifications, or from the Customer’s failure to comply with Condition 5.1, or from normal wear and tear, intentional damage, negligence, abnormal working conditions, or misuse. (d) The full payment for the Goods and/or Services has not been made as stipulated in Condition 8.1. (e) The defect falls within a category specifically excluded by the Supplier in writing.
9.5. Subject to Conditions 9.3 and 9.4, if any Goods and/or Services do not meet the warranties in Condition 9.2: (a) The Supplier will, at its discretion, repair or replace the defective Goods (or the defective parts) or refund the price of the defective Goods at the pro-rata Contract rate. If the Supplier chooses to replace the Goods, it will deliver the replacement to the Customer at the Delivery Point at the Supplier’s expense, and ownership of the defective Goods will revert to the Supplier if it had previously passed to the Customer. (b) The Supplier will re-perform any Services that are not performed with reasonable skill and care or, at the Supplier’s discretion, refund any payments made by the Customer for those Services.
9.6. Once the Supplier has fulfilled its obligations under Condition 9.5, it will not have any further liability for breaches of the warranties in Condition 9.2 related to those Goods.

10. LIMITATION OF LIABILITY
10.1. Subject to Condition 9, the following outlines the total financial liability of the Supplier (including liability for its employees, agents, and subcontractors) to the Customer regarding: (a) Any breach of these Conditions. (b) Any use or resale by the Customer of the Goods or any product incorporating the Goods. (c) Any representation, statement, or tortious act or omission, including negligence, arising from or related to the Contract.
10.2. All implied warranties, conditions, and other terms, except for those under section 12 of the Sale of Goods Act 1979 and section 2 of the Supply of Goods and Services Act 1982, are excluded to the fullest extent permitted by law.
10.3. Nothing in these Conditions excludes or limits the Supplier’s liability for: (a) Death or personal injury caused by the Supplier’s negligence. (b) Liability under section 2(3) of the Consumer Protection Act 1987. (c) Any matter that cannot legally be excluded or attempted to be excluded. (d) Fraud or fraudulent misrepresentation.
10.4. Subject to Conditions 10.2 and 10.3: (a) The Supplier’s total liability arising from or related to the Contract, in any form (contract, tort, misrepresentation, etc.), will be limited to the Contract price. (b) The Supplier will not be liable for loss of profit, loss of business, or depletion of goodwill, whether direct, indirect, or consequential, or any claims for consequential compensation arising from the Contract.

11. INDEMNITY
The Customer agrees to indemnify the Supplier against all direct, indirect, or consequential liabilities, including loss of profit, business, or goodwill, and any costs or expenses (including legal fees) incurred by the Supplier as a result of claims made against the Supplier related to the Customer’s use of Goods and/or Services or the Customer’s failure to meet any obligations under these Conditions or the Contract.

12. CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY RIGHTS
12.1. The Customer acknowledges that the Supplier may disclose Confidential Information while providing Goods and/or Services. The Customer agrees to keep this information confidential and not share it with any third party without the Supplier’s prior written consent.
12.2. The Customer recognizes the Supplier’s ownership of Intellectual Property Rights in any Output Material, Goods, and/or Services provided under the Contract and agrees not to dispute this ownership. The Customer will not acquire any Intellectual Property Rights or licenses related to these Rights and will not attempt to register or claim any such Rights. Any Intellectual Property Rights developed by the Supplier in performing the Services or producing Goods will vest in the Supplier.

13. ASSIGNMENT/SUBCONTRACTING
13.1. The Supplier may assign the Contract or any part of it to any person or entity.
13.2. The Customer may not assign the Contract or any part of it without the Supplier’s prior written consent.
13.3. The Supplier may subcontract any or all obligations under the Contract, but the Customer may not.

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14. FORCE MAJEURE
The Supplier may delay delivery or performance, cancel the Contract, or reduce the quantity of Goods and/or Services ordered if prevented or delayed by circumstances beyond its reasonable control, including acts of God, governmental actions, war, terrorism, riots, fire, flood, epidemic, labor disputes, or supply issues. If such an event continues for over 180 days, the Customer may terminate the Contract by written notice.

15. GENERAL
15.1. Each right or remedy of the Supplier under the Contract is in addition to any other right or remedy available, whether under the Contract or otherwise.
15.2. If any provision of the Contract is found to be illegal, invalid, void, or unenforceable, it will be severed, and the remaining provisions will continue in effect.
15.3. If the Customer recruits any of the Supplier’s staff, the Customer agrees to pay the Supplier a recruitment fee of 25% of the staff member’s first-year salary.
15.4. A delay or failure by the Supplier to enforce any provision of the Contract does not constitute a waiver of its rights.
15.5. A waiver by the Supplier of any breach or default does not waive any subsequent breaches or defaults and does not affect other terms of the Contract.
15.6. The Contract does not intend to create enforceable rights for third parties under the Contracts (Rights of Third Parties) Act 1999.
15.7. The Contract will be governed by English law, and the parties submit to the exclusive jurisdiction of the English courts.

Registered Address: 3 Vickers house, 3 hornchurch road, UB10 0YG, Greater London.Company No: 14242566Registered in: England and Wales