Master Terms & Conditions

Master Terms & Conditions

1. Definitions and Interpretation
1.1 In these Terms:
“Agreement” means the Order Form, these Master Terms, the applicable Schedule(s), any Statement of Work, and any Master Service Agreement (if applicable).
“Applicable Law” means all laws, statutes, regulations and codes in force from time to time in England and Wales.
“Bribery Laws” means the Bribery Act 2010 and all other Applicable Law in connection with bribery, corruption or fraud.
“Customer” means the entity purchasing Goods or Services from technologE.
“Goods” means equipment, hardware or other tangible items supplied by technologE.
“Services” means the services supplied by technologE under the applicable Schedule(s).
“Order Form” means the document agreed between the parties specifying the Services, Goods, Charges, Service Effective Date(s), Minimum Term(s), and any special conditions, and includes any signed proposal issued by technologE and accepted by the Customer.
“Price List” means technologE’s then-current published list(s) of charges, tariffs, fees or rates applicable to Goods and/or Services, as amended from time to time. For clarity, the applicable Price List for an Order shall be determined by the Order Form or relevant Schedule.
“Schedule” means a service-specific schedule forming part of this Agreement.
“SoW” means a Statement of Work setting out deliverables, milestones and commercial terms.
“MSA” means a Master Service Agreement entered into separately between the parties (if any).
“Start Date” (also referred to as the “Service Effective Date” or “Effective Start Date”) means the date specified in the Order Form on which a Service commences. Where an Order Form states “TBC” or “from installation/connection”, the Start Date shall be the date on which the relevant Service is actually made available or delivered.
“Minimum Term” (also referred to as the “Term”) means, in respect of each Service, the minimum duration specified in the Order Form or applicable Schedule (expressed in months), commencing on the Start Date.
1.2 technologE may maintain multiple Price Lists for different Goods and Services. The relevant Price List applicable to an Order shall be identified in the Order Form or Schedule.
1.3 Headings are for convenience only and do not affect interpretation.
 

2. Agreement Structure and Precedence
2.1 Each Order Form signed by both parties constitutes a binding Agreement, incorporating these Master Terms and the relevant schedule(s).
2.2 The Agreement shall continue until terminated in accordance with clause 16.
2.3 If there is any conflict, the order of precedence shall be:
(a) any Master Service Agreement (if applicable);
(b) the Order Form;
(c) the applicable Schedule or SoW;
(d) these Master Terms;
(e) the relevant Price List.
2.4 No terms proposed by the Customer shall apply unless expressly agreed in writing by a director of technologE.
 

3. Term of Services and Renewal
3.1 These Master Terms commence on the date of the first signed Order Form (including any signed proposal) incorporating them (the “Master Terms Effective Date”) and remain in force until terminated in accordance with clause 16.
3.2 Each Service shall commence on its Service Effective Date as set out in the relevant Order Form.
3.3 Each Service shall continue for the Minimum Term stated in the Order Form.
3.4 At the end of the Minimum Term, each Service shall automatically renew for successive periods of twelve (12) months (each a “Renewal Term”), unless either party serves no less than ninety (90) days’ written notice of termination prior to the expiry of the Minimum Term or any Renewal Term upon the other party.
3.5 Clause 3.4 shall not apply to any Service regulated by Ofcom (including but not limited to mobile, fixed line and connectivity Services). In such cases, renewal and termination shall be governed by the rules and requirements imposed by Ofcom, and technologE shall provide notice of renewal in accordance with such requirements.
3.6 Termination or expiry of one Service shall not affect the continuation of any other Service under this Agreement.
 

4. Charges and Payment
4.1 Our Charges are set out in the Order Form, relevant Schedule, or applicable Price List. Charges may be presented on a unit, bundled, or solution basis. Where Charges are expressed as a solution price, the Customer acknowledges that no further breakdown of unit prices are required and that such solution price shall be binding for the Goods and/or Services described.
4.2 All Charges exclude VAT and other applicable taxes.
4.3 Invoices are payable within 30 days of the invoice date unless stated otherwise.
4.4 technologE may suspend Services or withhold delivery of Goods if the Customer fails to pay undisputed sums by the due date.
4.5 Interest shall accrue on overdue amounts after 30 days at a rate of 4% above the Bank of England base rate.
4.6 Payment Method and Additional Charges:
(a) Recurring Charges shall be paid by direct debit unless otherwise agreed.
(b) Payments not by direct debit may attract an administration fee (as per the relevant Price List).
(c) technologE may charge a fee (as per the relevant Price List) for returned or failed direct debits

(d) Invoices will be issued electronically; paper billing may attract a fee (as per the relevant Price List).
(e) technologE may amend a Price List from time to time by giving the Customer not less than 30 days’ notice.
4.7 All amounts due shall be paid without set-off, counterclaim or deduction.
4.8 technologE may set and vary credit limits and may withhold supplies if the Customer exceeds them.
4.9 Annual CPI Adjustment on or before the 1st April each year, technologE may increase the recurring Charges by a percentage equal to the annual increase (if any) in the Consumer Prices Index (CPI) published by the Office for National Statistics (or any successor index). technologE will notify the Customer of any such increase in advance.
4.10 Supplier Cost Pass-Through In addition to clause 4.9, if a third-party vendor or supplier increases its prices, imposes new charges, or otherwise increases technologE’s cost of supplying any Goods or Services under this 
Agreement, technologE may increase the corresponding Charges to reflect such increase in cost (including any associated administrative or operational costs), with effect from the date the increase takes effect.
4.11 Variation of Price Lists technologE may amend any Price List (including administration fees and ancillary charges) by giving the Customer not less than thirty (30) days’ written notice. For Services regulated by Ofcom, the Customer may have a right to terminate in accordance with applicable Ofcom rules. For all other Services, such amendments 
shall be binding on the Customer from the effective date of the change.
 

5. Variation of Agreement
5.1 These Master Terms may only be varied by written agreement signed by a director of technologE. This does not apply to changes to Charges made under clauses 4.9, 4.10 or 4.11.
 

6. Title, Risk and Finance Arrangements
6.1 Risk in Goods passes on delivery to you.
6.2 Title in Goods remains with technologE until full payment has been received.
6.3 Until title passes, the Customer shall keep our Goods separate, identifiable and in good and workable condition, and shall not charge, pledge or encumber them in any way.
6.4 Third-Party Finance: Where Goods are provided under finance arrangements:
(a) Risk passes to the Customer on delivery;
(b) Customer must insure and safeguard Goods from delivery;
(c) Customer’s obligations are not conditional on technologE receiving payment from the funder;
(d) Title remains with technologE (or the funder, if assigned) until full payment has been received.
 

7. Customer Obligations and Indemnities
The Customer shall:
(a) provide information, access and cooperation as reasonably required;
(b) comply with Applicable Law;

(c) use Goods and Services lawfully;
(d) ensure end-user compliance with the Agreement and relevant Fair Usage Policies;
(e) insure Goods once risk passes;
(f) indemnify technologE against all claims, damages, fines, penalties, losses, costs and expenses arising from:
(i) the Customer’s breach of this Agreement or Applicable Law;
(ii) Customer Data or materials supplied by the Customer;
(iii) misuse or unauthorised use of the Services by the Customer or its end-users;
(iv) any claim that use of Customer-provided information or instructions infringes third-party rights.
 

8. Warranties
8.1 technologE warrants that:
(a) Services will be provided with reasonable care and skill;
(b) Goods will materially conform to their description and be free from material defects on delivery.
8.2 Except as expressly set out in this Agreement, all warranties, conditions or representations (statutory or otherwise) are excluded to the fullest extent permitted by law.
8.3 Each Schedule may contain additional service-specific warranties or remedies.
 

9. Intellectual Property
9.1 All Intellectual Property Rights remain with technologE or its licensors.
9.2 The Customer receives only such licence rights as expressly granted in the applicable Schedule, SoW or licence terms.
9.3 The Customer shall not copy, adapt, reverse-engineer, decompile, distribute, sublicense, assign or otherwise use any Intellectual Property except as expressly permitted.
9.4 technologE may use know-how, techniques or general skills gained during the provision of Services for its business purposes.
 

10. Anti-Bribery and Compliance
10.1 Each party shall comply with Bribery Laws and have adequate procedures to prevent bribery.
10.2 Neither party shall make, receive or allow any bribe or improper payment.
10.3 Breach of this clause shall be deemed a material breach not capable of remedy.
 

11. Confidentiality
11.1 Each party shall keep confidential all Confidential Information of the other.
11.2 Exceptions apply to information which is: (a) public; (b) independently developed; (c) lawfully received; or (d) required by law/regulator.
11.3 This clause shall be applicable during the term of this engagement and survive termination for a period of five (5) years.
11.4 Confidential Information that is Personal Data shall also be subject to clause 12

12. Data Protection
12.1 Each party shall comply with UK GDPR and the Data Protection Act 2018.
12.2 technologE shall act as processor on behalf of the Customer in relation to Personal Data only in accordance with the Customer’s instructions.
12.3 A separate Data Processing Agreement shall apply.
 

13. Liability
13.1 Nothing in this Agreement limits or excludes liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) wilful misconduct; or
(d) any liability which cannot lawfully be excluded.
13.2 Default Liability Cap
Subject to clause 13.1, technologE shall have no liability to the Customer under or in connection with this Agreement, except to the extent a liability cap is expressly set out in a Schedule, SoW or MSA. Where such a cap is specified, technologE’s aggregate liability shall not exceed that cap.
13.3 Subject to clauses 13.1 and 13.2, technologE shall not be liable for:
(a) consequential, indirect or special losses;
(b) loss of profit, revenue, savings, contract or opportunity;
(c) loss or corruption of data, software or systems;
(d) damage to equipment or loss of use/production;
(e) harm to reputation or goodwill;
(f) wasted expenditure.
13.4 The Customer acknowledges that technologE is not liable for any viruses, malware, security breaches or loss or corruption of data, whether or not technologE provides backup, disaster recovery or security services. Where such services are expressly agreed in a Schedule or SoW, technologE’s sole responsibility shall be to perform those services with reasonable care and skill, and the Customer remains responsible for ensuring its overall backup, security and data protection measures are adequate.
13.5 Where technologE resells or bundles third-party services, remedies are limited to those technologE is entitled to obtain from the third-party supplier.
 

14. Suspension of Services
14.1 technologE may suspend Services if:
(a) the Customer fails to pay undisputed sums;
(b) the Customer breaches the relevant Fair Usage Policy (as set out in the relevant Schedule);
(c) technologE reasonably suspects misuse, fraud or unlawful activity;
(d) suspension is necessary for operational/security reasons;
(e) required by law or regulator.
14.2 Charges continue to accrue during suspension.
 

15. Dispute Resolution
15.1 The parties shall first attempt in good faith to resolve disputes by escalation to senior management.
15.2 If unresolved within 30 days, either party may refer the dispute to an independent mediation service in England and Wales agreed by the parties.
15.3 If unresolved through mediation, the dispute shall be determined by the courts of England and Wales in accordance with clause 23.
 

16. Termination
16.1 technologE may terminate immediately if the Customer:
(a) commits a material breach which in the absolute opinion of technologE is not capable of remedy;
(b) commits a material breach capable of remedy but fails to remedy within 14 days of notice;
(c) fails to pay sums due within 30 days of notice;
(d) loses any licence/authorisation necessary to perform the Agreement;
(e) has supplier permissions withdrawn and technologE cannot reasonably replace them.
16.2 Either party may terminate immediately if the other:
(a) ceases or threatens to cease business;
(b) is unable to pay debts or becomes insolvent;
(c) enters administration, CVA, moratorium or similar procedure;
(d) has a receiver, manager or liquidator appointed;
(e) is wound up, petitioned or subject to analogous proceedings.
16.3 Customer must notify technologE immediately of events entitling termination.
16.4 Termination does not affect accrued rights or obligations.
 

17. Force Majeure
Neither party shall be liable for delay or failure due to events beyond its reasonable control, including natural disasters, strikes, or telecoms/network outages.
 

18. Assignment and Subcontracting
18.1 The Customer may not assign, subcontract or transfer rights without consent, and shall not create any charge, lien or encumbrance over Goods or Services.
18.2 technologE may subcontract but remains responsible for performance.
 

19. Entire Agreement
19.1 This Agreement is the entire agreement between the parties.
19.2 Each party acknowledges it has not relied on any representation not expressly set out in this Agreement.
 

20. Third Party Rights
No person other than the parties has any rights under the Contracts (Rights of Third Parties) Act 1999.
 

21. Notices
21.1 Notices must be in writing and sent to the registered office of the recipient or, in the case of technologE, by email to hello@technologe.co.uk, or to such other address as notified by technologE.
21.2 Notices are deemed received: (a) when delivered by hand; (b) two Business Days after posting; (c) at time of email transmission (unless error notice received)

22. Survival
Clauses relating to confidentiality, data protection, liability, title & risk, governing law and jurisdiction shall survive termination.
 

23. Governing Law and Jurisdiction
This Agreement shall be governed by the laws of England and Wales, and disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales