Terms & Conditions

TERMS & CONDITIONS OF SALE

DEFINITIONS
“Customer” refers to the entity placing the order.
“Terms” denotes these sale and supply conditions.
“Agreement” represents any contract between Tutela and the Customer for the sale and/or provision of Products as per these Terms, which includes an Order Confirmation, these Terms, and any relevant Special Terms.
“Order Confirmation” is Tutela’s written agreement of an order, endorsed by a certified representative of Tutela, in the form of an order confirmation, whether conveyed to the Customer via email or other means.
“Products” denotes goods or services as specified in the Agreement to be provided to the Customer by Tutela.
“Special Terms” represent all explicit terms concerning the sale or provision of Products to the Customer (including, but not confined to, descriptions, costs, and stipulated locations and delivery dates) present in or referenced in the Order Confirmation

APPLICATION OF THESE TERMS

2.1 These Terms are integral to and are considered part of any Order Confirmation as if explicitly outlined therein unless Tutela and the Customer sign a distinct written accord concerning such Order Confirmation or the Products described therein.
2.2 No alternate terms or conditions (including, unequivocally, any terms or conditions delivered by the Customer to Tutela at any juncture, whether prior or subsequent to these Terms being made available to the Customer) will pertain to any Order Confirmation or any Products described therein, barring what’s explicitly provided in these Terms.
2.3 In case of any discrepancy between these Standard Terms and the Special Terms, these Standard Terms will take precedence unless expressly and explicitly modified by the Special Terms.
2.4 When Tutela presents or otherwise informs the Customer of any third-party or other Product-specific terms applicable to certain Products, the Customer must consistently adhere to such terms; and safeguard Tutela, ensuring Tutela remains protected against all actions, claims, and processes, and all losses, charges, damages, and costs suffered or incurred by Tutela or any of its affiliates due to or related to the Customer’s non-compliance with said terms.

QUOTATIONS AND PRICING
3.1 Any price estimate provided by Tutela hinges on Tutela securing satisfactory credit and payment references concerning the Customer. Unless otherwise specified, an estimate remains valid for 14 days, after which it expires and is no longer binding on Tutela. Every estimate is open to correction by Tutela for any mistakes or oversights.
3.2 The Customer understands that as a distributor, the costs and charges Tutela incurs for the provision of the Products can fluctuate. Therefore, any confirmed purchase orders billed periodically will be charged based on the prevailing price on the invoice date. Any variations in the charges outlined in the estimate will only mirror an increment or decrement in direct expenses for Tutela in delivering the Products. All other validated purchase orders will be charged based on the price when Tutela acknowledges the order.
3.3 Unless specified by Tutela in the estimate or Order Confirmation, prices do not include VAT but cover all delivery costs (including, but not restricted to, shipping, packaging, and transit insurance expenses).

DELIVERY
4.1 Tutela will provide Products to the Customer in line with the applicable Agreement.
4.2 The delivery of any items included in the Products is considered complete when the items are handed over by or on behalf of Tutela, or when the Customer or an entity contracted by the Customer for transportation physically acquires the items. The risk of loss or damage to these items transfers to the Customer upon delivery. Despite the above, the risk of loss or damage to items returned to Tutela for the purpose of product delivery remains with the Customer at all times.
4.3 Any delivery date specified by Tutela for any Product is purely an estimation. Tutela will not be held accountable for any delivery delays. Delivery timelines will not be of paramount importance in any agreement between Tutela and the Customer. Tutela is not liable for delays or failures to deliver resulting from circumstances beyond its reasonable control.
4.4 Tutela reserves the right to choose any method of transportation for product delivery and can dispatch the Products in multiple batches.

STORAGE
Should Tutela not receive adequate instructions from the Customer to dispatch any Products within 7 days after informing the Customer that the Products are set for dispatch, Tutela has the discretion to organize storage for the Products, either at its facility or another location, on behalf of the Customer. All expenses for storage, insurance, transportation, and demurrage (including Tutela’s storage fees and related costs) will be borne by the Customer.

CANCELLATION OF ORDERS
6.1 If the Customer cancels all or part of an order less than 72 hours before the anticipated delivery date, and if Tutela requires, the Customer must pay Tutela a cancellation fee equivalent to 25% of the order’s value, subject to a minimum fee of £25.
6.2 Orders for Products custom-made for the Customer cannot be cancelled.

RETURNS

7.1 The Customer may return non-defective goods under the following conditions: (a) Tutela has provided prior written consent; (b) the return request is made within 14 days of receiving the associated Products; (c) the products are appropriately packed to maintain their condition during transport; and (d) the items are within the manufacturer’s original packaging, remain in a sellable state, and any software packaging or seals remain intact. Should the Customer return any non-faulty Products, they must, at Tutela’s discretion, pay a restocking fee of 25% of the order’s value, subject to a minimum fee of £25.

PAYMENT

8.1 All fees, charges, costs, and expenditures outlined in the respective Contract must be paid by the Customer to Tutela.
8.2 Except when otherwise agreed in writing, all amounts owed by the Customer to Tutela must be settled in UK pounds sterling within 30 days of invoice receipt, through payment methods specified by Tutela.
8.3 All payments under the Contract must be comprehensive, devoid of any set-off, limitation, condition, or counterclaim, and without any reductions or withholdings, except as mandated by law. If the law requires any such deduction or withholding, the Customer shall pay Tutela an additional sum to ensure Tutela receives the total amount it would have received had no such deduction or withholding been necessary.
8.4 Tutela may bill the Customer after the dispatch or provision of the Products. Tutela retains the right to invoice the Customer for Products delivered in portions, post the dispatch or provision of each segment.
8.5 NOT USED.
8.6 Tutela can levy interest on any billed sum unpaid by the Customer on its due date. Interest will accrue daily from the due date to the actual payment date, at 4% annually above the Bank of England’s base lending rate.
8.7 Within 14 days of receiving the invoice, the Customer must inform Tutela in writing of any discrepancies.
8.8 The credit limit of the Customer can be altered or revoked without advance notice.
8.9 Ownership of any goods provided to the Customer will only transfer upon full payment for those goods in cleared funds. As long as ownership of any Products remains with Tutela, the Customer should:

  • keep such Products in a fiduciary capacity as Tutela’s custodian;
  • store these Products (at no expense to Tutela) to make them easily distinguishable as Tutela’s property;
  • avoid damaging, marking, or obscuring any identification label or packaging related to these Products;
  • keep these Products in good condition and insure them at their full value on behalf of Tutela. Upon request, the Customer must present the insurance policy to Tutela; and hold the insurance proceeds as mentioned in Condition 8.9(D) in trust for Tutela without commingling them with other funds or depositing into an overdrawn account.
  • The Customer can resell the Products during regular business activities at their full market value, holding a portion of the sales proceeds equivalent to the amount they owe to Tutela in trust for Tutela.
  • The Customer’s right to the Products will be immediately forfeited if they undergo any insolvency situations as noted in Conditions 11.1(B).

WARRANTIES

9.1 Tutela shall deliver any services to be delivered by Tutela and comprised within the Products with reasonable skill and care.
9.2 Any warranty offered by any Product manufacturer will be passed onto the Customer to the extent permitted by the terms of such warranty. Tutela’s sole obligation under this Condition 9.2 shall be at its option to repair or replace (or procure the repair or replacement of) the Products or any part thereof to the extent provided for pursuant to the applicable manufacturer’s warranty.
9.3 Tutela does not warrant that any Product purchased by the Customer is compatible with the Customer’s own, or any third party, hardware or software. The Customer is advised to contact the manufacturers direct to ascertain compatibility of hardware and software.
9.4 Without prejudice to anything in this Condition 9, the Customer shall carefully inspect the Products on delivery and Tutela shall not be liable for the delivery of faulty Products unless written notice is given to Tutela within 7 days of the date upon which the Products were delivered or, in respect of latent defects not apparent on immediate inspection, within 7 days of the date upon which the defect was discovered.
9.5 Tutela reserves the right to require that all faulty Products be returned to Tutela. In that event Tutela shall pay the cost of carriage by normal means on returned Products and any repaired or replacement Products will be delivered free of charge by Tutela to (at Tutela’s discretion) the location from which they were despatched by the Customer or such other location as Tutela may reasonably determine or the parties may agree.
9.6 Save as expressly set out in these Conditions, neither Party gives any representation or warranty (express or implied) in respect of the subject matter of any Contract. All warranties, conditions and other terms implied by statute or common law (save for conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

LIMITATION OF LIABILITY

10.1 Nothing in these Conditions shall exclude or limit the liability of any party for (i) death or personal injury resulting from the negligence of that party or its directors, officers, employees, contractors or agents; (ii) fraud and/or fraudulent misrepresentation by that party or its directors, officers, employees, contractors or agents; or (iii) any other losses to the extent they are not capable of being excluded or limited by applicable law.
10.2 Subject to Condition 10.1:
Tutela’s maximum aggregate liability for all claims arising under or in connection with any Contract, whether in contract or tort (including negligence), for misrepresentation, breach of any duty (including strict liability) or otherwise, shall be limited to a sum equal to the relevant Contract price; and
Tutela shall not be liable to the Customer under any Contract, whether in contract or tort (including negligence), for misrepresentation, breach of any duty (including strict liability) or otherwise, for (i) any indirect or consequential loss or damage; or (ii) any loss of profits, revenue, sales, business, agreements, contracts or anticipated savings, any loss of, or damage to, goodwill, or any loss or corruption of data (in each case whether direct or indirect).

TERMINATION
11.1 Without prejudice to any other rights to which it may be entitled under the Contract, Tutela may give notice in writing to the Customer terminating the Contract with immediate effect if:

the Customer is in material breach of any of the terms of the Contract and such material breach has not, if capable of remedy, been remedied by the Customer to the reasonable satisfaction of Tutela within 30 days of being notified of the breach by Tutela; or
any step is taken with a view to the winding-up, dissolution or re-organisation of the Customer (other than for the purpose of a solvent liquidation or re-organisation); any step is taken with a view to the appointment of an administrator, liquidator (other than in respect of a solvent liquidation), receiver, administrative receiver or manager in relation to the Customer or any of its assets; the holder of any security interest in relation to any of the assets of the Customer takes any step to enforce that security; any of the assets of the Customer are subject to attachment, sequestration, distress execution or any similar process; the Customer is or is deemed to be unable to pay its debts as they fall due, admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness; the value of the assets of the Customer is less than the amount of its liabilities, taking into account its contingent and prospective liabilities; any step is taken in relation to a composition, compromise, assignment or arrangement with any creditor of the Customer; any step is taken to obtain a moratorium in relation to the Customer or any of its indebtedness; or anything analogous to any of the foregoing occurs in any jurisdiction.
Termination or expiry of the Contract shall not affect any rights, liabilities or remedies arising under the Contract prior to such termination.
If Tutela terminates the Contract, the Customer shall pay immediately to Tutela:
all amounts due in respect of Products provided on or prior to the date of termination; and
all costs and expenses incurred or payable by Tutela in connection with such termination that would not have been incurred by Tutela but for such termination (including, without limitation, costs and expenses incurred or payable by Tutela in favour of third parties by way of irrecoverable pre-paid fees or charges and any other investments made or costs incurred in relation to or for the purposes of the Contract, payments in respect of continuing third party arrangements relating to the Products that cannot be terminated on the termination of the Contract; and termination charges payable upon the termination of third party arrangements relating to the Products), provided that where such costs and expenses do not relate exclusively to the Products, the Customer shall pay an allocated proportion of such costs and expenses specified by Tutela (acting reasonably).
ASSIGNMENT AND SUBCONTRACTING
12.1 The Customer may not assign, novate or otherwise transfer or dispose of, or create any trust in relation to, any or all of its rights and obligations under a Contract without the prior written consent of Tutela.
12.2 Tutela may without the consent of the Customer sub-contract or delegate the performance of any of its obligations under the Contract, provided that Tutela shall be liable to the Customer in respect of all acts or omissions of any Sub-Contractors for and to the extent to which, if such acts or omissions were of Tutela, Tutela would be liable to the Customer.

NOTICES
13.1 All notices which are required to be given under the Contract will be in writing and in the English language. Faxes and email (but not any other form of electronic communication) shall be permitted for the giving of a notice.
13.2 Any such notice sent to Tutela shall be sent to the following address or number:
Address: Unit 1, The E-Centre,
Easthampstead Rd, Bracknell, Berkshire,
RG12 1NF
For the attention of: Company Secretary
Email: notices@tutela-it.com
13.3 Any such notice sent to Customer shall be sent to their principal place of business.
13.4 All such notices shall, in the absence of earlier receipt, be deemed to have been duly given as follows:

  • if delivered personally, upon obtaining signature of receipt of delivery;
  • if sent by first class post, 2 working days after the date of posting; and
  • if sent by email, at the expiration of 12 hours after the time it was sent.

WAIVER AND SEVERANCE
14.1 No delay or omission by either party in exercising any right, power or remedy provided by law or under the Contract shall affect that right, power or remedy, operate as a waiver of it or operate as an affirmation of the Contract.
14.2 The single or partial exercise of any right, power or remedy provided by law or under the Contract shall not unless otherwise expressly stated preclude any other or further exercise of it or the exercise of any other right, power or remedy.
14.3 The rights, powers and remedies provided in the Contract are cumulative and not exclusive of any rights, powers and remedies provided by law.
14.4 If any provision, or any part thereof, of the Contract is or shall be declared or become unenforceable, invalid or illegal for any reason whatsoever, the other terms and provisions of the Contract shall remain in full force and effect.

NON-SOLICITATION
15.1 Neither party shall directly or indirectly solicit or entice away (or attempt to solicit or entice away) from the employment or engagement of the other party, or any member of the other party’s group, any person employed or engaged by the other party, or any member of the other party’s group, in connection with the supply or receipt of the Products, other than by means of a public advertising campaign.

INTERPRETATION
16.1 Headings in these Conditions are for convenience only and do not affect the interpretation of these Conditions.

ENTIRE AGREEMENT AND VARIATION
17.1 The Contract constitutes the whole and only agreement between the parties relating to its subject matter and supersedes and excludes all prior agreements or arrangements in that regard made between them.
17.2 Except in the case of fraudulent misrepresentation, each party acknowledges that in entering into the Contract it is not relying upon any pre-contractual statement which is not set out in the Contract and no party shall have any right of action against any other party to the Contract arising out of or in connection with any pre-contractual statement except to the extent that it is repeated in the Contract.
17.3 Except as otherwise permitted by the Contract, no change to its terms will be effective unless it is in writing and signed by persons authorised on behalf of both parties.

GOVERNING LAW
18.1 Each Contract shall be governed by and shall be construed in accordance with the laws of England and Wales. Any matter, claim or dispute arising out of or in connection with the Contract, whether contractual or non-contractual, is to be governed by and determined in accordance with the laws of England and Wales.
18.2 Each party irrevocably submits and agrees to submit to the exclusive jurisdiction of the courts of England and Wales and agrees that any proceeding, suit or action arising out of or in connection with any Contract shall be brought in those courts.