Terms and Conditions

Version 7.1 | 28 October 2026

These terms apply to business customers purchasing equipment, installation, consultancy or maintenance services from Theridion Limited. They do not apply to an individual acting wholly or mainly outside their trade, business, craft or profession; consumer work requires separate appropriate terms. Sections 1 to 6 apply to all work. Section C also applies to consultancy and Section M to maintenance.

1 Definitions and contract documents

1.1 Company means Theridion Limited, registered in England and Wales under company number 08661498, whose registered office is 260–270 Great Marlings, Butterfield Business Park, Luton LU2 8DL. Customer means the business or organisation identified in the Quotation.

1.2 Quotation means the Company’s written offer identifying the scope, charges and any special terms. Specification means the agreed written description of the equipment, services and deliverables. Agreement means the accepted Quotation, Specification, these terms and any expressly agreed schedules or variations. Equipment means the systems or equipment identified in the Agreement. Premises means the agreed site or sites.

1.3 Normal Working Hours means 09:00 to 17:00, Monday to Friday, excluding bank and public holidays in England and Wales. Business Day means a day within that working week. Handover means completion of the agreed commissioning and delivery of the applicable handover record. Writing includes email.

1.4 An Agreement is formed when the Company accepts the Customer’s order in writing. These terms must be supplied or made accessible before acceptance. A later website update does not change an existing Agreement. Customer purchase-order terms apply only where expressly accepted by the Company in writing.

1.5 Expressly agreed amendments and special terms take priority, followed by the Quotation, Specification, applicable service section C or M, and sections 1 to 6. A variation of section 5 must expressly identify the liability provision being varied. A data processing schedule takes priority for its subject matter, subject to any expressly agreed liability arrangements.

2 Working conditions and changes

2.1 Work is carried out during Normal Working Hours unless agreed otherwise. Building work, making good, decoration, carpentry and other ancillary work are excluded unless specified. The Company will exercise reasonable care to avoid damage and remains responsible for damage it causes in accordance with section 5.

2.2 Changes to scope, equipment, timing or working hours must be agreed in writing, including their price and programme effects, before additional work begins. The Company will notify the Customer promptly of delays or additional costs caused by restricted access, incomplete information or other contractors. Additional charges must reflect reasonable costs and agreed rates.

3 Customer responsibilities and payment

3.1 The Customer must arrange the required permissions and consents, provide safe and timely access, and identify known hazards, concealed services, site rules and relevant operating constraints. The Company remains responsible for its own legal and health and safety duties.

3.2 The Customer must provide accurate information, appoint an authorised contact, and notify the Company of changes affecting the Equipment or services. It must operate the Equipment in accordance with supplied instructions and report faults promptly.

3.3 Risk in Equipment passes on delivery to the agreed Premises. Title passes when the price of that Equipment has been paid in full. Until then, the Customer must take reasonable care of it and, where practicable, keep it identifiable. If delivery is refused or delayed by the Customer, the Company may recover reasonable notified storage and redelivery costs.

3.4 Unless the Quotation states otherwise, invoices are payable within 30 days of their date. Prices exclude VAT, which is added where applicable. Deposits, expenses and stage payments must be stated in the Quotation. Interim invoices for work performed or materials delivered have the same payment period unless expressly agreed otherwise. Maintenance advance payments are governed by M1.

3.5 The Customer must notify the Company promptly of a genuine invoice dispute, identifying the amount and reasons, and pay the undisputed balance when due. The parties will work promptly to resolve the dispute. No deduction or set-off may be made except where agreed or required by law.

3.6 For qualifying overdue commercial debts, the Company may claim statutory interest at eight percentage points above the applicable Bank of England reference rate and statutory debt recovery compensation and recoverable costs under the Late Payment of Commercial Debts (Interest) Act 1998. There will be no double recovery of the same costs.

4 Company responsibilities and warranties

4.1 The Company will perform its services with reasonable skill and care and supply Equipment in accordance with the Agreement. It will meet expressly agreed binding dates or otherwise perform within a reasonable time, and notify the Customer of material delays. It remains responsible for the performance of subcontractors it engages.

4.2 Unless the Quotation expressly provides otherwise, the warranty periods are: supply, installation, commissioning and servicing — 12 months from Handover; supply, installation and commissioning, or supply and commissioning — 90 days for workmanship and 12 months for parts from Handover; supply only — 12 months for parts from delivery. Parts-only cover excludes removal, refitting and attendance charges unless agreed otherwise.

4.3 During the applicable period, the Company will repair or replace defects attributable to its faulty materials or workmanship, or failure to meet the Specification, notified promptly within that period. Exclusions apply only to the extent a defect is caused by misuse, accidental damage, unauthorised alteration, external supply faults or failure to follow reasonable operating or maintenance instructions. A separate estimate will be provided for chargeable work.

4.4 Handover will be recorded in writing, including outstanding items and relevant instructions. Signing a handover record does not waive claims for latent defects or uncompleted agreed work. Contractual warranties do not remove rights which cannot lawfully be excluded. Third-party software and subscriptions are subject to the applicable terms disclosed before purchase.

5 Liability

5.1 This section applies to all supply, installation, consultancy and maintenance work, including liability in contract, tort (including negligence), misrepresentation, breach of statutory duty or otherwise. Sections C and M do not create separate or additional liability limits.

5.2 Nothing in the Agreement excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of statutory obligations as to title to goods, or any other liability which cannot lawfully be excluded or limited.

5.3 Subject to clause 5.2, the Company’s liability for physical damage to the Premises or tangible property caused by its negligence or failure to exercise reasonable skill and care while working at the Premises is limited to £250,000 for any one event or series of related events.

5.4 Subject to clauses 5.2 and 5.3, the Company’s liability arising from consultancy services is limited to the total consultancy fees paid or payable under the relevant Agreement for any one event or series of related events. For a mixed engagement, this means the consultancy fees separately identified in the Quotation; if they are not separately identified, the £50,000 limit in clause 5.5 applies instead.

5.5 Subject to clauses 5.2 to 5.4, the Company’s liability for all other claims is limited to £50,000 for any one event or series of related events. The same loss cannot be recovered more than once. Where more than one limit could apply to the same loss, the higher applicable limit applies; the limits are not added together for that loss.

5.6 Subject to clause 5.2 and only to the extent permitted by law, the Company is not liable for indirect or consequential loss, or loss of profit, revenue, business or anticipated savings. This clause does not exclude reasonable direct costs of repairing damaged tangible property or rectifying defective work otherwise recoverable under the Agreement.

5.7 Systems, advice and maintenance cannot guarantee that every security incident, service interruption or equipment failure will be prevented. The Customer should maintain appropriate insurance, backups and continuity arrangements for its operations. This does not excuse the Company’s failure to perform its agreed duties or reduce liability beyond the express provisions of this section.

5.8 The Customer must explain any unusual risks or intended reliance before the Agreement is made. Either party may request different limits for a particular engagement, to be expressly agreed in writing before work starts. No statement in these terms determines whether a restriction is reasonable or enforceable; applicable law governs that question.

6 General terms

6.1 Suspension and breach. For an overdue undisputed payment, the Company may suspend affected work after giving at least seven days’ written notice and an opportunity to pay. Either party may terminate for a material breach which is not remedied within 30 days after written notice specifying the breach, or immediately if it cannot be remedied. The Company will take reasonable steps to avoid unsafe consequences when suspending work.

6 General terms continued

6.2 Consequences of termination. The Customer must pay for work properly performed, Equipment supplied and reasonable unavoidable commitments authorised under the Agreement, less costs saved. The Company will refund advance payments for unperformed work after deducting sums properly due. Accrued rights survive. Any recovery of unpaid Equipment must be lawful, with consent or legal authority where required, and without unsafe removal or unauthorised entry.

6.3 Events outside reasonable control. An affected party must promptly explain the event and expected impact, mitigate it and resume performance when reasonably possible. Obligations are excused only to the extent prevented by the event; payments already due remain payable. If substantial performance is prevented for more than 60 days, either party may terminate the affected work on written notice, with settlement under clause 6.2.

6.4 Confidentiality. Each party must protect the other’s confidential business, technical and security information, use it only to perform or receive the services, and disclose it only to those who need it and are subject to appropriate confidentiality duties. This does not cover information already lawfully known, public without breach, independently developed, or lawfully obtained from another source. Legally required disclosure is permitted, with prior notice where lawful. These obligations continue after termination.

6.5 Personal data. Each party must comply with applicable UK data protection law. The Company’s Privacy Policy explains its processing of business contact details. Where the Company processes personal data on the Customer’s behalf, such as access-control records or CCTV footage, the parties must agree an appropriate Article 28 data processing schedule before that processing starts. These general terms and the website Privacy Policy do not replace that schedule.

6.6 Remote access and security. Access to Customer systems must be authorised, limited to the agreed work and use agreed security controls. The parties will agree responsibility for credentials, backups and restoration before changes are made. The Company will protect access credentials and notify the Customer without undue delay of a security incident affecting the services or Customer data. Access must be withdrawn when no longer required.

6.7 Notices. Contract notices must be sent to the postal or email address stated in the Quotation or subsequently notified in writing. Email is deemed received on the next Business Day unless a delivery failure is reported; prepaid first-class post is deemed received on the second Business Day after posting. This clause does not govern formal service of legal proceedings.

6.8 Entire agreement and changes. The Agreement records the agreed scope and terms and supersedes prior discussions on that subject. Changes require both parties’ written agreement. Nothing excludes liability for fraud or any remedy which cannot lawfully be excluded. Neither party may transfer its contractual obligations without the other’s written consent, not to be unreasonably withheld.

6.9 Disputes and governing law. The parties will first seek to resolve disputes through their nominated representatives, without preventing urgent court relief. The Agreement and related non-contractual obligations are governed by the laws of England and Wales. The courts of England and Wales have non-exclusive jurisdiction.

6.10 Other provisions. Delay in enforcing a right is not a waiver. If a provision is unenforceable, the remaining provisions continue so far as legally possible. A person who is not a party has no right to enforce the Agreement under the Contracts (Rights of Third Parties) Act 1999. Provisions intended to survive termination continue to apply.

C Consultancy services

This section applies with sections 1 to 6 whenever consultancy is included in the Agreement.

C1 Scope and deliverables

C1.1 The Quotation or consultancy schedule must identify the agreed services, deliverables, assumptions, exclusions, programme and fees. Services may include surveys, technical investigations, system design, project management, integration advice and technical evaluations.

C1.2 Recommendations reflect the agreed scope and information reasonably available at the time. The Company will use reasonable skill and care, identify material limitations and seek clarification where information appears incomplete or inconsistent. A survey is non-intrusive unless otherwise agreed. No legal opinion, statutory certification or appointment to a regulated role is included unless expressly agreed and within the Company’s competence.

C2 Customer responsibilities

C2.1 The Customer must provide relevant information and access, identify the intended use of deliverables and make decisions within agreed timescales. The Company will notify the Customer of material effects of delay or missing information; any change to scope or fees follows clause 2.2.

C2.2 The Customer remains responsible for operating its business and appointing suitably competent contractors. This does not remove any design, coordination, supervision or other responsibility expressly undertaken by the Company.

C3 Fees and payment

C3.1 The Quotation must state whether fees are fixed, time-based or staged, and any agreed expenses. Unless otherwise agreed, payment is due within 30 days of invoice. Clause 3 governs disputes and late payments; clause 6.1 governs suspension.

C4 Intellectual property and use

C4.1 The Company retains intellectual property in its pre-existing methods, templates and tools and in deliverables it creates, unless agreed otherwise. The Customer retains rights in material it supplies. Third-party material remains subject to its applicable licence terms.

C4.2 On payment of the applicable fees, the Customer receives a perpetual, non-exclusive licence to use and copy the deliverables for the project and purposes identified in the Agreement, including sharing them with its professional advisers and contractors for those purposes. Any wider use, publication or third-party reliance requires written agreement. Sharing does not itself create a duty of care to the recipient.

C5 Liability and reliance

C5.1 Section 5 governs consultancy liability, including the consultancy limit in clause 5.4 and the exceptions in clauses 5.2 and 5.3. The Company is not responsible for changes made by others or use outside the agreed purpose, except to the extent a loss is attributable to the Company’s own breach.

C6 Termination

C6.1 Either party may end the consultancy engagement on 30 days’ written notice, in addition to the rights in clause 6.1. Settlement follows clause 6.2. The Company will provide completed deliverables paid for and agree any reasonable handover work and charges. No right to unfinished work free of charge is created.

M Equipment maintenance

This section applies with sections 1 to 6 to Equipment and services expressly listed in a maintenance schedule.

M1 Period charges and renewal

M1.1 The schedule must identify the covered Equipment, sites, start date, service period, charge, included visits, parts and labour, service hours, response commitments and exclusions. No 24-hour service, guaranteed restoration time or unlimited call-outs are included unless expressly stated. Unless otherwise agreed, the annual charge is payable in advance on commencement and each renewal date.

M1.2 Unless the schedule states otherwise, the initial period is 12 months, renewing for successive 12-month periods unless either party gives at least 90 days’ written notice before renewal. The Company must notify any renewal price change at least 120 days before renewal. If notice of a price change is later, the Customer may reject renewal within 30 days of that notice, even after the normal notice deadline; cover ends at renewal or, if later, at the end of that 30-day period, with any extension charged pro rata at the existing rate. No mid-term price change applies without written agreement.

M2 Alterations

M2.1 The Customer must notify planned alterations affecting covered Equipment, cabling or operating conditions at least 14 days in advance where practicable, and emergency changes promptly afterwards. The Company will assess any effect on cover and agree necessary changes to scope or price. Unrelated cover is not automatically cancelled by a third-party alteration.

M3 Maintenance and repair

M3.1 The Company will carry out the scheduled maintenance and use reasonable skill and care in fault diagnosis and repairs. Unless expressly included, cover excludes faults caused by misuse, accidental damage, unauthorised modifications, abnormal physical or electrical stress, or failure of external power, networks or third-party services. These exclusions do not excuse a fault caused by the Company’s own breach.

M3.2 For excluded work, additional Equipment or obsolete parts, the Company will explain the options and obtain agreement to charges before proceeding. Parts availability and third-party dependencies may affect restoration times; the Company will keep the Customer informed.

M4 Customer responsibilities

M4.1 The Customer must provide safe access, promptly report faults, follow reasonable operating instructions and coordinate other contractors. Responsibilities for backups, remote access and testing follow the schedule and clause 6.6. Additional agreed charges are payable within 30 days of invoice unless otherwise agreed.

M5 Liability

M5.1 Section 5 governs maintenance liability. Maintenance is not insurance against loss or a guarantee that faults or security incidents will never occur. The Customer should maintain suitable insurance and continuity arrangements. No blanket exclusion or indemnity overrides section 5.

M6 Ending maintenance

M6.1 Non-renewal follows M1.2; termination for breach, prolonged disruption and settlement follow clauses 6.1 to 6.3. On expiry or termination, the parties will arrange orderly withdrawal of remote access and return of Customer property and information, subject to legal retention duties and any agreed data processing schedule.