Definitions

(1) “Business Customer” means a customer acting wholly or mainly for purposes relating to that customer’s trade, business, craft or profession.

(2) “Consumer” means an individual acting wholly or mainly for purposes outside that individual’s trade, business, craft or profession.

(3) “TechSavi IT” means TechSavi IT Limited, also referred to as “we”, “us” or “our” in these terms and conditions.

(4) “Customer”, “you” or “your” means the person, business, company or organisation placing an order with TechSavi IT.

(5) “Catalogue” means the catalogue, website, online shop, quotation, product listing or other sales channel through which TechSavi IT offers products, software, licences, subscriptions, services or digital content.

(6) “Digital Content” means data produced and supplied in digital form, including software downloads, licence keys, activation codes, subscriptions, cloud services, support plans and electronically delivered documentation.

(7) “Goods” means physical products supplied by TechSavi IT, including hardware, equipment, accessories and related packaged products.

(8) “Services” means any professional, support, installation, configuration, consultancy, managed, recurring, subscription or cloud-related services supplied or arranged by TechSavi IT.

(9) “Normal Working Hours” means 9:00 am to 5:00 pm on a Working Day.

(10) “Working Day” means Monday to Friday, excluding bank and public holidays in England.

Please note that special terms apply to Consumers. Where you are a Consumer, Clause 13 and any mandatory rights under UK consumer law prevail over any inconsistent provision in these terms and conditions.

Orders

(1) All contracts of sale made by TechSavi IT incorporate these terms and conditions. These terms prevail over any other terms supplied or proposed by the Customer, unless TechSavi IT expressly agrees otherwise in writing.

(2) Display of Goods, Digital Content or Services on our website, catalogue or quotation is an invitation to treat and does not constitute a binding offer. Your order is an offer to purchase. A contract is formed only when TechSavi IT accepts your order, confirms dispatch, supplies the relevant Digital Content, licence, subscription or service, or otherwise confirms acceptance in writing.

(3) All orders are subject to acceptance, availability, successful payment authorisation, supplier availability, export-control checks, fraud-prevention checks and any applicable manufacturer, publisher or vendor approval.

(4) TechSavi IT may refuse or cancel any order before acceptance, including where a product is unavailable, incorrectly priced, incorrectly described, subject to export or sanctions restrictions, or where payment or account information cannot be verified.

(5) Cancellation of orders by Business Customers is not accepted automatically, because many orders are processed, licensed, provisioned or dispatched shortly after acceptance. Any cancellation by a Business Customer is at TechSavi IT’s discretion and may be subject to restocking fees, supplier charges, licence cancellation fees, service charges or other reasonable costs incurred.

(6) Cancellation of orders by Consumers will be handled in accordance with the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 and the Consumer Rights Act 2015, as set out in Clause 13. Nothing in these terms limits a Consumer’s statutory rights in relation to faulty, misdescribed or non-compliant Goods, Digital Content or Services.

(7) You undertake that:

(a) all details provided to TechSavi IT for the purpose of purchasing Goods, Digital Content or Services are accurate, complete and up to date;

(b) where an order is placed through an account, user ID, password or online shop account, you are responsible for all orders placed through that account unless caused by TechSavi IT’s negligence or breach of law;

(c) the payment card, bank account or other payment method used is your own or you are authorised to use it, and there are sufficient funds or credit facilities to cover the order;

(d) you are authorised to place the order on behalf of any business, company or organisation named in the order;

(e) you will comply with all applicable licence terms, vendor terms, acceptable-use policies, export restrictions and usage-reporting obligations.

(8) Where the Customer purchases Microsoft Service Provider Licensing Agreement (“SPLA”) or similar usage-based products or services, the Customer must provide timely and accurate usage reporting for the previous month by the 10th day of each month, unless a different reporting date is agreed in writing. Where no usage report is received by that date and the relevant agreement remains active, the Customer authorises TechSavi IT to submit a zero-usage report on the Customer’s behalf where permitted by the vendor rules. The Customer remains responsible for the accuracy of all usage reporting and for any charges arising from actual usage.

(9) All software, Digital Content, cloud services, subscriptions and support services are supplied subject to the relevant publisher’s, manufacturer’s, vendor’s or service provider’s licence terms, end-user licence agreement, subscription agreement, service description, acceptable-use policy and support terms. By placing an order, the Customer agrees to comply with those terms.

(10) TechSavi IT may record and/or monitor inbound and outbound calls, emails, chat messages and other communications for training, quality control, compliance, security and dispute-resolution purposes, in accordance with applicable data protection law and our privacy policy.

Prices

(1) Goods, Digital Content and Services are invoiced at the price confirmed at the time TechSavi IT accepts the order, unless otherwise agreed in writing.

(2) Prices shown on the website or catalogue may change from time to time. TechSavi IT reserves the right to amend prices before accepting an order.

(3) Unless stated otherwise, prices are shown in pounds sterling and are exclusive of VAT, delivery, installation, configuration, customs charges, import duties, vendor fees and any other applicable charges.

(4) VAT will be charged at the applicable UK rate at the time of invoicing, unless a valid exemption or reverse-charge treatment applies.

(5) Where prices are based on foreign currency, supplier pricing or exchange rates, TechSavi IT may adjust the price to reflect currency fluctuations, supplier changes, tax changes, duty changes or other external cost changes before order acceptance.

(6) All amounts payable by a Business Customer are payable in full without set-off, counterclaim, withholding or deduction, except where required by law.

(7) Any promotional price, discount, voucher or special offer may be withdrawn or amended at any time before order acceptance and may be subject to additional terms.

Delivery, Title and Risk

(1) TechSavi IT will use reasonable endeavours to dispatch Goods by any delivery date agreed with the Customer. Delivery dates are estimates only unless TechSavi IT expressly agrees in writing that time is of the essence.

(2) TechSavi IT is not liable for delay caused by events outside its reasonable control, including courier delays, supplier delays, manufacturer lead times, customs delays, shortages, weather disruption, strikes, technical failures or force majeure events.

(3) Where a delay is likely, TechSavi IT will use reasonable efforts to notify the Customer. A Consumer may cancel an order where the revised delivery date is not acceptable, subject to applicable consumer law.

(4) In the case of Business Customers, if TechSavi IT is unable to deliver the Goods within 60 days of the estimated delivery date, the Business Customer’s sole remedy is to cancel the undelivered part of the order and receive a refund of any amount paid for that undelivered part. The Business Customer must give written notice of cancellation before delivery or before TechSavi IT notifies the Customer that the Goods are ready for delivery.

(5) Business Customers must inspect deliveries promptly on receipt. TechSavi IT is not liable for shortages, visible damage or delivery discrepancies unless the Business Customer notifies TechSavi IT in writing within 24 hours of delivery. Consumers should notify TechSavi IT within a reasonable period after becoming aware of any shortage, damage or discrepancy.

(6) Business Customers must be able to accept delivery during Normal Working Hours unless otherwise agreed in writing.

(7) For Business Customers, risk in the Goods passes to the Customer when the Goods are delivered to the Customer’s nominated address or collected by the Customer or the Customer’s carrier.

(8) For Consumers, risk in the Goods passes when the Goods come into the physical possession of the Consumer or a person identified by the Consumer to take possession of them.

(9) Title to Goods passes to the Customer only when TechSavi IT has received payment in full for those Goods and all other amounts due from the Customer under the relevant order, unless mandatory consumer law requires otherwise.

(10) If the Customer fails to accept delivery, TechSavi IT may, at its discretion:

(a) store and insure the Goods at the Customer’s expense and risk;

(b) rearrange delivery and charge the Customer for additional delivery costs;

(c) in the case of a Business Customer, resell the Goods at the best price reasonably obtainable and charge the Customer for any shortfall after deducting reasonable storage, insurance, handling and selling costs.

(11) The Customer may request proof of delivery in writing within 3 months of the delivery date. TechSavi IT will use reasonable endeavours to provide such proof. After this period, delivery will be deemed successfully completed unless the Customer can provide reasonable evidence to the contrary.

(12) Where the Customer signs a proof of delivery, the Customer should ensure that the number of packages delivered matches the delivery note and should note any visible damage or discrepancy on the proof of delivery. Failure to do so may affect a Business Customer’s ability to make a claim.

(13) Digital Content, licence keys, subscriptions and cloud services are deemed delivered when made available electronically, emailed to the Customer, activated, provisioned, assigned to the Customer’s account, or otherwise made available for use.

Payment

(1) Payment is due on presentation of invoice unless credit terms have been agreed in writing with TechSavi IT.

(2) Unless otherwise agreed in writing, TechSavi IT may invoice:

(a) on acceptance of the order for software, Digital Content, licences, subscriptions, cloud services and support plans;

(b) on dispatch or shipment for hardware and physical Goods;

(c) on completion, milestone completion, monthly in arrears or monthly in advance for professional, recurring, managed or support Services, as specified in the relevant quotation or order.

(3) TechSavi IT may require payment in full before dispatch, licence activation, subscription provisioning or commencement of Services.

(4) If a Business Customer fails to pay by the due date, TechSavi IT may charge statutory interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998 and associated regulations, together with reasonable debt recovery costs.

(5) For Consumers, TechSavi IT will not charge business statutory late-payment compensation, but may recover reasonable costs and interest where permitted by law.

(6) TechSavi IT may suspend delivery, licence provisioning, support, subscriptions, cloud services or further performance where any payment is overdue, without prejudice to any other rights or remedies.

(7) The Customer must raise any invoice dispute in writing within 7 days of invoice receipt. The undisputed part of any invoice remains payable on the due date.

Product specifications

(1) TechSavi IT makes reasonable efforts to ensure that product descriptions, specifications, images and compatibility information are accurate. However, manufacturers and suppliers may change specifications, packaging, features, components, licence terms or availability without notice.

(2) TechSavi IT may supply Goods subject to minor variations in dimensions, specification, packaging or appearance where such variations do not materially affect the quality, functionality or performance of the Goods.

(3) If TechSavi IT cannot supply the Goods ordered, it may offer alternative Goods of equal or superior specification at no extra cost. If the Customer does not wish to accept the alternative Goods, the Customer may cancel the affected part of the order and receive a refund of any amount paid for that part.

(4) The Customer is responsible for checking that Goods, Digital Content and Services are suitable for the Customer’s intended use, systems, operating environment, compatibility requirements, licences, security requirements and regulatory obligations, unless TechSavi IT has expressly agreed in writing to advise on suitability.

(5) Active matrix display panels, screens and similar products may be subject to manufacturer pixel policies. A small number of pixel or sub-pixel anomalies may be treated by the manufacturer as acceptable and may not constitute a fault unless the relevant manufacturer’s warranty policy states otherwise.

Trade names and Trade Marks

(1) Trade names, trade marks, logos and product names, other than those owned by TechSavi IT, belong to their respective owners.

(2) The use of any third-party trade name, trade mark or product name does not imply endorsement, partnership or manufacturer status unless expressly stated.

(3) In the case of component purchases, Customers requiring a specific manufacturer, brand, model, revision or part number should confirm this with TechSavi IT in writing before placing an order.

Warranties and Returns

Please note that special terms apply to Consumers who wish to return Goods, Digital Content or Services. Consumers should refer to Clause 13. Where Clause 13 conflicts with this Clause 8, Clause 13 prevails for Consumers.

(1) TechSavi IT is committed to supplying quality products and services. If Goods, Digital Content or Services are faulty or defective, TechSavi IT will handle the matter in accordance with these terms and applicable law.

(2) Unless otherwise stated, Goods are supplied with the applicable manufacturer’s warranty, which may vary by product, manufacturer, region and product type. Manufacturer warranty periods and procedures are determined by the manufacturer.

(3) For Business Customers, all implied terms, conditions and warranties relating to Goods, Digital Content or Services are excluded to the fullest extent permitted by law. Goods and Digital Content are not sold as fit for any particular purpose unless TechSavi IT expressly confirms this in writing.

(4) For Business Customers purchasing Services, TechSavi IT will perform the Services with reasonable skill and care, to a standard reasonably expected of a competent IT professional. Unless otherwise agreed in writing, TechSavi IT warrants its own professional services work for 30 days from completion.

(5) TechSavi IT is not responsible for faults, loss or damage caused by:

(a) misuse, neglect, accident or improper storage;

(b) installation, configuration, alteration or repair by anyone other than TechSavi IT or its authorised agents;

(c) use contrary to manufacturer instructions, licence terms or acceptable-use policies;

(d) third-party software, systems, integrations, updates, malware, cyber incidents or customer infrastructure;

(e) normal wear and tear;

(f) unauthorised modification or tampering.

(6) TechSavi IT does not sell products to Business Customers on a trial basis. Business Customers should check suitability, specifications and compatibility before ordering.

(7) Special-order products, built-to-order products, configured products, vendor-discounted products, non-current catalogue requests, bespoke products, subscriptions, licences, cloud services and Digital Content may be non-cancellable and non-returnable for Business Customers unless faulty or incorrectly supplied.

(8) Where TechSavi IT agrees, at its discretion, to accept return of unwanted products from a Business Customer, the Goods must be returned with TechSavi IT’s prior written approval within 14 days of delivery, unopened, unused, complete, undamaged and in perfect resaleable condition. A restocking, handling or supplier charge may apply.

(9) Defective Goods returned by a Business Customer are subject to testing. If a fault is verified, TechSavi IT may, at its option and where legally permitted, repair, replace, refund or arrange manufacturer warranty support.

(10) TechSavi IT’s support staff may advise the Customer on the appropriate return method. Depending on the product, TechSavi IT may arrange collection or may ask the Customer to return the product directly to TechSavi IT or to the manufacturer.

(11) Where returned Goods are confirmed as defective, TechSavi IT will refund reasonable return carriage costs where required by law or where agreed in advance.

(12) All Business Customer returns must be accompanied by a Returns Authorisation number (“RA Number”) obtained from TechSavi IT. The RA Number must be shown on the outer shipping label and must not be written directly on the manufacturer’s packaging.

(13) Any defacement of manufacturer packaging, missing accessories, missing manuals, missing licences, inadequate packaging or transit damage may result in rejection of the return or a deduction/restocking fee, where permitted by law.

(14) The Customer is responsible for adequately packaging returned Goods. TechSavi IT is not liable for items damaged or lost in return transit where the Customer arranged the return.

(15) Proof of postage is not proof of delivery. Customers are advised to use tracked, insured delivery appropriate to the value of the Goods.

(16) If returned Goods are tested and found not to be defective, TechSavi IT may return the Goods to the Customer and charge reasonable testing, collection, delivery and handling costs, where permitted by law.

(17) Customers making a manufacturer warranty claim must comply with the relevant manufacturer’s warranty process. TechSavi IT may refer the Customer directly to the manufacturer or vendor where this is the quickest or required route for warranty support.

(18) Sealed software, licence keys, activation codes, subscriptions, cloud services and Digital Content are non-returnable once unsealed, activated, downloaded, provisioned, accessed or supplied, except where faulty, misdescribed or otherwise required by law. For Consumers, this does not affect statutory rights under the Consumer Rights Act 2015.

(19) Where a manufacturer requires a shorter return or warranty notification period, the Customer must comply with that process where applicable. This does not limit a Consumer’s statutory rights.

TechSavi IT’s liability

(1) Nothing in these terms limits or excludes liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation;

(c) breach of statutory rights which cannot lawfully be limited or excluded;

(d) any other liability which cannot lawfully be limited or excluded.

(2) In dealings with Business Customers, TechSavi IT is not liable for indirect, consequential or special loss, including loss of profit, loss of revenue, loss of business, loss of goodwill, loss of anticipated savings, loss of data, loss of contracts, business interruption, reputational damage or damage to trading relationships.

(3) In dealings with Business Customers, TechSavi IT’s total aggregate liability arising out of or in connection with an order, whether in contract, tort, negligence, breach of statutory duty or otherwise, is limited to the amount paid or payable by the Customer for the relevant order giving rise to the claim.

(4) TechSavi IT is not liable for failure of third-party products, software, cloud services, vendors, manufacturers, publishers, couriers or service providers, except to the extent caused by TechSavi IT’s own breach of these terms or negligence.

(5) Consumers have statutory rights under UK consumer law. Nothing in these terms affects those rights.

Health and Safety

(1) TechSavi IT confirms that, as far as it is reasonably aware as a reseller or distributor, the Goods it supplies do not present a hazard to health and safety when:

(a) properly used for the purpose for which they are designed;

(b) installed, maintained and used in accordance with manufacturer instructions; and

(c) used with reasonable and normal precautions.

(2) The Customer is responsible for reading and following all manufacturer instructions, safety notices, warnings, installation guides and maintenance requirements.

Force Majeure

(1) TechSavi IT shall not be liable for any delay or failure to perform its obligations where such delay or failure is caused by events beyond its reasonable control.

(2) Such events include, without limitation, supplier failure, manufacturer delay, strikes or labour disputes, transport disruption, shortage of materials, utility or communications failure, cyber incidents affecting third parties, fire, flood, storm, epidemic, pandemic, terrorism, war, civil unrest, embargo, sanctions, export restrictions, government action, regulatory change, customs delay or acts of God.

(3) TechSavi IT will use reasonable endeavours to reduce the impact of any such event and resume performance as soon as reasonably practicable.

Special Rules for Clearance Bargains & Non-Current Catalogue Requests (“NCCR”) Products

Please note that special terms apply to Consumers. Consumers should refer to Clause 13. Where Clause 13 conflicts with this Clause 12, Clause 13 prevails.

(1) Goods sold as “Clearance Bargains”, “Stock Blowout”, “Open Box”, “Refurbished”, “Ex-Demo”, “Graded”, “NCCR”, “Special Order” or similar may be discounted, limited-availability, discontinued, non-current, returned, refurbished, cosmetically imperfect or specially sourced products.

(2) The condition, grade, warranty period and any limitations will be described at the point of sale where applicable.

(3) These products are subject to limited availability. A contract is not formed until TechSavi IT confirms acceptance and availability.

(4) For Business Customers, these products are non-cancellable and non-returnable unless faulty, misdescribed or incorrectly supplied.

(5) Quoted prices for these products are valid for 7 days unless otherwise stated.

(6) Quoted prices for these products are not subject to further value, cash, promotional or volume discounts unless agreed in writing.

Consumer Regulations

(1) This Clause 13 applies only to Consumers.

(2) Contracts for the purchase of Goods, Digital Content or Services by Consumers through the TechSavi IT website, by telephone, by email or by other distance-selling method are subject to applicable UK consumer law, including the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 and the Consumer Rights Act 2015.

(3) For most Goods bought online or at a distance, a Consumer may cancel the contract without giving a reason within 14 calendar days after the day on which the Consumer, or a person nominated by the Consumer, receives the Goods.

(4) To cancel, the Consumer must inform TechSavi IT by a clear statement sent by post or email to the contact details provided on the TechSavi IT website or order confirmation. TechSavi IT may provide a model cancellation form, but Consumers are not required to use it.

(5) The Consumer must return cancelled Goods within 14 calendar days after notifying TechSavi IT of cancellation.

(6) Unless TechSavi IT has agreed otherwise or the Goods are faulty, the Consumer is responsible for the cost of returning cancelled Goods.

(7) TechSavi IT may withhold the refund until it has received the Goods back or the Consumer has provided evidence of having returned them, whichever is earlier.

(8) TechSavi IT will refund the price paid for the Goods and the standard delivery charge, where applicable, within the period required by law. Additional delivery charges selected by the Consumer above the least expensive standard delivery option will not be refunded unless required by law.

(9) TechSavi IT may make a deduction from the refund for loss in value of Goods caused by unnecessary handling by the Consumer beyond what is necessary to establish the nature, characteristics and functioning of the Goods.

(10) Consumers do not have a right to cancel certain types of Goods and Services, including:

(a) sealed audio, video or computer software once unsealed;

(b) Digital Content once supply has begun, where the Consumer has expressly consented to immediate supply and acknowledged that the right to cancel will be lost;

(c) bespoke, personalised or custom-configured Goods;

(d) Services that have been fully performed with the Consumer’s prior express consent and acknowledgement that cancellation rights will be lost once fully performed;

(e) any other excluded category under applicable consumer law.

(11) Where the Consumer requests immediate supply of Digital Content, licence keys, downloads, subscriptions, cloud services or software activation during the 14-day cancellation period, TechSavi IT may require the Consumer to give express consent to immediate supply and acknowledge that the cancellation right will be lost once supply begins.

(12) Where the Consumer requests Services to begin during the 14-day cancellation period, the Consumer must pay for Services supplied up to the point of cancellation, unless the law provides otherwise.

(13) Faulty Goods are handled under the Consumer Rights Act 2015. Goods must be as described, of satisfactory quality and fit for purpose. Digital Content must be as described, fit for purpose and of satisfactory quality. Services must be performed with reasonable care and skill.

(14) Consumers may have a short-term right to reject faulty Goods, and may also be entitled to repair, replacement, price reduction or refund depending on the circumstances and the time elapsed.

(15) Nothing in these terms affects a Consumer’s statutory rights.

(16) Alternative Dispute Resolution details will be provided upon request. TechSavi IT is not obliged to use a specific ADR provider unless required by law or expressly agreed.

Errors and Omissions

(1) TechSavi IT makes reasonable efforts to ensure that all prices, specifications, stock information, descriptions and website content are accurate. However, errors may occur.

(2) Where there is a manifest error in price, description, availability or specification, TechSavi IT may cancel the order, even after issuing an order acknowledgement, provided the order has not yet been accepted or where cancellation is otherwise permitted by law.

(3) Where TechSavi IT cancels an order due to a manifest error, its liability is limited to refunding any amount paid by the Customer for the affected order.

(4) A “manifest error” means an obvious mistake which a reasonable customer should recognise as an error, including a price materially below the correct market or supplier price.

(5) TechSavi IT is not obliged to supply Goods, Digital Content or Services at an incorrect price where the error is obvious and could reasonably have been recognised by the Customer as an error.

WEEE Regulations

(1) Where Goods fall within the UK Waste Electrical and Electronic Equipment Regulations, TechSavi IT will comply with its applicable obligations as a distributor or reseller.

(2) Customers should not dispose of waste electrical or electronic equipment with general household or business waste. Such equipment should be collected, recycled or disposed of through appropriate WEEE channels.

(3) Where required by law, TechSavi IT will provide Consumers with information about takeback options or recycling arrangements for like-for-like electrical and electronic equipment.

(4) Business Customers are responsible for ensuring that WEEE arising from Goods purchased for business use is handled, stored, transferred, recycled and disposed of in accordance with applicable WEEE, environmental and waste-management laws, unless TechSavi IT has expressly agreed otherwise in writing.

(5) Where a manufacturer, producer or compliance scheme provides specific WEEE instructions, the Customer must follow those instructions.

Export Restrictions

(1) The Customer acknowledges that certain Goods, software, Digital Content, technology, technical data and Services may be subject to UK export controls, sanctions, embargoes, dual-use restrictions, vendor restrictions or other applicable trade controls.

(2) The Customer must not export, re-export, transfer, resell, supply, make available or otherwise distribute any Goods, software, Digital Content, technology or Services in breach of any applicable UK, US, EU, UN or other relevant export-control, sanctions or trade-compliance laws.

(3) Where an export licence, authorisation or approval is required, the Customer is responsible for obtaining it unless TechSavi IT expressly agrees otherwise in writing.

(4) TechSavi IT may refuse, suspend or cancel any order where it reasonably believes that fulfilment may breach export controls, sanctions, vendor rules or applicable law.

(5) The Customer must provide any information reasonably requested by TechSavi IT for export-control, sanctions, end-user, end-use, anti-diversion, vendor-compliance or trade-compliance checks.

(6) The Customer shall indemnify TechSavi IT against all losses, liabilities, claims, costs, charges and expenses, including reasonable legal fees, arising from the Customer’s breach of this Clause 16.

Anti-Bribery

(1) The Customer shall:

(a) comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery, anti-corruption, fraud, tax evasion facilitation and financial crime, including the Bribery Act 2010;

(b) not engage in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010 if carried out in the UK;

(c) maintain adequate policies and procedures designed to prevent bribery, corruption and facilitation of tax evasion, where appropriate to the Customer’s business;

(d) promptly notify TechSavi IT of any request or demand for any undue financial or other advantage received in connection with any order or contract with TechSavi IT;

(e) promptly notify TechSavi IT if a foreign public official becomes an officer, employee, owner or controller of the Customer where this may affect the relationship with TechSavi IT.

(2) Breach of this Clause 17 shall be deemed a material breach.

(3) For the purpose of this Clause 17, terms such as “adequate procedures”, “foreign public official” and “associated person” shall be interpreted in accordance with the Bribery Act 2010 and related official guidance.

Confidential Information and Data Protection

(1) Each party shall keep confidential all confidential information received from the other party, protect it against unauthorised access, loss, theft or damage, and use it only for purposes connected with the relevant order or contract.

(2) The confidentiality obligations in this Clause 18 survive termination or expiry of the contract for a period of three years, except for trade secrets and highly confidential information, which shall remain confidential for as long as they remain confidential in nature.

(3) Confidentiality obligations do not apply to information which:

(a) is or becomes public through no breach of these terms;

(b) was lawfully known before disclosure;

(c) is received lawfully from a third party without confidentiality restriction;

(d) is independently developed without use of the other party’s confidential information;

(e) must be disclosed by law, court order or regulatory authority.

(4) Each party shall comply with applicable data protection laws, including the UK General Data Protection Regulation, the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations where applicable.

(5) TechSavi IT’s privacy policy applies to orders, website use, customer accounts and related communications. A copy is available on the TechSavi IT website.

(6) TechSavi IT may process personal data for purposes including order management, payment processing, delivery, licence provisioning, support, warranty handling, fraud prevention, security, compliance, customer communication, accounting and legal obligations.

(7) The Customer is responsible for ensuring that any personal data it provides to TechSavi IT has been collected and shared lawfully, and that relevant data subjects have been given appropriate privacy information.

(8) Where TechSavi IT acts as a processor on behalf of the Customer, the parties shall enter into any required data processing agreement or vendor terms before such processing begins.

(9) Where TechSavi IT acts as an independent controller, it shall process personal data in accordance with its privacy policy and applicable law.

(10) The Customer authorises TechSavi IT to use suppliers, vendors, couriers, payment providers, distributors, cloud providers, software publishers and other sub-processors or service providers where necessary to fulfil orders or provide Services.

(11) Where personal data is transferred outside the UK, TechSavi IT shall ensure that appropriate safeguards are used where required, such as adequacy regulations, the UK International Data Transfer Agreement, the UK Addendum to EU Standard Contractual Clauses, or another lawful transfer mechanism.

(12) TechSavi IT is not responsible for personal data processing carried out independently by third-party vendors, publishers, manufacturers, cloud providers or service providers where such processing is governed by the Customer’s direct agreement with that third party.

General

(1) Nothing in these terms and conditions affects your statutory rights as a Consumer.

(2) If any provision of these terms is held to be invalid, unlawful or unenforceable, that provision shall be deemed severed and the remaining provisions shall continue in full force and effect.

(3) Any waiver of a breach of these terms must be in writing and shall not be treated as a waiver of any future breach.

(4) Any variation of these terms must be in writing and approved by a duly authorised representative of TechSavi IT.

(5) The headings are for convenience only and shall not affect the interpretation of these terms.

(6) Any notices given under these terms shall be in writing and sent:

(a) by first-class prepaid post or recorded delivery to the last known postal address of the relevant party; or

(b) by email to the last notified email address of the relevant party.

(7) Notices sent by post shall be deemed received two Working Days after posting. Notices sent by email shall be deemed received on the next Working Day after transmission, provided no bounce-back or delivery failure notice is received.

(8) TechSavi IT may assign, transfer, subcontract or delegate its rights or obligations under these terms where reasonably necessary for business, operational or fulfilment purposes. The Customer may not assign or transfer its rights or obligations without TechSavi IT’s prior written consent.

(9) No person other than TechSavi IT and the Customer has any right to enforce these terms under the Contracts (Rights of Third Parties) Act 1999, except where expressly stated.

(10) These terms and conditions, together with the relevant order, quotation, invoice, licence terms, service description and privacy policy, form the agreement between TechSavi IT and the Customer.

(11) These terms and conditions shall be governed by and construed in accordance with the laws of England and Wales.

(12) If the Customer is a Business Customer, the courts of England and Wales shall have exclusive jurisdiction.

(13) If the Customer is a Consumer, the courts of England and Wales shall have non-exclusive jurisdiction, and the Consumer may also have rights to bring proceedings in the part of the United Kingdom where they live.

(14) TechSavi IT may record telephone calls, online chats and other customer communications for training, quality control, compliance and dispute-resolution purposes, in accordance with applicable data protection law.