terms-and-conditions-of-sale
FINGERTIP SOLUTIONS LIMITED
Standard Terms & Conditions of Business
Version 1.0 | March 2026 | Company No. 07517717
IMPORTANT — PLEASE READ CAREFULLY
These Terms & Conditions (Terms) govern all contracts for the supply of goods, software licences, telecoms services, and managed IT services by Fingertip Solutions Limited. By signing, electronically accepting, or otherwise approving a quotation or order, the Customer agrees to be bound by these Terms. If you do not accept these Terms, you must not place an order.
- DEFINITIONS
In these Terms, the following words have the meanings set out below:
“Company” means Fingertip Solutions Limited, a company incorporated in England and Wales (Company No. 07517717), whose registered office is at New Connexion House, 2 Marsh Lane, Shepley, Huddersfield, HD8 8AE.
“Customer” means the person, organisation, or entity named in the Quotation or Order who purchases or agrees to purchase Goods or Services from the Company.
“Quotation” means any written proposal, estimate, or quotation issued by the Company to the Customer, whether in paper or electronic form.
“Order” means the Customer’s acceptance of a Quotation, whether by electronic signature, written signature, purchase order, email confirmation, or any other form of acceptance.
“Goods” means any hardware, equipment, or physical products supplied by the Company.
“Services” means managed IT services, telecoms services, software licensing, installation, configuration, or any other services supplied by the Company.
“Third-Party Supplier” means any upstream provider, manufacturer, carrier, or licensor whose products or services the Company resells or incorporates, including without limitation Openreach, BT Wholesale, Microsoft, WatchGuard, and software vendors.
“Contract” means the binding agreement between the Company and the Customer, formed upon acceptance of a Quotation and incorporating these Terms.
“Minimum Term” means the minimum contractual period specified in the Quotation, during which the Customer may not terminate the Contract without incurring an Early Termination Charge.
“Charges” means all fees, recurring charges, one-off charges, and expenses payable by the Customer under a Contract.
“Confidential Information” means any information disclosed by either party that is marked as confidential or that would reasonably be understood to be confidential.
“Data Protection Legislation” means the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and any successor legislation.
- QUOTATIONS AND ACCEPTANCE
2.1 All Quotations are valid for the period specified on the Quotation. Where no validity period is stated, Quotations are valid for 30 days from the date of issue. The Company reserves the right to withdraw or amend a Quotation at any time before acceptance.
2.2 A Contract is formed when the Customer accepts a Quotation by any of the following means: (a) electronic signature via the Company’s proposal platform; (b) written signature returned by post or email; (c) issue of a purchase order referencing the Quotation; or (d) verbal or written instruction to proceed. The Company reserves the right to request written confirmation of verbal acceptances.
2.3 Where possible, the Company strongly encourages acceptance via its electronic signature platform, which provides a tamper-evident audit trail. Acceptance by other means is valid but the Customer acknowledges that the terms of the Quotation and these Terms apply in full.
2.4 These Terms are incorporated into every Contract. By accepting a Quotation, the Customer confirms that it has read and agrees to these Terms. Any Customer terms and conditions shall have no effect unless expressly accepted in writing by a director of the Company.
2.5 The Company reserves the right to decline any Order at its discretion, including where a pricing or other error has occurred in the Quotation.
- PRICING AND CHARGES
3.1 All prices in a Quotation are in pounds sterling and are exclusive of VAT unless stated otherwise. VAT will be charged at the prevailing rate on the date of invoice.
3.2 Prices quoted for Goods and Services are valid for the period specified in clause 2.1. After that period, prices are subject to change without notice.
3.3 Where the Company resells or passes through products, services, or charges from a Third-Party Supplier, prices for such items are quoted at the rates published or notified by that Third-Party Supplier at the time of Quotation. The Company gives no warranty that those prices will remain in force at the time of fulfilment. If a Third-Party Supplier increases its charges after a Quotation has been accepted but before or during fulfilment, the Company reserves the right to pass that increase to the Customer at cost, with reasonable notice. The Customer will be notified of any such increase as soon as reasonably practicable.
3.4 Installation, provisioning, and survey charges levied by Third-Party Suppliers (including without limitation Openreach civil engineering and advanced installation charges) are pass-through costs and are subject to change by the relevant supplier at any time. Any increase in such charges between the date of Quotation and the date of installation will be invoiced to the Customer at the revised rate.
3.5 Annual price reviews: the Company may increase recurring Charges (including managed service fees and software licence fees) once per contract year upon 30 days’ written notice to the Customer. Such increases will not exceed the higher of 5% or the prevailing rate of CPI inflation.
3.6 Microsoft 365 and other cloud licence fees are set by the relevant publisher and are subject to change by the publisher at any time. The Company will pass such changes to the Customer in line with its own supplier notification period.
- THIRD-PARTY SUPPLIERS AND PRODUCT SUBSTITUTION
4.1 The Company acts as a reseller or intermediary for many products and services provided by Third-Party Suppliers. The Company will use reasonable endeavours to procure and supply the specific products referenced in a Quotation, but accepts no liability for any failure by a Third-Party Supplier to supply, or for changes to a Third-Party Supplier’s product range, pricing, or availability.
4.2 Where a product or service specified in a Quotation is withdrawn, discontinued, or materially altered by a Third-Party Supplier before or during fulfilment, the Company reserves the right to substitute a comparable product or service of equivalent or superior capability. The Company will notify the Customer of any such substitution and the applicable revised price before proceeding. If the Customer does not wish to accept the substitute, it may cancel the relevant element of the Order without penalty; however, any costs already incurred by the Company in relation to that element shall remain payable.
4.3 Where a product is withdrawn after delivery has commenced (for example, where an internet access product is discontinued mid-contract by the carrier), the Company will use reasonable endeavours to migrate the Customer to an equivalent service. Additional costs arising from such a migration, where outside the Company’s control, will be discussed with the Customer prior to implementation.
4.4 The Company cannot guarantee the performance, uptime, or service levels of Third-Party Suppliers. Any service level commitments set out in a Quotation or accompanying service schedule reflect the Company’s reasonable expectations based on information available at the time and are not guarantees.
- TELECOMS SERVICES
5.1 Telecoms services (including broadband, leased lines, SoGEA, FTTC, FTTP, and telephone services) are subject to the Minimum Term specified in the Quotation. Unless otherwise stated, Minimum Terms for telecoms services are 36 months from the date of service activation.
5.2 Where an interim telecoms service is provided pending the availability or installation of a permanent service, the interim service shall operate on a monthly rolling basis unless otherwise specified. The Customer acknowledges that: (a) the interim service may be provided under a separate agreement with the underlying carrier; and (b) cancellation of the interim service upon transition to a permanent service may trigger a carrier cancellation charge. Any such cancellation charges will be passed to the Customer at cost.
5.3 Estimated installation and activation dates provided by the Company are indicative only and are subject to the scheduling and availability of Openreach or other relevant carriers. The Company accepts no liability for delays in installation caused by Third-Party Suppliers or by circumstances outside its control.
5.4 Where FTTP or another next-generation service is provisionally scheduled in a Quotation (for example, following confirmation of availability in the Customer’s area), the timing of such installation remains subject to Openreach or carrier availability. Delays do not constitute a breach of contract by the Company.
5.5 Fair use: all broadband services are subject to the fair use policies of the relevant carrier. The Company reserves the right to apply usage policies in line with its supplier obligations.
5.6 Early termination of telecoms services during a Minimum Term will incur an Early Termination Charge equal to the outstanding monthly recurring charges for the remainder of the Minimum Term, plus any carrier-imposed termination fees.
- HARDWARE SUPPLY
6.1 Risk in Goods passes to the Customer on delivery. Title in Goods passes to the Customer only upon receipt of full payment.
6.2 Delivery dates are estimates only. The Company shall not be liable for any loss or damage arising from delays in delivery.
6.3 The Customer must inspect Goods upon delivery and notify the Company in writing within 5 business days of any damage, shortage, or discrepancy. Failure to do so shall constitute acceptance of the Goods.
6.4 Returns and cancellations: Goods may not be returned after acceptance without the Company’s prior written consent. Special-order or custom-configured Goods may not be returned. Where a return is authorised, a restocking fee may apply. The Company will advise of any applicable fee at the time of authorising the return.
6.5 Hardware supplied by the Company carries the manufacturer’s standard warranty. The Company will provide reasonable assistance in facilitating warranty claims but is not itself the warrantor unless explicitly stated in the Quotation.
- SOFTWARE LICENSING
7.1 Where the Company resells or facilitates software licences (including Microsoft 365, WatchGuard LiveSecurity, Senso, and similar products), those licences are granted by the relevant publisher or licensor under the publisher’s own terms. The Customer agrees to comply with the applicable end-user licence agreement.
7.2 Software licence fees quoted on a per-seat or per-device basis are calculated at the quantities specified in the Quotation. If the Customer’s licence requirements increase, additional licence fees will apply at the then-current rate.
7.3 Annual licence renewals: where software licences are provided on an annual basis, the Company will seek to provide at least 30 days’ notice of the renewal date and applicable charges. Prices at renewal may differ from the initial year’s price in line with the publisher’s prevailing rates.
7.4 The Company accepts no liability for any inability to supply or renew a software licence arising from a publisher’s decision to withdraw, modify, or restrict access to a product.
- MANAGED IT SERVICES
8.1 Managed IT services are provided under the scope and terms set out in the relevant Quotation and/or Managed Services Agreement. In the event of any conflict between these Terms and a Managed Services Agreement, the Managed Services Agreement shall take precedence.
8.2 The Company will use reasonable skill and care in providing managed services. Service levels, response times, and escalation procedures are as set out in the applicable service schedule.
8.3 Managed service contracts are subject to the Minimum Term specified in the Quotation, which is typically 12 months. Following the expiry of the Minimum Term, contracts continue on a rolling monthly basis unless either party gives 30 days’ written notice of termination.
8.4 Out-of-scope work requested by the Customer that falls outside the agreed service schedule will be quoted separately and charged at the Company’s then-current day or hourly rate.
8.5 The Customer is responsible for maintaining adequate backups of its data. The Company will provide guidance on backup solutions where requested but accepts no liability for data loss unless caused by the Company’s gross negligence.
- PAYMENT TERMS
9.1 Invoices are payable within 30 days of the invoice date unless otherwise agreed in writing.
9.2 Recurring charges (monthly or annual) will be invoiced in advance unless otherwise agreed.
9.3 Interest on late payments: without prejudice to any other right or remedy, the Company reserves the right to charge interest on overdue invoices at the rate of 8% per annum above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. Interest will accrue daily from the due date until the date of actual payment.
9.4 The Company also reserves the right to claim reasonable debt recovery costs under the Late Payment of Commercial Debts Regulations 2002.
9.5 Where an invoice is disputed, the Customer must notify the Company in writing within 10 business days of the invoice date, setting out the nature of the dispute. The undisputed portion of any invoice remains payable by the due date.
9.6 The Company reserves the right to suspend Services where any invoice remains unpaid for more than 30 days after the due date, having given reasonable written notice. Suspension of Services does not relieve the Customer of its obligation to pay outstanding Charges.
- CONTRACT TERM AND TERMINATION
10.1 Each Contract commences on the date of acceptance of the relevant Quotation and continues for the Minimum Term specified. Where no Minimum Term is stated, contracts are monthly rolling.
10.2 Following expiry of the Minimum Term, rolling contracts may be terminated by either party on 30 days’ written notice. Telecoms contracts with a Minimum Term may be terminated by the Customer giving not less than 30 days’ written notice, provided such notice is given no earlier than 30 days before the end of the Minimum Term.
10.3 Early termination by the Customer during a Minimum Term will incur an Early Termination Charge. Unless otherwise specified in the Quotation, this charge will be equal to: (a) all outstanding monthly recurring charges for the remainder of the Minimum Term; plus (b) any carrier, supplier, or third-party cancellation charges incurred by the Company as a direct result of the early termination.
10.4 The Company may terminate a Contract with immediate effect upon written notice if: (a) the Customer fails to pay any sum due and does not remedy that failure within 14 days of written notice; (b) the Customer enters into insolvency, administration, or liquidation; or (c) the Customer commits a material breach of these Terms that is incapable of remedy or is not remedied within 14 days of written notice.
10.5 On termination, the Customer shall pay all outstanding Charges and return any Company-owned equipment in good condition (reasonable wear and tear excepted). Failure to return Company equipment will result in a replacement charge at the current market rate.
10.6 Contracts do not auto-renew. The Company will seek to contact the Customer in advance of the expiry of a Minimum Term to discuss renewal options.
- LIABILITY AND INDEMNITY
11.1 Nothing in these Terms limits or excludes either party’s liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot lawfully be excluded or limited.
11.2 Subject to clause 11.1, the Company’s total aggregate liability to the Customer in connection with any Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total Charges paid by the Customer under that Contract in the 12 months immediately preceding the event giving rise to the claim.
11.3 Subject to clause 11.1, the Company shall not be liable for: (a) any indirect, special, or consequential loss; (b) loss of profits, revenue, or business; (c) loss of data or corruption of data; (d) loss of goodwill or reputation; or (e) any loss arising from the acts or omissions of a Third-Party Supplier, whether or not foreseeable.
11.4 The Company maintains comprehensive professional indemnity, public liability, and cyber insurance. Evidence of cover is available on written request.
11.5 The Customer shall indemnify the Company against any claims, losses, or costs arising from: (a) the Customer’s breach of these Terms; (b) the Customer’s misuse of any Goods or Services; or (c) any third-party claim arising from the Customer’s use of the Company’s services.
- DATA PROTECTION
12.1 Both parties shall comply with the Data Protection Legislation in the performance of their obligations under any Contract.
12.2 The Company is registered with the Information Commissioner’s Office (ICO) as a data controller and, where applicable, as a data processor. The Company’s ICO registration details are available on request.
12.3 Where the Company processes personal data on behalf of the Customer as a data processor (for example, in the course of providing managed IT services or monitoring solutions), the parties shall enter into a Data Processing Agreement (DPA) which shall form part of the Contract. The Company’s standard DPA is available on request.
12.4 The Company shall implement and maintain appropriate technical and organisational measures to protect personal data against unauthorised access, loss, or destruction, in accordance with UK GDPR requirements.
12.5 The Customer is responsible for ensuring that any personal data it provides to the Company has been collected lawfully and that it has an appropriate lawful basis for sharing such data with the Company.
- CONFIDENTIALITY
13.1 Each party shall keep the other’s Confidential Information confidential and shall not disclose it to any third party without the prior written consent of the disclosing party, except as required by law or as necessary to perform its obligations under the Contract.
13.2 This obligation of confidentiality shall survive termination of the Contract for a period of three years.
- FORCE MAJEURE
14.1 Neither party shall be liable for any failure or delay in performing its obligations under a Contract to the extent that such failure or delay is caused by a Force Majeure Event. A “Force Majeure Event” means any event beyond a party’s reasonable control, including acts of God, natural disasters, pandemic, war, civil unrest, fire, flood, strikes, embargoes, government action, failure of Third-Party Supplier infrastructure, or failure of the internet or telecommunications networks.
14.2 The affected party shall notify the other party as soon as reasonably practicable and shall use reasonable endeavours to mitigate the effect of the Force Majeure Event.
14.3 If a Force Majeure Event continues for more than 60 days, either party may terminate the affected Contract on written notice without liability, save for payment of Charges for Services already delivered.
- INTELLECTUAL PROPERTY
15.1 All intellectual property rights in materials, tools, methodologies, and deliverables created by the Company in the performance of Services shall remain the property of the Company unless expressly agreed otherwise in writing.
15.2 The Customer is granted a non-exclusive, non-transferable licence to use any such materials solely for its own internal business purposes for the duration of the Contract.
15.3 Third-party software and products supplied by the Company are subject to the intellectual property rights of the relevant owner and the applicable licence terms.
- GENERAL
16.1 Entire agreement: these Terms, together with the relevant Quotation and any applicable Managed Services Agreement or DPA, constitute the entire agreement between the parties in relation to its subject matter and supersede all previous agreements, representations, and understandings.
16.2 Variation: no variation to these Terms shall be effective unless agreed in writing by an authorised representative of the Company.
16.3 Waiver: failure by the Company to enforce any right under these Terms shall not constitute a waiver of that right.
16.4 Severability: if any provision of these Terms is found to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.
16.5 Notices: any notice under these Terms shall be in writing and delivered by email or first-class post to the address specified in the relevant Contract. Notices sent by email are deemed received on the next business day after sending, provided no delivery failure notification is received.
16.6 Assignment: the Customer may not assign or transfer its rights or obligations under any Contract without the prior written consent of the Company. The Company may assign its obligations to any successor entity or group company.
16.7 Third-party rights: no third party shall have the right to enforce any term of a Contract under the Contracts (Rights of Third Parties) Act 1999.
16.8 Governing law and jurisdiction: these Terms and any Contract shall be governed by and construed in accordance with the laws of England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.
COMPANY DETAILS
Fingertip Solutions Limited | Company No. 07517717 | Registered in England and Wales
Registered Office: New Connexion House, 2 Marsh Lane, Shepley, Huddersfield, HD8 8AE
Trading Address: Earl Business Centre, Oldham, Greater Manchester, OL8 2PF | Tel: 0161 960 0999 | fingertipsolutions.co.uk
Document History
Version 1.0 — June 2025 — Initial release
This document should be reviewed annually or following any material change in the Company’s service portfolio or applicable legislation.