Terms of Business

The terms on which we sell goods, software and cloud subscriptions.

These are the terms on which 64TEQ Limited sells goods, software licences and cloud subscriptions. They apply to every quotation, order and contract for Products unless 64TEQ has agreed different terms in writing. Services are supplied under the 64TEQ Services Agreement. 64TEQ sells to businesses only.

Version 2026.1 · Applies to quotations and orders dated on or after 18 September 2026 · Quotations refer to these terms as "64TEQ Terms of Business version 2026.1 at 64teq.com/terms". Services are supplied under the 64TEQ Services Agreement, whose managed service levels are published here too; personal data we process for you is covered by the Data Processing Terms.

1. Definitions

In these Terms the following words have the meanings given below.

Business Day: a day other than a Saturday, Sunday or public holiday in England
Cancellation Window: the period after purchase or renewal within which the Vendor allows a Cloud Subscription to be cancelled or reduced with a refund
Cloud Subscription: Software or a service that the Customer subscribes to for a Term and that is provisioned and delivered online by a Vendor, including Microsoft 365, Azure and other services bought through the Microsoft Cloud Solution Provider programme
Contract: the contract between 64TEQ and the Customer for the supply of Products, made up of the Order, these Terms and the Data Processing Terms where they apply
Customer: the business, public body or charity that buys Products from 64TEQ
Data Processing Terms: 64TEQ's data processing terms, published at 64teq.com and set out in Schedule 4 of the Services Agreement
Delivery: when Goods are delivered under clause 7.6
Delivery Address: the address in the Order or, if none, the Customer's principal place of business in the United Kingdom
Distributor: a distributor or other supplier from which 64TEQ sources Products
Goods: hardware, equipment, consumables and other physical items described in the Order
Insolvency Event: any of the events in clause 19.4
Order: the Customer's order for Products, whether by signed quotation, purchase order, email or portal, as accepted by 64TEQ
Products: Goods, Software and Cloud Subscriptions
Quotation: a quotation or proposal issued by 64TEQ
Services Agreement: the 64TEQ Services Agreement, which governs professional services, managed services and communications services
Software: software licensed by a Vendor and supplied by 64TEQ, including licence keys, media and downloads, other than a Cloud Subscription
Term: the committed period of a Cloud Subscription stated in the Order
Terms: these terms of business as published by 64TEQ from time to time
VAT: value added tax
Vendor: the manufacturer, publisher, licensor or service provider of a Product
Vendor Terms: the Vendor's licence, subscription, warranty, support and use terms that apply to a Product, including any end user licence agreement, the Microsoft Customer Agreement and the Vendor's published service descriptions and service levels

1.1In these Terms, writing includes email. Words following "including" or "for example" do not limit what comes before them. A reference to a law includes that law as amended or replaced.

2. Business customers only

2.164TEQ supplies Products to businesses, public bodies and charities. It does not supply consumers.

2.2By placing an Order the Customer confirms that it is buying for the purposes of its business, trade or profession and not as a consumer.

2.3The Consumer Rights Act 2015 and other consumer protection laws do not apply to the Contract.

3. Quotations, orders and how the Contract is formed

3.1A Quotation is an invitation to order. Prices and stock for hardware and software can change within days, so a Quotation is valid for seven days from its date unless it says otherwise. Price and availability are confirmed only when 64TEQ accepts the Order. Prices in a Quotation are subject to clause 5. Stock and lead times in a Quotation are as reported by the Distributor or Vendor at the time and are not guaranteed.

3.2The Customer places an Order by signing or accepting the Quotation, by sending a purchase order that refers to it or by confirming in writing. An Order is an offer by the Customer to buy the Products on these Terms.

3.3The Contract is formed when 64TEQ accepts the Order in writing or, if earlier, when 64TEQ dispatches the Goods or provisions the Software or Cloud Subscription. 64TEQ may decline an Order for any reason.

3.4These Terms apply to the exclusion of any terms the Customer seeks to impose or incorporate, including terms printed on a purchase order, and of any terms implied by trade, custom or course of dealing.

3.5Each Order forms a separate Contract.

3.6Descriptions, images, specifications and performance figures published by 64TEQ or a Vendor are a guide only. The Vendor's published specification for the Product at the date of the Order describes what is supplied.

3.7If there is a conflict between the documents that make up a Contract, the following order of precedence applies:

3.7.1the Vendor Terms, for the licensing, use, warranty, support, availability and security of the Product;
3.7.2the Order, for the description of the Products, the quantities, the prices, the Term and any special terms that 64TEQ has expressly agreed in writing;
3.7.3these Terms; and
3.7.4the Data Processing Terms, for the processing of personal data.

3.8Where the Customer buys Products under an Order placed under the Services Agreement, the Services Agreement governs the services and these Terms govern the Products.

4. Vendor Terms

4.164TEQ is a reseller. It does not make, publish or operate the Products. Each Product is made, licensed or operated by its Vendor.

4.2Vendor Terms apply to the Customer's use of a Product and form a contract between the Customer and the Vendor. The Customer must comply with them and must ensure that its users comply with them.

4.3The Customer accepts the Vendor Terms by placing an Order and, in any event, by installing, activating, accessing or using the Product. Where a Vendor requires the Customer to accept its terms directly, for example the Microsoft Customer Agreement, the Customer will do so when asked. 64TEQ cannot provision the Product until the Customer has done so.

4.464TEQ will identify the Vendor Terms that apply to a Product on or with the Quotation, or will tell the Customer where to find them. Vendor Terms change from time to time and the version published by the Vendor at the relevant time applies.

4.5A Vendor may change, withdraw or discontinue a Product or a feature of it, change its prices or change the Vendor Terms. 64TEQ is not responsible for the acts, omissions, products or services of a Vendor or Distributor, and its liability for a Product is limited to what these Terms provide.

4.6A Vendor may verify or audit the Customer's use of a Product under the Vendor Terms. The Customer will cooperate and will pay any charges that arise from use beyond what it has licensed.

4.7The Customer will indemnify 64TEQ against any claim, charge, loss or cost that a Vendor or Distributor brings against or imposes on 64TEQ because the Customer, or anyone the Customer allows to use a Product, has breached the Vendor Terms or misused the Product.

5. Prices

5.1The price of a Product is the price in the Order. Prices are in pounds sterling and exclude VAT, delivery, installation, insurance and any other charges stated separately in the Quotation.

5.2Until 64TEQ accepts an Order it may withdraw or revise a Quotation at any time.

5.3After 64TEQ accepts an Order and before Delivery or provisioning, 64TEQ may increase the price of a Product to reflect:

5.3.1an increase in the price charged to 64TEQ by the Vendor or Distributor;
5.3.2a change in the exchange rate between pounds sterling and the currency in which the Vendor or Distributor prices the Product;
5.3.3the introduction or increase of any tax, duty, tariff or levy; or
5.3.4a change to the Order, the Delivery Address or the delivery date requested by the Customer.

5.4If 64TEQ increases a price under clause 5.3 it will tell the Customer in writing. The Customer may cancel the affected line of the Order without charge by written notice within three Business Days of that notice, unless the Products have already been dispatched or provisioned. If the Customer does not cancel, it is taken to have accepted the new price.

5.5The price of a renewal of a Cloud Subscription, Software licence or support contract is the Vendor's price at the time of renewal, as passed on by 64TEQ.

5.664TEQ may correct an obvious error in a Quotation or Order at any time before Delivery or provisioning.

6. Payment

6.164TEQ invoices:

6.1.1Goods on dispatch, or when the Goods are ready if the Customer delays Delivery;
6.1.2Software when the licence key, download or media is issued;
6.1.3Cloud Subscriptions in advance for each billing period in the Order, with any usage based charges monthly in arrears; and
6.1.4renewals in advance of the renewal date.

6.2The Customer must pay each invoice in full and in cleared funds within 30 days of the invoice date, unless the Order states a different period. Payment is by bank transfer to the account named on the invoice.

6.364TEQ may require payment in advance from a new Customer, for an Order above the Customer's credit limit or where it has reasonable concerns about the Customer's ability to pay. 64TEQ may set, reduce or withdraw a credit limit at any time and may ask for trade references, financial information, a deposit, a guarantee or other security. For a Cloud Subscription with an annual or three year Term, 64TEQ may require the charges for the whole Term to be paid in advance.

6.4If the Customer does not pay by the due date:

6.4.1the Customer must pay interest and compensation on the overdue sum under the Late Payment of Commercial Debts (Interest) Act 1998;
6.4.264TEQ may suspend deliveries, provisioning, renewals, support and Cloud Subscriptions under any Contract until payment is made, after giving five Business Days' written notice;
6.4.3all sums owed by the Customer under all Contracts become due immediately; and
6.4.4the Customer must pay 64TEQ's reasonable costs of recovering the debt.

6.5The Customer must pay all sums in full without set off, counterclaim, deduction or withholding, other than tax required by law. If the Customer disputes an invoice in good faith it must tell 64TEQ in writing within ten Business Days of the invoice date, giving reasons, and must pay the undisputed part on time.

6.664TEQ may invoice by email. The Customer will accept electronic invoices.

7. Delivery of Goods

7.164TEQ will deliver Goods to the Delivery Address. Delivery is to mainland United Kingdom unless the Order states otherwise. Delivery charges are as stated in the Quotation or, if not stated, as reasonably charged by 64TEQ.

7.2Goods may be dispatched directly from a Distributor or Vendor. Packaging and paperwork may be theirs rather than 64TEQ's.

7.3Delivery dates are estimates. Time of Delivery is not of the essence. 64TEQ will tell the Customer of any material delay it becomes aware of. If Goods are on back order or on allocation with the Vendor, 64TEQ will pass on the Vendor's or Distributor's estimated date, which may change.

7.464TEQ is not liable for any loss the Customer suffers because Goods are delivered late, and late delivery does not entitle the Customer to cancel the Order or to refuse the Goods.

7.564TEQ may deliver in instalments. Each instalment is invoiced separately. A delay or defect in one instalment does not entitle the Customer to cancel any other instalment.

7.6Delivery takes place when the Goods arrive at the Delivery Address or, if the Customer collects them or uses its own carrier, when they are handed over.

7.7The Customer will ensure that someone is available to accept and sign for the Goods and will give any access or site information needed. If Delivery fails because of the Customer, 64TEQ may charge for redelivery and for storage and insurance in the meantime, and Delivery is treated as having taken place when the Goods were first offered for delivery.

7.8If the Customer has not taken Delivery within 20 Business Days after 64TEQ tells it that the Goods are ready, 64TEQ may resell or dispose of the Goods and charge the Customer for any shortfall and its costs.

7.9The Customer must check the Goods on Delivery and tell 64TEQ in writing:

7.9.1within three Business Days of Delivery, of any shortage, wrong item or visible damage; and
7.9.2within seven days of Delivery, of any damage that was not visible on Delivery.

7.10The Customer must keep the packaging and the Goods available for inspection and must not use damaged Goods. If the Customer does not give notice within the periods in clause 7.9, the Goods are treated as delivered complete and undamaged. This does not affect the Customer's rights under the Vendor's warranty.

8. Risk and title

8.1Risk in Goods passes to the Customer on Delivery.

8.2Title to Goods does not pass to the Customer until 64TEQ has received in full, in cleared funds, the price of those Goods and all other sums that are due from the Customer to 64TEQ under any Contract.

8.3Until title passes the Customer must:

8.3.1hold the Goods as 64TEQ's bailee and keep them insured for their full price;
8.3.2keep the Goods identifiable as 64TEQ's property and not remove or obscure any identifying marks;
8.3.3not sell, charge, lease or part with possession of the Goods, except that the Customer may use them in the ordinary course of its business; and
8.3.4tell 64TEQ at once if an Insolvency Event occurs.

8.4If an Insolvency Event occurs or the Customer fails to pay when due, the Customer's right to use the Goods ends at once. 64TEQ may require the Customer to deliver up the Goods and, if it does not do so promptly, may enter any premises where the Goods are kept to recover them.

8.564TEQ may sue for the price of the Goods once risk has passed, even if title has not.

8.6Software and Cloud Subscriptions are licensed, not sold. Title to them never passes to the Customer.

9. Cancellation and returns

9.1Once 64TEQ has accepted an Order the Customer may not cancel it without 64TEQ's written agreement.

9.2The following cannot be cancelled or returned in any circumstances other than under clause 9.4: Goods that are built, configured, engraved or ordered specially for the Customer; Software once a licence key, download or media has been issued; Cloud Subscriptions outside the Cancellation Window; Vendor commitments such as Azure reserved instances and savings plans, which are non cancellable and non refundable once placed; and any Product that the Vendor or Distributor treats as non cancellable and non returnable. Where a Vendor allows a commitment to be exchanged or cancelled, its rules and fees apply and are passed on. 64TEQ will identify such Products on the Quotation where it can.

9.3If 64TEQ agrees to accept a return of standard stock Goods:

9.3.1the Customer must ask within five days of Delivery;
9.3.2the Goods must be unused, unopened, in their original sealed packaging and in resaleable condition;
9.3.3the Customer must obtain a returns authorisation number from 64TEQ and return the Goods at its own cost and risk within ten Business Days of receiving it; and
9.3.464TEQ will credit the price less the Vendor's or Distributor's restocking charge and 64TEQ's reasonable handling costs, once the Distributor has accepted the return.

9.4Goods that are faulty on arrival are dealt with under the Vendor's dead on arrival process and within the Vendor's dead on arrival period. 64TEQ will help the Customer raise the case and will arrange the replacement or repair that the Vendor offers. The Customer must report a fault on arrival as soon as it is found and must follow the Vendor's instructions.

9.5Where 64TEQ agrees to cancel an Order line before dispatch, the Customer will pay any cancellation charge imposed by the Vendor or Distributor and 64TEQ's reasonable costs. Where 64TEQ cannot cancel the corresponding order with its Vendor or Distributor without cost, the full price of the line remains payable.

10. Quality and warranty of Goods

10.164TEQ warrants that on Delivery the Goods will be as described in the Order and will conform to the Vendor's published specification.

10.2Goods carry the Vendor's warranty. 64TEQ passes the benefit of the Vendor's warranty to the Customer so far as it is able. Defects in materials, workmanship or performance that arise after Delivery are covered by the Vendor's warranty and not by 64TEQ. The Vendor's warranty period, coverage, exclusions and process are set out in the Vendor Terms.

10.364TEQ will help the Customer register the Goods, log a warranty claim with the Vendor and progress it. This help is part of 64TEQ's service and is not charged. The repair or replacement itself is the Vendor's responsibility under the Vendor Terms, and 64TEQ is not liable if the Vendor fails to honour its warranty, although it will escalate the claim on the Customer's behalf.

10.4The warranty in clause 10.1 does not apply to a defect caused by any of the following: fair wear and tear; misuse, neglect or accident; abnormal conditions; failure to follow the Vendor's instructions; alteration or repair by anyone other than the Vendor or its authorised agent; use with items the Vendor has not approved; or any event after risk passed to the Customer. It does not apply to consumables.

10.5If Goods do not comply with clause 10.1 and the Customer gives notice within the periods in clause 7.9, 64TEQ will, at its option, repair or replace the Goods or refund the price of the Goods concerned. This is the Customer's only remedy for breach of clause 10.1, subject to clause 18.

10.6The Customer is responsible for deciding that the Products are suitable for its needs, unless 64TEQ has agreed a specification or design in writing under the Services Agreement. Except as set out in this clause 10, all conditions, warranties and terms implied by law about the quality, fitness for purpose or description of the Goods are excluded to the fullest extent the law allows.

11. Software licences

11.1Software is licensed to the Customer by the Vendor under the Vendor Terms. 64TEQ supplies the licence and does not itself grant any rights in the Software.

11.2Software is delivered when 64TEQ sends the licence key, download link or media, or when the Vendor makes the Software available to the Customer. The Customer is responsible for downloading, installing and activating the Software and for keeping licence keys secure.

11.3The Customer must use the Software within the licence metrics it has bought, for example named users, devices, cores or sites, and must keep records that show this. Where the Vendor finds use beyond the licence, the Customer will buy the additional licences at the Vendor's price and pay any charges the Vendor imposes.

11.4Maintenance, support and subscription renewals for Software do not renew automatically. 64TEQ may send a renewal quotation before expiry, but the Customer is responsible for renewing in time. A Vendor may charge a reinstatement fee where support has lapsed.

11.5All intellectual property rights in the Software belong to the Vendor and its licensors. The Customer must not copy, modify, reverse engineer, sublicense or transfer the Software except as the Vendor Terms allow.

11.664TEQ warrants that it will supply the licence described in the Order. Warranties about the functionality, performance or security of the Software are given by the Vendor under the Vendor Terms and not by 64TEQ. Software is not error free.

12. Cloud Subscriptions

12.1Cloud Subscriptions are provisioned under the Vendor's partner programme. Before 64TEQ can provision a Cloud Subscription the Customer must accept the Vendor's customer agreement, for example the Microsoft Customer Agreement, and must accept it again whenever the Vendor requires. If the Customer does not, 64TEQ may suspend or cancel the Cloud Subscription and the Customer remains liable for the charges.

12.2The Term of a Cloud Subscription is stated in the Order and may be monthly, annual or three years. The Term starts when the Vendor provisions the Cloud Subscription.

12.3Charges for a Cloud Subscription are billed in advance at the frequency stated in the Order. Usage based charges, for example Azure consumption, are billed monthly in arrears at the Vendor's rates as passed on by 64TEQ.

12.4When 64TEQ provisions a Cloud Subscription with an annual or three year Term it commits to the Vendor for the whole Term and cannot cancel that commitment. The charges for the whole Term are therefore a debt owed by the Customer from the start of the Term, payable in the instalments stated in the Order. Where the Order provides for monthly or other instalment billing of an annual or three year Term, that is a credit facility given by 64TEQ subject to clause 6.3. 64TEQ may withdraw it on written notice if it has reasonable concerns about the Customer's ability to pay, in which case the remaining charges for the Term become payable in advance.

12.5A Cloud Subscription may be cancelled, or its quantity reduced, only within the Cancellation Window. For Microsoft this is currently seven days from purchase or renewal. Any refund is calculated by the Vendor and passed on. Outside the Cancellation Window a Cloud Subscription cannot be cancelled or reduced and no refund is due. The charges for the whole Term remain payable under clause 12.4 whether or not the Customer uses the Cloud Subscription.

12.6The Customer may increase the quantity of a Cloud Subscription at any time. Additional quantities take the same end date as the existing Term and are charged pro rata.

12.7A Cloud Subscription renews automatically at the end of its Term for a further Term of the same length, at the Vendor's price at that time, unless the Customer tells 64TEQ in writing at least 30 days before the end of the Term that it does not want it to renew or asks 64TEQ to turn off automatic renewal. 64TEQ aims to remind the Customer before a renewal, but the Customer remains responsible for giving notice in time.

12.8Vendors change their prices. A price change applies from the next renewal of an annual or three year Term. For a monthly Term, and for usage based charges, a price change applies from the date the Vendor applies it, and 64TEQ will give the Customer as much notice as the Vendor gives 64TEQ. Where a Vendor charges more for monthly billing of an annual or three year Term, that difference is included in the price.

12.964TEQ may suspend a Cloud Subscription if the Customer has not paid for it within ten Business Days after 64TEQ gives written notice that payment is overdue, and may suspend it immediately if an Insolvency Event occurs. The Vendor may suspend or end a Cloud Subscription under the Vendor Terms. A suspension does not reduce the charges payable.

12.10The service behind a Cloud Subscription is provided by the Vendor. Its availability, performance, security, data location, features, support and service levels are the Vendor's responsibility under the Vendor Terms. 64TEQ is not liable for any failure or change in the Vendor's service. The Customer's remedies for such failures are the service credits and other remedies the Vendor offers, and 64TEQ will pass on any claim that must be made through the partner programme.

12.11The Customer is responsible for all usage of its tenant and Cloud Subscriptions and for the charges that usage creates, including usage that results from compromised credentials or unauthorised access, until it has told 64TEQ and the access has been secured.

12.12To provision and support Cloud Subscriptions, 64TEQ and its subcontractors hold delegated administrative rights to the Customer's tenant under the Vendor's programme. The Customer grants those rights and may limit them, provided that a limit does not prevent 64TEQ from doing what the Customer has asked it to do. 64TEQ uses those rights only to provide the Products and services the Customer has ordered. The Data Processing Terms apply to any personal data 64TEQ processes in doing so. If the Customer removes or restricts those rights, 64TEQ's support and management obligations for the affected Cloud Subscriptions are suspended until the rights are restored, and the charges remain payable.

12.13The Customer may move a Cloud Subscription to another partner at the end of its Term under the Vendor's rules. All charges for the Term remain payable to 64TEQ.

12.14When a Cloud Subscription ends the Vendor deletes the Customer's data after the retention period in the Vendor Terms. The Customer is responsible for exporting its data before then.

13. Customer responsibilities

13.1The Customer will:

13.1.1give 64TEQ accurate and complete information for each Order, including the Delivery Address, site access details and the names and contact details of its authorised users;
13.1.2satisfy itself that the Products are suitable for its needs, subject to clause 10;
13.1.3use the Products lawfully and in accordance with the Vendor Terms, and ensure that its users do the same;
13.1.4keep licence keys, credentials and administrative access secure and tell 64TEQ at once if they may have been compromised;
13.1.5back up its data before any Product is installed or changed;
13.1.6obtain any consents, licences and permissions it needs for the Products to be delivered, installed and used; and
13.1.7comply with clause 14.

13.2If 64TEQ is delayed or prevented from performing by an act or omission of the Customer, 64TEQ may extend its time for performance and charge the Customer for the reasonable additional costs it incurs.

14. Export control and sanctions

14.1Products may be subject to the export control and sanctions laws of the United Kingdom, the European Union, the United States and other countries. The Customer will comply with those laws.

14.2The Customer will not export, re export, transfer or make available any Product to a country, person or entity that is embargoed, sanctioned or restricted under those laws, or for a prohibited end use, including military, nuclear, chemical, biological or missile applications, unless it has all licences required.

14.3The Customer confirms that neither it nor any of its owners, directors or users is a sanctioned person and that the Products are for use in the United Kingdom unless the Order states otherwise. The Customer will complete an end user declaration if a Vendor or 64TEQ asks for one.

14.464TEQ may refuse, suspend or cancel an Order where it reasonably believes that supply would breach these laws or a Vendor's programme rules, without liability to the Customer.

15. Data protection

15.1Each party will comply with the UK GDPR, the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations 2003 in connection with the Contract.

15.2Each party is an independent controller of the business contact details of the other party's staff that it processes to manage the relationship, place and fulfil Orders, invoice and provide support.

15.3Where 64TEQ processes personal data on the Customer's behalf, for example when it holds delegated administrative rights under clause 12.12 or supports a Product, 64TEQ acts as processor and the Data Processing Terms apply.

15.4The Customer is responsible for the personal data it stores in or processes with the Products, and for any personal data it gives to a Vendor under the Vendor Terms. The Vendor processes that data under its own terms and not as 64TEQ's subcontractor.

16. Confidentiality

16.1Each party will keep confidential all information about the other party's business, customers, pricing, systems and affairs that it obtains in connection with the Contract, and will use it only to perform the Contract.

16.2A party may disclose confidential information to its staff, subcontractors, advisers and, in 64TEQ's case, Vendors and Distributors, who need to know it to perform the Contract and who are bound by equivalent obligations, and where the law or a regulator requires.

16.3This clause does not apply to information that is or becomes public through no fault of the receiving party, that the receiving party already held lawfully or that it develops independently.

16.4This clause continues for three years after the Contract ends.

17. Intellectual property

17.1All intellectual property rights in the Products belong to the Vendors and their licensors. Nothing in the Contract transfers them to the Customer.

17.2All intellectual property rights in 64TEQ's Quotations, designs, documentation, tools and know how belong to 64TEQ. The Customer may use documentation 64TEQ supplies for its internal use of the Products.

17.3Where 64TEQ configures or builds Goods to the Customer's specification or instructions, the Customer will indemnify 64TEQ against any claim that the specification or instructions infringe a third party's intellectual property rights.

18. Liability

18.1Nothing in the Contract limits or excludes either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for breach of the terms implied by section 12 of the Sale of Goods Act 1979 or for any other liability that cannot be limited or excluded by law. Nothing in this clause limits the Customer's obligation to pay the charges.

18.2Subject to clause 18.1, 64TEQ is not liable to the Customer, whether in contract, tort, negligence, breach of statutory duty or otherwise, for:

18.2.1loss of profit, revenue, business, contracts or anticipated savings;
18.2.2loss of or damage to goodwill or reputation;
18.2.3loss, corruption or unavailability of data, or the cost of restoring it;
18.2.4loss arising from the acts, omissions, products or services of a Vendor or Distributor, beyond the remedies in clauses 9 and 10; or
18.2.5any indirect or consequential loss.

18.3Subject to clauses 18.1 and 18.2, 64TEQ's total liability under or in connection with a Contract, whether in contract, tort, negligence, breach of statutory duty or otherwise, is limited to the price paid or payable by the Customer under that Contract or, for a Cloud Subscription, the charges paid for that Cloud Subscription in the 12 months before the event giving rise to the claim.

18.4The Customer's only remedies for defective Products are those set out in clauses 9, 10, 11 and 12, together with its rights against the Vendor under the Vendor Terms.

18.5The Customer accepts that the prices reflect the limits in this clause and that it is responsible for insuring against the losses excluded.

19. Suspension and termination

19.164TEQ may suspend performance of any Contract, on written notice, while the Customer is in breach of clause 6, 4.2 or 14, or while an Insolvency Event continues.

19.2Either party may end a Contract with immediate effect by written notice if the other party:

19.2.1commits a material breach of the Contract and, if the breach can be remedied, fails to remedy it within 30 days of a written notice asking it to; or
19.2.2suffers an Insolvency Event.

19.364TEQ may cancel an Order line before Delivery or provisioning, by written notice, if the Product has been discontinued, withdrawn or is unavailable, if the Vendor or Distributor declines to supply it, or if supply would breach clause 14 or a Vendor's programme rules. 64TEQ will refund any sum paid for that line. That refund is 64TEQ's only liability for the cancellation.

19.4An Insolvency Event occurs where the Customer:

19.4.1suspends or threatens to suspend payment of its debts, is unable to pay its debts as they fall due or is deemed unable to pay its debts under section 123 of the Insolvency Act 1986;
19.4.2starts negotiations with its creditors for a compromise or arrangement, or proposes or enters into one;
19.4.3has a petition filed, notice given, resolution passed or order made for its winding up, other than for a solvent reconstruction;
19.4.4has an application made or notice given for the appointment of an administrator, or an administrator is appointed;
19.4.5has a receiver or administrative receiver appointed over any of its assets, or a person becomes entitled to appoint one;
19.4.6has a creditor take possession of or enforce security over any of its assets and the process is not discharged within 14 days;
19.4.7suffers any event in any jurisdiction that has an equivalent effect; or
19.4.8ceases or threatens to cease to carry on all or a substantial part of its business.

19.5When a Contract ends:

19.5.1all sums due to 64TEQ become payable immediately;
19.5.2the charges for the remainder of the Term of any Cloud Subscription become due and payable in full immediately, and the same applies on an Insolvency Event whether or not the Contract ends;
19.5.3the Customer must return any Goods for which title has not passed, or allow 64TEQ to collect them; and
19.5.4clauses that are expressed or intended to continue, including clauses 8, 15, 16, 17, 18 and 24, continue in force.

20. Events beyond a party's control

20.1Neither party is liable for a failure or delay in performing the Contract that results from an event beyond its reasonable control, including natural disaster, epidemic, war, terrorism, civil unrest, government action, sanctions, industrial action other than by its own staff, failure of a utility or telecommunications network and cyber attack. It also includes shortage, allocation or late delivery of Products by a Vendor or Distributor. An obligation to pay is not excused.

20.2The affected party will tell the other promptly, will say how long it expects the event to last and will use reasonable efforts to reduce its effect. Its time for performance is extended by the period of the delay.

20.3If the event continues for more than 30 days, either party may cancel the affected Order line by written notice, and 64TEQ will refund any sum paid for Products not delivered or provisioned.

21. Anti bribery and modern slavery

21.1Each party will comply with the Bribery Act 2010 and the Modern Slavery Act 2015 and will have and maintain policies and procedures to ensure compliance. Neither party will offer, give, request or accept a bribe or improper payment in connection with the Contract.

21.264TEQ publishes its modern slavery statement and anti bribery policy at 64teq.com. The Customer will tell 64TEQ promptly if it becomes aware of a breach of this clause by either party's staff or subcontractors.

21.3Either party may end a Contract by written notice if the other party breaches this clause.

22. Equipment disposal

22.1The Goods are business equipment. Under the Waste Electrical and Electronic Equipment Regulations 2013, responsibility for financing the collection and treatment of business equipment at end of life rests with the producer and, in some cases, the end user. 64TEQ is not the producer.

22.2On request 64TEQ will tell the Customer about the Vendor's take back scheme for the Goods and can arrange secure disposal or data destruction through an accredited partner under a separate quotation.

23. Naming the Customer

23.164TEQ may name the Customer as a client and use its name and logo in client lists on its website and in its materials. The Customer may withdraw this permission at any time by telling 64TEQ in writing, and 64TEQ will stop within 30 days.

23.264TEQ will not publish a case study, quotation, review or other description of its work for the Customer without the Customer's written consent.

24. General

24.1Entire agreement. The Contract is the entire agreement between the parties about its subject matter. Each party confirms that it has not relied on any statement or promise that is not set out in the Contract, other than one made fraudulently.

24.2Variation. No change to a Contract is effective unless it is in writing and signed or confirmed by email by an authorised representative of each party. 64TEQ may publish new versions of these Terms. The version in force on the date of the Quotation applies to the Contract, except that for a Cloud Subscription the current version applies from the next renewal provided 64TEQ has given at least 30 days' notice of the change.

24.3Assignment and subcontracting. 64TEQ may subcontract any of its obligations and may assign or transfer the Contract to a member of its group or a buyer of its business. The Customer may not assign or transfer the Contract without 64TEQ's written consent, which will not be unreasonably withheld.

24.4Notices. A notice under the Contract must be in writing and sent by email or by post to the other party's registered office or principal place of business. Notices to 64TEQ must be sent to bandish.nayee@64teq.com and marked for the attention of the directors. A notice sent by email is received when sent, or at the start of the next Business Day if sent outside 9.00 am to 5.30 pm on a Business Day. A notice sent by first class post is received on the second Business Day after posting. This clause does not apply to the service of court proceedings.

24.5Waiver. A failure or delay in exercising a right or remedy does not waive it. A waiver is effective only if in writing.

24.6Severance. If any provision of the Contract is found to be invalid or unenforceable, the rest of the Contract is not affected and the provision is treated as modified to the minimum extent needed to make it valid.

24.7Third parties. No one other than the parties may enforce any term of the Contract under the Contracts (Rights of Third Parties) Act 1999. This does not affect the Customer's rights against a Vendor under the Vendor Terms.

24.8Relationship. Nothing in the Contract creates a partnership, joint venture or agency between the parties.

24.9Disputes. If a dispute arises, each party will nominate a senior manager and those managers will meet within ten Business Days of either party's written request to try to resolve it. If they cannot, either party may go to court. Nothing prevents a party from seeking urgent relief at any time.

24.10Governing law and jurisdiction. The Contract and any dispute or claim arising out of or in connection with it, including non contractual disputes or claims, are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.

64TEQ Limited is registered in England and Wales under company number 08353020. Registered office: Berkeley Square House, Second Floor, Berkeley Square, London W1J 6BD. VAT number GB 153 7421 19. 64TEQ® is a registered trade mark.