Terms and Conditions of Sale

1. Definitions and Interpretation

1.1 In these Terms the following definitions apply.

1.2 References to “SecureNetworking.co.uk”, “we”, “us” and “our” are references to Switchshop Limited trading as SecureNetworking.co.uk.

1.3 Any words following “include”, “includes”, “including”, “in particular”, “for example” or similar expressions shall be construed as illustrative only and shall not limit the sense of the preceding words.

1.4 General words shall not be given a restrictive meaning because they are preceded or followed by words indicating a particular class of acts, matters or things and the ejusdem generis rule shall not apply to these Terms.

1.5 References to writing include email and any method of reproducing words in a legible and non-transitory form. Headings are for convenience only.

2. Business Customers Only

2.1 The Products are intended solely for persons acting wholly or mainly for purposes relating to their trade, business, craft or profession.

2.2 By placing an Order, the Customer warrants that it is purchasing in the course of business, is not acting as a consumer, is not purchasing for personal, domestic or household use and has authority to bind the organisation identified in the Order.

2.3 SecureNetworking.co.uk does not sell Products to consumers and may reject, cancel or refuse any Order where it reasonably believes that the purchaser may be acting as a consumer.

2.4 Consumer protection legislation, including the Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, shall not apply to any Contract.

2.5 SecureNetworking.co.uk may require evidence of business status, including company registration details, VAT registration details, business contact details, a business domain email address, purchase order information, trading history or such other information as it reasonably requires.

3. Basis of Contract and Order Acceptance

3.1 These Terms apply to all Orders and Contracts to the exclusion of any terms or conditions that the Customer seeks to impose or incorporate.

3.2 No terms endorsed on, delivered with or contained in any Customer purchase order, acceptance, specification, procurement portal or other document shall form part of the Contract except to the extent expressly agreed in writing by SecureNetworking.co.uk.

3.3 Where any Customer acceptance purports to contain conflicting terms, SecureNetworking.co.uk’s processing of that acceptance shall constitute a renewed counter-offer on the basis of these Terms.

3.4 An automated website acknowledgement confirms receipt only and does not constitute acceptance of an Order.

3.5 A Contract is formed only when SecureNetworking.co.uk expressly accepts the Order, confirms dispatch, provides licence information, procures or activates a subscription, or otherwise confirms acceptance.

3.6 By accepting delivery of Products, accessing a licence or subscription, or making payment, the Customer accepts the Contract without application of conflicting Customer terms.

4. Product Information, Suitability and Availability

4.1 Product descriptions, specifications, images, compatibility information, performance statements, security information, availability information and technical information are illustrative only and may be based on information supplied by manufacturers, vendors, distributors or other third parties.

4.2 SecureNetworking.co.uk shall not be liable for errors, omissions, changes or inaccuracies in manufacturer, vendor, distributor or third-party information.

4.3 Product availability, stock levels, estimated lead times, estimated shipment dates, estimated delivery dates and distributor stock positions displayed on the Website may be derived from third-party systems, are indicative only, do not form part of the Contract and may change without notice.

4.4 The Customer is responsible for verifying suitability, compatibility, sizing, specification, licensing, support coverage and regulatory requirements before placing an Order.

5. Prices and Payment

5.1 Prices are exclusive of VAT and delivery charges unless expressly stated otherwise.

5.2 Prices may be amended before Order acceptance to reflect changes in supplier pricing, currency fluctuation, import duties, tax, freight, tariffs, surcharges or any factor beyond SecureNetworking.co.uk’s control.

5.3 Where a pricing error, stock error, supplier feed error, typographical error, exchange rate error, tax error or system error occurs, SecureNetworking.co.uk may cancel the Order and refund any sums paid.

5.4 Payment shall be made in full before dispatch, licence fulfilment, subscription activation or support commencement unless approved credit terms have been granted in writing.

5.5 The Customer shall pay all invoices in full, without deduction or set-off, in cleared funds and to the bank account nominated by SecureNetworking.co.uk. Time for payment is of the essence.

5.6 If SecureNetworking.co.uk reasonably believes that the Customer’s financial position has deteriorated or may prevent timely payment, it may require advance payment, suspend performance, withdraw credit facilities or cancel any unfulfilled Order.

5.7 SecureNetworking.co.uk may charge interest and compensation on overdue amounts in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 and associated regulations, or at 4% above the Bank of England base rate, whichever is higher to the extent permitted by law.

6. Delivery, Risk and Title

6.1 Delivery dates and lead times are estimates only and time is not of the essence.

6.2 SecureNetworking.co.uk shall not be liable for delay caused by the Customer’s failure to provide information or cooperation, Force Majeure or manufacturer, vendor, distributor, carrier, customs, export control or supply chain issues.

6.3 Risk in physical Products passes to the Customer on delivery.

6.4 Title to physical Products shall not pass until SecureNetworking.co.uk has received payment in full and cleared funds for those Products and all other sums due from the Customer.

6.5 Until title passes, the Customer shall hold the Products as bailee for SecureNetworking.co.uk, take reasonable care of them, keep them in the condition delivered, insure them and permit inspection on reasonable notice.

6.6 If, before title passes, the Customer becomes or is likely to become subject to any event described in clause 19.1, SecureNetworking.co.uk may require re-delivery of the Products at the Customer’s expense and may enter premises where the Products are stored to repossess them.

6.7 Software, licences, subscriptions, cloud services and support services are not sold by way of transfer of title and are supplied only on the basis permitted by the relevant Third Party Terms.

7. Inspection, Defects and Warranties

7.1 The Customer shall inspect physical Products promptly on delivery.

7.2 Visible transit damage, shortages, incorrect Products or defects discoverable by physical inspection must be notified in writing within five Business Days of delivery, with supporting evidence where reasonably requested.

7.3 Latent defects must be notified within a reasonable period after discovery.

7.4 Products are supplied with the benefit only of any applicable manufacturer, vendor or distributor warranty. SecureNetworking.co.uk gives no additional warranty except to the extent expressly stated in writing.

7.5 SecureNetworking.co.uk’s obligation for defective Products is limited to facilitating the applicable manufacturer, vendor or distributor warranty process where available.

7.6 All implied conditions, warranties, terms and undertakings are excluded to the maximum extent permitted by law.

8. Cancellations, Returns and RMAs

8.1 Orders may not be cancelled without SecureNetworking.co.uk’s prior written consent.

8.2 SecureNetworking.co.uk may refuse cancellation where Products have been ordered, procured, reserved, allocated, configured, dispatched, activated, registered, fulfilled electronically or otherwise committed.

8.3 Where cancellation is permitted, the Customer shall pay any cancellation, restocking, administration, freight, manufacturer, vendor, distributor or other charges incurred by SecureNetworking.co.uk.

8.4 Without limitation, the following Products are non-cancellable, non-returnable and non-refundable once ordered, procured, allocated, reserved, activated, registered, provisioned, fulfilled electronically or otherwise committed by SecureNetworking.co.uk: software licences; software subscriptions; support subscriptions; security subscriptions; cloud services; SaaS services; maintenance services; support contracts; manufacturer support services; digital products; renewals; co-terminated licences and subscriptions; products sourced specifically for the Customer; special-order Products; non-stock Products; configured Products; products subject to manufacturer, vendor, distributor or supplier return restrictions; and any other Product designated by SecureNetworking.co.uk or the relevant manufacturer, vendor, licensor, distributor, supplier or service provider as non-cancellable, non-returnable or non-refundable.

8.5 No Product may be returned without a valid return materials authorisation issued by SecureNetworking.co.uk or the relevant third party.

9. Third Party Software, Licensing and Services

9.1 As part of the Products, SecureNetworking.co.uk may provide access to or use of third party software or services, including manufacturer support, maintenance, security subscriptions, cloud services, licence entitlements, renewals and other services governed by separate Third Party Terms.

9.2 The Customer acknowledges that Third Party Terms may not be brought to its attention by SecureNetworking.co.uk and may instead be made available during registration, activation, download, sign-in, account creation, portal access, licence acceptance, service commencement or use.

9.3 The Customer shall contact SecureNetworking.co.uk promptly if it has any query about the applicability of Third Party Terms.

9.4 The Customer shall comply with all applicable Third Party Terms and shall ensure that all users under its control do so.

9.5 Where the Customer is not directly a party to the relevant Third Party Terms, it agrees to be bound by and comply with those terms as if it were the relevant user or contracting party.

9.6 Third Party Terms may be amended, replaced or updated from time to time by the relevant manufacturer, vendor, licensor or service provider.

9.7 In the event of conflict between these Terms and Third Party Terms, the Third Party Terms shall prevail in respect of the Customer’s use of the relevant third party software, licence, subscription, cloud service, support service or maintenance service.

10. Vendor Renewals, Co-Termination and Licence Administration

10.1 Renewal quotes, co-termination quotes, licence true-up quotes, maintenance quotes and subscription quotes are based on information available at the time of quotation and may change.

10.2 Manufacturers and vendors may apply co-termination rules, minimum terms, backdating, reinstatement charges, support lapses, mandatory renewals, serial-number matching, account-linking requirements, portal requirements and other licence administration rules outside SecureNetworking.co.uk’s control.

10.3 Where a renewal, support contract, subscription or licence is co-termed, the charged period may not correspond exactly to a calendar year or to the period expected by the Customer.

10.4 The Customer is responsible for checking the quoted term, start date, end date, supported assets, serial numbers, entitlement references and service level before placing the Order.

10.5 The Customer warrants that all serial numbers, support contract details, licence identifiers, hardware identifiers, support entitlement information, registration information, account information, tenant information, end-user information and other information supplied to SecureNetworking.co.uk are accurate, complete and up to date.

10.6 SecureNetworking.co.uk shall not be liable for any delay, refusal, registration issue, licensing issue, support issue, renewal issue, entitlement issue or additional cost arising from inaccurate or incomplete information supplied by the Customer.

10.7 Where the Customer fails to provide information, approvals, serial numbers, licence details, end-user details or other information reasonably required, SecureNetworking.co.uk shall not be responsible for resulting delay, increased cost, reinstatement charges, support lapses, expiry of quotations or loss of vendor promotional pricing.

11. Manufacturer Discontinuation and Product Lifecycle Changes

11.1 SecureNetworking.co.uk shall not be liable where a manufacturer, vendor, licensor, distributor or service provider discontinues, withdraws, suspends, modifies, replaces or otherwise changes any Product, service, licence, subscription, support entitlement, maintenance offering, cloud service, feature, functionality, support level, service level or licensing model.

11.2 Where such a change occurs before fulfilment of an Order, SecureNetworking.co.uk may cancel the affected Order and refund any sums paid that are recoverable by SecureNetworking.co.uk, or issue a revised quotation for the Customer’s acceptance.

12. Customer Responsibilities

12.1 The Customer is solely responsible for product selection, sizing, specification, network design, interoperability, configuration, deployment, licence compliance, subscription coverage, support coverage, backup, monitoring, security operations and regulatory compliance.

12.2 Any recommendation or assistance provided by SecureNetworking.co.uk is provided in good faith and does not relieve the Customer of responsibility for verifying suitability and requirements.

12.3 The Customer shall maintain appropriate backups, business continuity arrangements, security controls and administrative safeguards before installing, configuring or using Products.

13. Network Security and Cybersecurity Products

13.1 SecureNetworking.co.uk supplies Products that may assist with network security, firewalling, monitoring, access control, threat detection, malware prevention, vulnerability management or other security functions, but no Product provides complete protection.

13.2 SecureNetworking.co.uk does not warrant that any Product will detect, prevent, mitigate or eliminate all cybersecurity threats, vulnerabilities, malware, ransomware, phishing attacks, unauthorised access, data breaches, service interruption or other security incidents.

13.3 The Customer remains solely responsible for the security, configuration, operation, monitoring, maintenance and administration of its systems, networks, data, users, credentials and security environment.

14. Confidentiality

14.1 Each party shall keep the other party’s Confidential Information confidential and shall not disclose it except to personnel, professional advisers, subcontractors or providers who need to know it for the Contract, as required by law or with the other party’s consent.

14.2 Each party shall use the other party’s Confidential Information only for the purposes of the Contract.

14.3 This clause shall not apply to information that is public other than through breach, already lawfully known, independently developed without use of the Confidential Information, or lawfully received from a third party.

15. Compliance, Anti-Bribery, Export and Sanctions

15.1 Each party shall comply with applicable laws, including anti-bribery, anti-corruption, sanctions, export control, import control and competition laws.

15.2 Each party shall comply with applicable Bribery Laws and maintain adequate procedures designed to prevent bribery by persons associated with it.

15.3 The Customer shall not export, re-export, transfer, supply or make available any Product in breach of applicable laws, manufacturer restrictions, vendor policies or Third Party Terms.

16. Intellectual Property

16.1 All Intellectual Property Rights in Products, software, documentation, configuration materials, methodologies and any related materials remain vested in the relevant owner.

16.2 The Customer shall not use, copy, modify, reverse engineer, distribute or exploit any Product, software or documentation except as permitted by the relevant Third Party Terms or by applicable law.

17. Data Protection

17.1 Each party shall comply with applicable data protection laws in connection with the Contract.

17.2 Personal data may need to be shared with manufacturers, vendors, distributors, carriers and service providers for processing Orders, registering Products, administering licences and providing support.

18. Limitation of Liability

18.1 Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot lawfully be limited or excluded.

18.2 Subject to clause 18.1, SecureNetworking.co.uk shall not be liable for loss of profit, revenue, business, contracts, anticipated savings, goodwill, reputation, data, business interruption, wasted expenditure, cybersecurity incident losses, or any indirect, special or consequential loss.

18.3 Subject to clause 18.1, SecureNetworking.co.uk’s total aggregate liability arising out of or in connection with any Contract shall not exceed the price paid by the Customer for the specific Products giving rise to the claim.

19. Suspension, Insolvency and Termination

19.1 SecureNetworking.co.uk may immediately suspend performance, refuse delivery, cancel any Order, withdraw credit facilities and declare all outstanding amounts immediately due and payable if the Customer enters administration, has a receiver, administrator, liquidator or similar officeholder appointed, has a winding-up petition presented, ceases or threatens to cease business, is unable to pay its debts as they fall due, or SecureNetworking.co.uk reasonably believes any such event is likely to occur.

19.2 SecureNetworking.co.uk may suspend access to services, licence facilitation or further deliveries where payment is overdue, where required by a manufacturer or provider, where required by law, or where reasonably necessary to protect SecureNetworking.co.uk or other customers from operational, legal or security risk.

20. General

20.1 No failure or delay in exercising any right or remedy shall constitute a waiver.

20.2 If any provision is invalid, illegal or unenforceable, the remaining provisions shall continue in force.

20.3 A person who is not a party to a Contract has no rights under the Contracts (Rights of Third Parties) Act 1999.

20.4 These Terms and the Order constitute the entire agreement between the parties in relation to the Contract, subject to applicable Third Party Terms. The Customer acknowledges that it has not relied on any statement, representation, assurance or warranty not expressly set out in the Contract.

20.5 SecureNetworking.co.uk may amend these Terms from time to time by publishing an updated version on the Website. The Terms in force at the time the Customer places an Order shall apply to that Order. No amendment to these Terms shall apply retrospectively to any Contract already formed unless expressly agreed in writing by SecureNetworking.co.uk and the Customer.

21. Governing Law and Jurisdiction

21.1 These Terms, each Contract and any dispute or claim arising out of or in connection with them shall be governed by the laws of England and Wales.

21.2 The courts of England and Wales shall have exclusive jurisdiction.