GENERAL TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS AND SERVICES

OneTek Business Solutions Ltd
Registered in England (Company No. 06667418) | Meridian House, Road One, Winsford, Cheshire CW7 3QG
VAT Registration: GB105182352 | Tel: 0161 475 6291 | Email: sales@onetek.com

Effective Date: 30 March 2026

IMPORTANT NOTICE

Where specific terms and conditions are provided with a quotation, proposal, or contract, those terms shall take precedence over these General Terms to the extent of any inconsistency.

1. Definitions and Interpretation

1.1 Definitions

In these Terms, unless the context otherwise requires, the following definitions apply:

• "Agreement" means any contract between OneTek and the Client incorporating these Terms and the applicable quotation, proposal, or statement of work.
• "Client" means the business, company, partnership, or organisation purchasing Goods and/or Services.
• "Confidential Information" means information disclosed by one party to the other that is identified as confidential or ought reasonably to be considered confidential.
• "Deliverables" means all outputs, work product, reports, configurations, designs, software, documentation, and materials produced by OneTek in the performance of an Agreement.
• "Equipment" means hardware, devices, cameras, network components, cabling, and other physical goods supplied by OneTek.
• "Goods" means Equipment, software licences, or other products supplied by OneTek under an Agreement.
• "Installation Works" means the physical installation, configuration, commissioning, and testing of Equipment or systems at the Client's premises.
• "OneTek" means OneTek Business Solutions Ltd, a company registered in England (Company No. 06667418).
• "Services" means the services supplied by OneTek under an Agreement, including but not limited to managed IT support, CCTV and ANPR installation, fibre broadband, cloud phone systems, software development, manufacturing integration, Smart Place estate management, and network design.
• "Terms" means these General Terms and Conditions.

1.2 Interpretation

These Terms apply to all Goods and Services supplied by OneTek. They are intended for business-to-business transactions only. The Client confirms that it is acting in the course of business and not as a consumer.

References to statutes include any subordinate legislation made under them and any modifications, re-enactments, and replacements from time to time. Headings are for convenience only and do not affect interpretation.

2. Basis of Contract

2.1 A quotation issued by OneTek is an invitation to treat, not an offer. An Agreement is formed when OneTek issues a written acceptance of the Client's order, or when OneTek commences supply of Goods or Services, whichever occurs first.

2.2 These Terms apply to the exclusion of any other terms that the Client seeks to impose or incorporate, whether in a purchase order or otherwise.

2.3 Where specific terms are provided with a quotation, proposal, or statement of work, those specific terms shall take precedence over these General Terms to the extent of any inconsistency.

2.4 Any quotation is valid for thirty (30) days from its date of issue unless otherwise stated in writing.

2.5 OneTek reserves the right to amend these Terms from time to time. The version in force at the date of the Agreement shall apply to that Agreement.

3. Supply of Services

3.1 OneTek shall supply the Services with reasonable care and skill, in accordance with the specification set out in the applicable quotation, proposal, or statement of work.

3.2 OneTek shall use reasonable endeavours to meet any agreed timescales, but time shall not be of the essence in respect of the performance of Services unless expressly agreed in writing.

3.3 OneTek may engage subcontractors to perform any of its obligations under an Agreement, provided that OneTek shall remain responsible for the performance of such obligations.

3.4 The Client acknowledges that OneTek's ability to deliver Services may depend on the Client's timely cooperation. Any delays caused by the Client's failure to provide required information, access, decisions, or approvals may result in revised timescales and additional charges.

4. Supply of Goods

4.1 OneTek shall supply the Goods as described in the applicable quotation or order confirmation.

4.2 Goods supplied are subject to the manufacturer's standard specifications and tolerances. Images and descriptions in marketing materials are for illustrative purposes only.

4.3 OneTek reserves the right to substitute equivalent Goods of similar specification and quality where the originally specified Goods are unavailable, provided that OneTek notifies the Client of the substitution.

4.4 Risk in the Goods passes to the Client on delivery. Title to the Goods shall not pass to the Client until OneTek has received payment in full for the Goods and all other sums owed by the Client to OneTek.

4.5 Until title to the Goods passes to the Client, the Client shall store the Goods separately from its own goods and those of any third party, and shall keep the Goods properly stored, protected, insured, and identified as OneTek's property.

4.6 OneTek may at any time require the Client to deliver up all Goods in the Client's possession that have not been paid for in full, and if the Client fails to do so promptly, OneTek may enter any premises of the Client or any third party where the Goods are stored in order to recover them.

4.7 The Client's right to possession of unpaid Goods shall terminate immediately if the Client becomes subject to any insolvency event described in Clause 16.2 or if OneTek gives written notice that it believes the Client's ability to pay is in doubt.

5. Installation Works

5.1 Site Access and Readiness

The Client shall, at its own cost:

• Provide OneTek with safe, suitable, and timely access to the premises where Installation Works are to be carried out.
• Ensure all necessary infrastructure is in place prior to commencement, including but not limited to adequate power supplies, containment, network connectivity, and any structural preparations identified during survey or pre-installation planning.
• Obtain all necessary consents, permissions, licences, and landlord approvals required for the Installation Works.
• Ensure the premises comply with all applicable health and safety regulations and notify OneTek of any known hazards.

5.2 Site Surveys

Where a site survey is carried out by OneTek, the survey provides a recommended specification based on conditions observed at the time. OneTek shall not be liable for issues arising from conditions that were concealed, undisclosed, or that changed between the survey date and the commencement of Installation Works.

5.3 Variations

If additional work is required beyond the original scope due to unforeseen site conditions, concealed services, structural issues, or Client-requested changes, OneTek shall notify the Client and provide a revised quotation. Additional work shall only proceed upon the Client's written approval.

5.4 Completion and Sign-Off

On completion of Installation Works, OneTek shall invite the Client to inspect and sign off the installation. The Client shall not unreasonably withhold or delay sign-off. If the Client does not raise any defects within five (5) working days of notification of completion, the Installation Works shall be deemed accepted.

6. CCTV and ANPR Systems

6.1 Site Survey and Camera Positioning

OneTek shall carry out a site survey (or desk-based assessment where agreed) to determine recommended camera positions, types, and coverage areas. The Client shall review and provide written sign-off on the proposed camera positions prior to installation.

6.2 Camera Positioning Sign-Off

Once the Client has approved camera positions in writing, OneTek shall not be liable for any gaps in coverage, blind spots, or positioning issues unless the installed positions materially deviate from the approved plan. Any subsequent requests to reposition cameras shall be treated as additional work and charged accordingly.

6.3 Client Data Protection Obligations

The Client acknowledges that the operation of CCTV and ANPR systems involves the processing of personal data and that the Client is the data controller. The Client shall be solely responsible for:

• Carrying out and maintaining a Data Protection Impact Assessment (DPIA) where required.
• Displaying appropriate signage in accordance with the Information Commissioner's Office (ICO) CCTV Code of Practice and the UK GDPR.
• Establishing lawful bases for processing, retention policies, and subject access request procedures.
• Ensuring that monitoring of or access to recorded footage complies with applicable data protection legislation.

6.4 Processing Arrangements

OneTek provides and installs the CCTV and ANPR systems. Unless a separate monitoring or data processing agreement is in place, OneTek does not act as a data processor in respect of the footage captured by the Client's system.

6.5 Security Disclaimer

OneTek provides the CCTV and ANPR system to assist in the security and management of the Client's premises but does not warrant the security of the property, the Client, or the contents therein. OneTek does not act and shall not be deemed to act as an insurer of the Client's property. The Client acknowledges that no surveillance system can guarantee the prevention of crime or loss, and OneTek shall have no liability for any loss, theft, damage, or injury occurring at the Client's premises, whether or not the system was operational at the relevant time.

7. Managed Services and Support

7.1 Where OneTek provides ongoing managed IT support, monitoring, or maintenance services, the scope, service levels, and response times shall be as set out in the applicable service agreement or statement of work.

7.2 Managed services are provided during the hours and on the terms specified in the applicable service agreement. Out-of-hours support, where available, may be subject to additional charges.

7.3 OneTek's support obligations do not extend to issues caused by the Client's misuse, unauthorised modification, or use of unsupported third-party software or hardware, unless otherwise agreed in writing.

7.4 Without prejudice to any other right or remedy, OneTek may suspend the provision of any Services if the Client is in material breach of any obligation under an Agreement. OneTek shall give written notice of any such suspension, specifying the breach. Suspension shall not relieve the Client of its obligation to pay charges that accrue during the period of suspension.

8. Software Development and Bespoke Systems

8.1 Where OneTek provides bespoke software development or system integration services, the specification, milestones, and acceptance criteria shall be as set out in the applicable statement of work or project proposal.

8.2 The Client shall provide timely and accurate requirements, test data, feedback, and approvals. Delays in the Client's responses may result in revised timescales and additional charges.

8.3 OneTek shall deliver the software or system in accordance with the agreed specification. Acceptance testing shall be carried out in accordance with the procedures set out in the statement of work. If no specific acceptance procedures are agreed, Clause 5.4 shall apply with appropriate modifications.

9. Charges and Payment

9.1 Charges

The Client shall pay the charges set out in the applicable quotation, order, or Agreement. Unless otherwise stated, all charges are exclusive of VAT, which shall be added at the prevailing rate.

9.2 Payment Terms

Unless otherwise agreed in writing:

• Invoices are payable within thirty (30) days of the date of invoice.
• For Installation Works and project-based Services, a deposit of fifty per cent (50%) of the total project value is payable prior to the commencement of work. The balance shall be invoiced on completion or in accordance with any agreed milestone payment schedule.
• For Goods ordered specifically for the Client, OneTek may require payment in full or a deposit before placing orders with suppliers.

9.3 Late Payment

If the Client fails to pay any sum due by the due date, OneTek shall be entitled, without prejudice to any other right or remedy, to:

• Charge interest on the overdue amount in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, at the rate of 8% per annum above the Bank of England base rate, accruing daily from the due date until payment is made in full.
• Claim the fixed sum compensation provided for under the Late Payment of Commercial Debts (Interest) Act 1998.
• Claim reasonable costs of recovering the debt.
• Suspend the supply of Goods and/or Services until all outstanding sums are paid in full.

9.4 Disputes on Invoices

If the Client disputes any invoice, the Client shall notify OneTek in writing within fourteen (14) days of the invoice date, providing reasonable details of the dispute. Any undisputed portion of an invoice must be paid in accordance with the standard payment terms.

10. Intellectual Property

10.1 OneTek's IP

OneTek retains all intellectual property rights in its designs, configurations, methodologies, templates, tools, software code, network architectures, processes, and know-how, whether pre-existing or developed during the performance of an Agreement ("OneTek IP"). Nothing in an Agreement operates to transfer ownership of OneTek IP to the Client.

10.2 Licence

Where Deliverables incorporate OneTek IP, OneTek grants the Client a non-exclusive, non-transferable licence to use such Deliverables for the Client's internal business purposes, subject to payment of all applicable charges. This licence does not extend to resale, sublicensing, or distribution to third parties without OneTek's prior written consent.

10.3 Client Materials

The Client retains all intellectual property rights in materials provided by the Client to OneTek. The Client grants OneTek a licence to use such materials solely for the purpose of performing its obligations under the Agreement.

10.4 Third-Party IP

Where Goods or Services incorporate third-party intellectual property (including software licences), the Client's use of such intellectual property is subject to the applicable third-party terms, which OneTek shall make available or identify to the Client.

11. Confidentiality

11.1 Each party undertakes to keep confidential all Confidential Information of the other party and shall not, without the prior written consent of the other party, disclose such Confidential Information to any third party, except:

• To its employees, officers, subcontractors, or advisers who need to know such information for the purposes of the Agreement, provided that such persons are bound by obligations of confidentiality no less onerous than this Clause 11.
• As required by law, regulation, or order of a court or competent authority.

11.2 This Clause 11 shall survive termination of the Agreement for a period of three (3) years.

11.3 This Clause 11 does not apply to information that is or becomes publicly available through no fault of the receiving party, was already known to the receiving party before disclosure, or was independently developed without reference to the disclosing party's Confidential Information.

12. Data Protection

12.1 Both parties shall comply with their respective obligations under the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

12.2 To the extent that OneTek processes personal data on behalf of the Client in the course of providing Services, OneTek shall act as a data processor and the Client shall act as the data controller. The parties shall enter into a separate Data Processing Agreement setting out the subject matter, duration, nature, and purpose of the processing, the types of personal data, and the categories of data subjects.

12.3 OneTek shall implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing, accidental loss, destruction, or damage.

12.4 OneTek shall promptly notify the Client if it becomes aware of any personal data breach affecting the Client's personal data.

12.5 On termination of the Agreement, OneTek shall, at the Client's election, return or securely delete all personal data processed on the Client's behalf, unless retention is required by law.

13. Warranties

13.1 Equipment Warranty

Equipment is supplied with the benefit of the manufacturer's warranty. OneTek does not provide any additional warranty on Equipment beyond the manufacturer's warranty, but shall use reasonable endeavours to assist the Client in making a claim under the manufacturer's warranty. Details of applicable manufacturer warranty periods shall be provided to the Client on request.

13.2 Software and Bespoke Systems Warranty

Where OneTek provides bespoke software development or system integration services, OneTek warrants that the software or system shall materially conform to the agreed specification for a period of thirty (30) days from the date of acceptance or sign-off (whichever is later). During this period, OneTek shall rectify any defects at no additional charge to the Client. After the expiry of this warranty period, defect rectification shall be provided under the terms of any applicable support agreement, or on a time and materials basis.

13.3 Installation Workmanship Warranty

OneTek warrants that Installation Works shall be carried out to a reasonable standard and shall be free from defects in workmanship for a period of twelve (12) months from the date of completion or sign-off (whichever is later).

13.4 Warranty Claims

The Client must notify OneTek in writing of any warranty claim within the applicable warranty period, providing reasonable details of the defect. OneTek shall, at its option, repair or replace the defective Equipment or re-perform the defective Installation Works at no additional charge to the Client.

13.5 Manufacturer Warranties

Where Equipment carries a manufacturer's warranty that exceeds the warranty provided under Clause 13.1, OneTek shall use reasonable endeavours to assist the Client in making a claim under that manufacturer's warranty.

13.6 Warranty Exclusions

The warranties set out in this Clause 13 do not cover defects caused by misuse, neglect, unauthorised modification, accidental damage, power surges, environmental conditions outside the manufacturer's specifications, or normal wear and tear.

13.7 Exclusion of Implied Terms

Except as expressly set out in this Clause 13 and subject to Clause 14.1, all warranties, conditions, and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded, save that nothing in these Terms shall exclude or limit the implied term that Services shall be performed with reasonable care and skill pursuant to section 13 of the Supply of Goods and Services Act 1982.

14. Limitation of Liability

14.1 Carve-Outs

Nothing in these Terms excludes or limits OneTek's liability for:

• Death or personal injury caused by OneTek's negligence.
• Fraud or fraudulent misrepresentation.
• Any other liability that cannot be excluded or limited by applicable law.

14.2 Excluded Damages

Subject to Clause 14.1, OneTek shall not be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:

• Loss of profits, revenue, or anticipated savings.
• Loss of business or business opportunity.
• Loss of goodwill or reputation.
• Loss of or corruption of data.
• Any indirect or consequential loss or damage.

14.3 Aggregate Cap

Subject to Clause 14.1, OneTek's total aggregate liability to the Client under or in connection with an Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the greater of:

• (a) the total fees paid by the Client under the Agreement in the twelve (12) months immediately preceding the date on which the claim arose;
• (b) fifty thousand pounds (£50,000); or
• (c) the amount recoverable under OneTek's relevant insurance policy in respect of the claim.

14.4 Client's Responsibility

The Client shall be responsible for maintaining adequate backups of its data and systems. OneTek shall not be liable for any loss of data where the Client has failed to maintain reasonable backup procedures, unless OneTek has expressly assumed responsibility for backups under a separate agreement.

15. Force Majeure

15.1 Neither party shall be in breach of an Agreement or liable for any delay in or failure to perform its obligations under an Agreement where such delay or failure results from a Force Majeure Event.

15.2 A "Force Majeure Event" means any event beyond the reasonable control of the affected party, including but not limited to:

• Acts of God, fire, flood, storm, earthquake, or other natural disaster.
• Epidemic or pandemic.
• War, terrorism, civil unrest, or sanctions.
• Government action, regulation, or embargo.
• Power failure, telecommunications failure, or internet service failure not caused by the affected party.
• Supply chain delays, global component shortages, or delays by third-party suppliers or manufacturers.
• Strike, lockout, or industrial action (other than by the affected party's own employees).

15.3 The affected party shall promptly notify the other party of the Force Majeure Event and shall use reasonable endeavours to mitigate its effects. If the Force Majeure Event continues for more than ninety (90) days, either party may terminate the affected Agreement by giving written notice.

15.4 For the avoidance of doubt, the Client's obligation to pay for Goods delivered and Services performed prior to a Force Majeure Event is not suspended or discharged by the occurrence of a Force Majeure Event.

16. Termination

16.1 Termination on Notice

Either party may terminate an Agreement by giving the other party not less than thirty (30) days' written notice, such notice not to take effect before the end of any minimum term specified in the applicable Agreement. Where no minimum term is specified, either party may terminate on thirty (30) days' written notice at any time.

16.2 Termination for Cause

Either party may terminate an Agreement immediately by written notice if the other party:

• Commits a material breach of the Agreement and, where such breach is capable of remedy, fails to remedy it within fourteen (14) days of receiving written notice specifying the breach and requiring its remedy.
• Becomes insolvent, enters into administration, receivership, or liquidation, makes an arrangement with its creditors, or ceases or threatens to cease to carry on business.

16.3 Consequences of Termination

On termination of an Agreement for any reason:

• The Client shall pay OneTek for all Goods delivered and Services performed up to the date of termination, including any committed costs or non-cancellable orders placed with third-party suppliers.
• Any deposits or advance payments for work not yet performed shall be applied against sums due under this Clause, and any balance shall be refunded or invoiced as appropriate.
• Each party shall return or, at the other party's option, destroy all Confidential Information of the other party.
• Clauses which by their nature are intended to survive termination shall continue in force, including Clauses 10 (Intellectual Property), 11 (Confidentiality), 12 (Data Protection), 14 (Limitation of Liability), and 18 (Governing Law).

17. General

17.1 Entire Agreement

The Agreement (comprising the applicable quotation, proposal, or statement of work and these Terms) constitutes the entire agreement between the parties and supersedes all prior discussions, representations, and agreements relating to its subject matter.

17.2 Variation

No variation of an Agreement or these Terms shall be effective unless it is in writing and signed by or on behalf of both parties.

17.3 Waiver

A failure or delay by either party to exercise any right or remedy under an Agreement shall not constitute a waiver of that right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

17.4 Severability

If any provision of these Terms is found by any court or competent authority to be invalid, unlawful, or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any modification or deletion of a provision shall not affect the validity or enforceability of the remaining provisions.

17.5 Assignment

The Client shall not assign, transfer, subcontract, or deal in any other manner with any of its rights or obligations under an Agreement without OneTek's prior written consent. OneTek may assign or subcontract any of its rights or obligations without the Client's consent.

17.6 Third-Party Rights

No person who is not a party to an Agreement shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of the Agreement.

17.7 Notices

Any notice given under an Agreement shall be in writing and shall be delivered by hand, sent by pre-paid first-class post, or sent by email to the addresses specified in the Agreement or as otherwise notified in writing. A notice is deemed received: if delivered by hand, at the time of delivery; if sent by pre-paid first-class post, at 9:00am on the second business day after posting; if sent by email, at the time of transmission provided no bounce-back or error notification is received.

18. Governing Law and Dispute Resolution

18.1 These Terms and any Agreement shall be governed by and construed in accordance with the laws of England and Wales.

18.2 Any dispute arising out of or in connection with these Terms or any Agreement shall first be referred to a senior representative of each party, who shall attempt to resolve the dispute in good faith within fourteen (14) days of the dispute being referred to them.

18.3 If the dispute is not resolved within the period specified in Clause 18.2, the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

OneTek Business Solutions Ltd
Registered in England (Company No. 06667418)
Meridian House, Road One, Winsford, Cheshire CW7 3QG
Tel: 0161 475 6291 | Email: sales@onetek.com
VAT Registration: GB105182352

These General Terms and Conditions are effective from 30 March 2026 and supersede all previous versions.