terms and conditions

Last updated 8th March 2026.

AGREEMENT TO OUR LEGAL TERMS

We are Techonomy Ltd, doing business as TECHONOMY (‘Company’, ‘we’, ‘us’, or ‘our’), a company registered in England at Glasshouse, Alderley Park, Alderley Edge, Macclesfield, SK10 4TG, UK.

We operate the website https://www.techonomy.co.uk (the ‘Site’), as well as any other related products and services that refer or link to these legal terms (the ‘Legal Terms’) (collectively, the ‘Services’).

You can contact us by phone at (+44)0800 567 7770, email at sales@techonomy.co.uk, or by mail to Glasshouse, Alderley Park, Alderley Edge, Macclesfield, SK10 4TG.

These Legal Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity (‘you’), and Techonomy Ltd, concerning your access to and use of the Services. You agree that by accessing the Services, you have read, understood, and agreed to be bound by all of these Legal Terms. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Services from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Legal Terms at any time and for any reason. We will alert you about any changes by updating the ‘Last updated’ date of these Legal Terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Legal Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Legal Terms by your continued use of the Services after the date such revised Legal Terms are posted.

The Services are intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Services.

We recommend that you print a copy of these Legal Terms for your records.

TABLE OF CONTENTS
OUR SERVICES
INTELLECTUAL PROPERTY RIGHTS
USER REPRESENTATIONS
USER REGISTRATION
SOFTWARE
PROHIBITED ACTIVITIES
USER GENERATED CONTRIBUTIONS
CONTRIBUTIONLICENCE
SERVICES MANAGEMENT
PRIVACY POLICY
TERM AND TERMINATION
MODIFICATIONS AND INTERRUPTIONS
GOVERNING LAW
DISPUTE RESOLUTION
CORRECTIONS
DISCLAIMER
LIMITATIONS OF LIABILITY
INDEMNIFICATION
USER DATA
ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
MISCELLANEOUS
SERVICES
CONTACT US
1. OUR SERVICES

The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

2. INTELLECTUAL PROPERTY RIGHTS
Our intellectual property

We are the owner or the licensee of all intellectual property rights in our Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services (collectively, the ‘Content’), as well as the trademarks, service marks, and logos contained therein (the ‘Marks’).

Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties around the world.

The Content and Marks are provided in or through the Services ‘AS IS’ for your personal, non-commercial use or internal business purpose only.

Your use of our Services

Subject to your compliance with these Legal Terms, including the ‘PROHIBITED ACTIVITIES’ section below, we grant you a non-exclusive, non-transferable, revocable licence to:

access the Services; and
download or print a copy of any portion of the Content to which you have properly gained access,

solely for your personal, non-commercial use or internal business purpose.

Except as set out in this section or elsewhere in our Legal Terms, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

If you wish to make any use of the Services, Content, or Marks other than as set out in this section or elsewhere in our Legal Terms, please address your request to: sales@techonomy.co.uk. If we ever grant you the permission to post, reproduce, or publicly display any part of our Services or Content, you must identify us as the owners or licensors of the Services, Content, or Marks and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying our Content.

We reserve all rights not expressly granted to you in and to the Services, Content, and Marks.

Any breach of these Intellectual Property Rights will constitute a material breach of our Legal Terms and your right to use our Services will terminate immediately.

Your submissions

Please review this section and the ‘PROHIBITED ACTIVITIES’ section carefully prior to using our Services to understand the (a) rights you give us and (b) obligations you have when you post or upload any content through the Services.

Submissions: By directly sending us any question, comment, suggestion, idea, feedback, or other information about the Services (‘Submissions’), you agree to assign to us all intellectual property rights in such Submission. You agree that we shall own this Submission and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.

You are responsible for what you post or upload: By sending us Submissions through any part of the Services you:

confirm that you have read and agree with our ‘PROHIBITED ACTIVITIES’ and will not post, send, publish, upload, or transmit through the Services any Submission that is illegal, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening to any person or group, sexually explicit, false, inaccurate, deceitful, or misleading;
to the extent permissible by applicable law, waive any and all moral rights to any such Submission;
warrant that any such Submission are original to you or that you have the necessary rights and licences to submit such Submissions and that you have full authority to grant us the above-mentioned rights in relation to your Submissions; and
warrant and represent that your Submissions do not constitute confidential information.

You are solely responsible for your Submissions and you expressly agree to reimburse us for any and all losses that we may suffer because of your breach of (a) this section, (b) any third party’s intellectual property rights, or (c) applicable law.

3. USER REPRESENTATIONS

By using the Services, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Legal Terms; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise; (6) you will not use the Services for any illegal or unauthorised purpose; and (7) your use of the Services will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

4. USER REGISTRATION

You may be required to register to use the Services. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

5. SOFTWARE

We may include software for use in connection with our Services. If such software is accompanied by an end user licence agreement (‘EULA’), the terms of the EULA will govern your use of the software. If such software is not accompanied by a EULA, then we grant to you a non-exclusive, revocable, personal, and non-transferable licence to use such software solely in connection with our services and in accordance with these Legal Terms. Any software and any related documentation is provided ‘AS IS’ without warranty of any kind, either express or implied, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. You accept any and all risk arising out of use or performance of any software. You may not reproduce or redistribute any software except in accordance with the EULA or these Legal Terms.

6. PROHIBITED ACTIVITIES

You may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavours except those that are specifically endorsed or approved by us.

As a user of the Services, you agree not to:

Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein.
Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
Use any information obtained from the Services in order to harass, abuse, or harm another person.
Make improper use of our support services or submit false reports of abuse or misconduct.
Use the Services in a manner inconsistent with any applicable laws or regulations.
Engage in unauthorised framing of or linking to the Services.
Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
Delete the copyright or other proprietary rights notice from any Content.
Attempt to impersonate another user or person or use the username of another user.
Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (‘gifs’), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as ‘spyware’ or ‘passive collection mechanisms’ or ‘pcms’).
Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.
Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.
Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
Copy or adapt the Services’ software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services.
Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or use or launch any unauthorised script or other software.
Use a buying agent or purchasing agent to make purchases on the Services.
Make any unauthorised use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretences.
Use the Services as part of any effort to compete with us or otherwise use the Services and/or the Content for any revenue-generating endeavour or commercial enterprise.
Use the Services to advertise or offer to sell goods and services.
7. USER GENERATED CONTRIBUTIONS

The Services does not offer users to submit or post content.

8. CONTRIBUTION LICENCE

You and Services agree that we may access, store, process, and use any information and personal data that you provide following the terms of the Privacy Policy and your choices (including settings).

By submitting suggestions or other feedback regarding the Services, you agree that we can use and share such feedback for any purpose without compensation to you.

9. SERVICES MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Legal Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Legal Terms, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.

10. PRIVACY POLICY

We care about data privacy and security. Please review our Privacy Policy: https://app.termly.io/policy-viewer/policy.html?policyUUID=ad08b905-a935-4d11-9661-79444563cce0. By using the Services, you agree to be bound by our Privacy Policy, which is incorporated into these Legal Terms. Please be advised the Services are hosted in the United Kingdom. If you access the Services from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United Kingdom, then through your continued use of the Services, you are transferring your data to the United Kingdom, and you expressly consent to have your data transferred to and processed in the United Kingdom.

11. TERM AND TERMINATION

These Legal Terms shall remain in full force and effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE LEGAL TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE LEGAL TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

12. MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.

We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Legal Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

13. GOVERNING LAW

These Legal Terms are governed by and interpreted following the laws of England and Wales, and the use of the United Nations Convention of Contracts for the International Sales of Goods is expressly excluded. If your habitual residence is in the EU, and you are a consumer, you additionally possess the protection provided to you by obligatory provisions of the law in your country to residence. Techonomy Ltd and yourself both agree to submit to the non-exclusive jurisdiction of the courts of __________, which means that you may make a claim to defend your consumer protection rights in regards to these Legal Terms in England, or in the EU country in which you reside.

14. DISPUTE RESOLUTION
Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Legal Terms (each a ‘Dispute’ and collectively, the ‘Disputes’) brought by either you or us (individually, a ‘Party’ and collectively, the ‘Parties’), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

Binding Arbitration

Any dispute arising from the relationships between the Parties to these Legal Terms shall be determined by one arbitrator who will be chosen in accordance with the Arbitration and Internal Rules of the European Court of Arbitration being part of the European Centre of Arbitration having its seat in Strasbourg, and which are in force at the time the application for arbitration is filed, and of which adoption of this clause constitutes acceptance. The seat of arbitration shall be Leeds, England. The language of the proceedings shall be English. Applicable rules of substantive law shall be the law of England.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilise class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorised use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

15. CORRECTIONS

There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.

16. DISCLAIMER

THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES’ CONTENT OR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORISED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGEMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

17. LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE six (6) mONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

18. INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Services; (2) breach of these Legal Terms; (3) any breach of your representations and warranties set forth in these Legal Terms; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Services with whom you connected via the Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defence of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

19. USER DATA

We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

20. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

21. MISCELLANEOUS

These Legal Terms and any policies or operating rules posted by us on the Services or in respect to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Legal Terms shall not operate as a waiver of such right or provision. These Legal Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Legal Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Legal Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Legal Terms or use of the Services. You agree that these Legal Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defences you may have based on the electronic form of these Legal Terms and the lack of signing by the parties hereto to execute these Legal Terms.

22. SERVICES

1.1. The Service – Service Overview EoL/EoS The Company shall provide corrective maintenance services for Equipment that has reached official End-of-Life (EoL)/End-of-Support (EoS) status with the original manufacturer. This service includes fault diagnosis, replacement of defective components, and restoration of the Equipment to operational condition, subject to the limitations and service levels (SLA) set out in this Agreement. The Services to be provided to Partner or to its End-Customer on behalf of the Partner consists of corrective maintenance in respect of faulty Equipment and includes repairs which may be reasonably necessary, including the supply and fitting of replacement parts. Those replacement parts may be refurbished or reconditioned parts. If an Engineer to Site Service has been purchased, an engineer shall attend the Site Address within the response times (SLA) specified in the applicable Maintenance Schedule, following receipt and validation of a fault request. When replacement parts are shipped and/or fitted, the defective parts removed from the Equipment shall immediately become the property of Company, unless otherwise agreed. Company reserves the right to temporarily use any spare parts of a similar or higher specification if the required or exact spare parts are unavailable for any reason. 1.2. Corrective maintenance shall encompass all reasonably necessary repairs, including the supply and fitting of replacement parts. The Company may utilise refurbished, reconditioned, or equivalent components where original parts are no longer available. Upon installation, any removed defective parts shall become the property of the Company, unless otherwise agreed in writing. The Company reserves the right to temporarily fit components of a similar or higher specification if the required part is unavailable at the time of service. 1.3. Service Characteristics This service is expressly designed for hardware that is no longer supported by the original vendor, including but not limited to devices no longer eligible for SmartNet, OEM RMAs, or manufacturer technical assistance. In such cases, the Company assumes full responsibility for maintaining service continuity through alternative means. To enable ongoing operational use of EoL/EoS equipment, the Company maintains a dedicated inventory of legacy spare parts and components. All parts provided under this service will meet or exceed the minimum functional requirements of the original Equipment. Where a permanent resolution cannot be delivered immediately due to part availability, the Company may deploy temporary replacements or reconditioned alternatives in order to maintain service availability in accordance with the agreed SLA. Exclusions This service does not include: a) Firmware, software, or feature upgrades not available due to EoS restrictions. b) Support for components not previously declared in the supported asset list. c) Services dependent on original manufacturer intervention or licensing. 1.4. The Partner acknowledges that for the first fourteen (14) Business Days, calculated from the start of the Service Commencement Date (“Integration Period”), the Company requires this time to process Partner’s request and the End-Customer’s requirements into Company’s systems and procure any additional spare parts and Equipment replacements required to enable the Company to provide the Services. During the Integration Period, Partner accepts that the Company shall use its reasonable endeavours to provide the Services. 1.5. To enable the Company to deliver said Services all Equipment stated within the Maintenance Schedule must be listed with a valid part number and serial number where applicable. For any Equipment where Vendor support has been purchased and a valid part or serial number has not been provided, no SLA will be offered for such Equipment and the Services will be offered on a reasonable endeavours basis only. If Partner after 90 days following Company’s request the Partner has not provided Company with the required data to enable third party Vendor support, the Company reserve the right to terminate any support on said Equipment, in which situation the Partner waives the right to any refund of Service Fees for the 90-day period. 1.6. If the Partner requests Company to provide the Services to any additional hardware products than the Equipment listed in the Maintenance Schedule, then such hardware must be added to the Maintenance Schedule using the prescribed change process where further Service Fees may apply, and any such changes as agreed will be deemed to form part of that Schedule. 1.7. The Services include maintenance of the Equipment, which is deemed necessary or required for its operations as a result of fair wear and tear use and operation only. Any repair and/or replacement of the consumable items listed below are excluded from the Services and will be subject to additional charges at Company’s prevailing rates: • Batteries and Standby Power Supplies containing Batteries • Solid State Drives* • Laptop or Notebook screens and hinges • All cables of any type • Server storage, tape, and backup drives* • Screws, fittings, and brackets • Ink/toner • All peripherals – A peripheral is a device attached to a host computer behind the chipset whose primary functionality is dependent upon the host, and can therefore be considered as expanding the hosts capabilities, while not forming part of the system’s core architecture • Terminal / PC Accessories such as: screen filters, mouse mats, holsters, monitor arms. *Unless stipulated within the Maintenance Schedule 1.8. The Company will not be responsible for conducting any repair or replacement of any consumable items. 1.9. Any Equipment listed within the Maintenance Schedule that have or have had any pre-existing issues or failures are excluded from the Services described in this Annex. Especially for OEM branded Equipment, Company will assume each item of Equipment to have or have had a previous support agreement with OEM so support will be quoted up to the relevant OEM Equipment End of Service Contract Renewal Date on the basis that all OEM Equipment are assumed to have a pre-existing OEM support contract in relation to end of support dates. 1.10. In the event of this Annex being entered into and the Maintenance Schedule prepared at any time subsequent to the sale or delivery of the Equipment by the Company to the Partner or the End-Customer or where the Partner or End-Customer has acquired and/or installed the Equipment itself and independent of Company, then Company reserves the right to undertake an inspection and produce a satisfactory report by an engineer of the Company on the following conditions of the Equipment: a) Should the Company not require an inspection or if the inspection reveals the Equipment to be in working order, then this Annex shall immediately come into force. Following the Integration Period, where the Partner or End-Customer has installed the Equipment, any subsequent Service calls for faults that are the result of incorrect set-up, installation or configuration of the Equipment will not be covered by this Annex and any remedial work will only be carried out by Company at Company’s prevailing Service rates in force at that time against a Purchase Order from Partner; or b) If the inspection reveals, in the sole opinion of the Company’s engineer, that the Equipment is in need of repair or maintenance then the Company shall notify the Partner and, if the Partner so requires, the Company shall carry out such repair or maintenance work. Such inspection and repair or maintenance work will be charged to the Partner at the then prevailing rates and any spare parts or other materials supplied shall be charged based on the then current prices The Company shall not be obliged to provide any repair or maintenance Services until the Partner has placed purchase order. 1.11. If there is a failure or deficiency in the supply of the Services by the Company, the Partner shall promptly notify the Company in writing of the same, providing sufficient details of the failure or deficiency and the Partner shall provide the Company with a remedy period as set out in the Maintenance Schedule to correct such failure or deficiency. 1.12. Where repairs cannot be effectively conducted at the Site Address, the Company reserves the right to install suitable loan Equipment of a similar or higher specification whilst repairs are conducted. 1.13. If any loan Equipment is installed, the Company will use reasonable endeavours to ensure that the repair works are completed within twenty-one (21) days. 1.14. Loan Equipment shall be made available for collection by the Company or End-Customer within seven (7) Business Days of request, and in the event such Equipment is not returned within the specified time, the Company reserves the right to charge for the loan Equipment at its current Vendor list price. Unless stated by Company, all OEM devices and components on loan or temporarily installed are required to be returned to the Company. Non-OEM Server peripherals including internal components are not required to be returned, and DMR (Disc Media Retention) is included as standard. 1.15. If a Partner or End-Customer call is raised under false pretences, or the attending engineer is not permitted access to the equipment upon arrival, or the fault is otherwise deemed to be exempt from the Services, the Company reserves the right to charge for any parts and all costs and expenses incurred at market rates. 1.16. The Partner and End-Customer are each required, at all times, to comply with the respective Vendors’ rules, regulations, guidelines, and definitions in relation to the use and maintenance of the Equipment, as these may be different from the Company’s own. 1.17. For United Kingdom mainland, the NBD Service Level cut off times for delivery are: • 11:00 for Highlands and Islands • 15:00 Local Time on the previous day (Monday – Friday, 9:00-17:30). Service deliveries to any International Destinations within the European Economic Area and Switzerland will be dealt with ad hoc and at Company’s discretion based on availability and permissions, and Company’s full range of Services may not be available to any or all International Destinations. 1.18. The Company is not responsible for delays solely due to freight carriers whether selected by Company, Partner or End-Customer. 1.19. Software and firmware are included in the Services only when specified in the Maintenance Schedule but are exempt from any Service Level. Partner agrees that the Company will be entitled to charge the Partner the rates set out in the Maintenance Schedule and any additional charges, at its prevailing Time & Materials rates, for the time it in its reasonable opinion spends in relation to or on account of any of the following items or extra-contractual services: a) data restoration and/or re-establishment; b) installation and configuration of software on new or replacement equipment/hardware or devices being limited to a maximum of 1hr c) training; d) upgrades and/or updates of any kind; e) unauthorised use of the software; f) inadequate back-up procedures; g) providing Services to the Partner or the End-Customer in circumstances where any reasonably skilled and competent services provider or system administrator would have judged the Partner’s or the End-Customer’s request to have been unnecessary; h) providing the Services to the Partner or the End-Customer where such support would, in the Company’s reasonable opinion, have been unnecessary if the Partner or the End-Customer had implemented, installed and used any Update(s) supplied or offered to the Partner or the End-Customer; i) providing the Services outside the Coverage Hours; or j) providing any other Services not specifically described in this Annex and/or the Maintenance Schedule. 1.20. Data or configuration file restorations of software, firmware, operating system, and applications do not constitute part of the Service Level. Reasonable endeavours will be made to restore any software, firmware, operating system, and applications, provided these are listed in the Maintenance Schedule and have been made accessible and available to the Company for Service. For certain Product lines or Equipment included in a Statement of Work, Schedule, Proposal or Quotation, it may be required that the Company holds the relevant Vendor accounts to enable the transfer of software licences during the return to service. 1.21. The Company is not responsible for the security or integrity of any software, firmware, operating system, application, data, or configuration file supplied by the Partner or the End-Customer. 1.22. No representation or warranty is given by the Company with regard to third party software, firmware, or applications that is included in the Services or that any faults will be fixed or will be fixed in accordance with the Service Levels. Warranties, if any are limited to those offered by the software or hardware/firmware Vendors. 3. Service Overview – Uplift Hybrid 3.1. The Service The Company shall provide corrective maintenance services for the provision of a OEM Uplift Service—a premium advanced replacement service—offered by The Company (the “Service Provider”). This Service enhances the standard OEM SmartNet or Partner Support Service (PSS), which must be held concurrently by the Customer. The OEM Uplift Service delivers an improved 24×7, 4-hour SLA for hardware replacement and engineer to site service, and is designed for Customers requiring high-availability hardware support with proactive spares provisioning, logistics, and full RMA management with OEM. The Services to be provided to Partner or to its End-Customer on behalf of the Partner consists of corrective maintenance in respect of faulty Equipment and includes repairs which may be reasonably necessary, including the supply and fitting of replacement parts. Those replacement parts may be refurbished or reconditioned parts. If an Engineer to Site Service has been purchased, an engineer shall attend the Site Address within the response times (SLA) specified in the applicable Maintenance Schedule, following receipt and validation of a fault request. When replacement parts are shipped and/or fitted, the defective parts removed from the Equipment shall immediately become the property of Company, unless otherwise agreed. Company reserves the right to temporarily use any spare parts of a similar or higher specification if the required or exact spare parts are unavailable for any reason. The Company shall deliver advanced replacement hardware and/or engineer within four (4) hours of confirmed fault diagnosis, 24×7. This service is underpinned by a robust inventory of OEM spares, pre-allocated and named to the End User, held in strategic locations to meet SLA targets. Prior to hardware dispatch, the Customer must triage and confirm a hardware fault. This includes remote diagnostics, configuration verification, and basic troubleshooting. A detailed incident report is required. The Company reserves the right to delay hardware dispatch if the fault is not confirmed as hardware related. The Customer must maintain a valid OEM SmartNet or PSS contract for covered equipment. The Company will manage all RMA processes with the Partner and/or OEM directly, acting as the liaison and ensuring that returned units are processed in compliance with OEM’s terms. The combination of OEM coverage and The Company’s Uplift Service provides redundancy, responsiveness, and control. Where services are tied to specific OEM programs (e.g. Cisco SmartNet or PSS), those vendor-specific terms shall apply in addition to this agreement. 3.2. Corrective maintenance shall encompass all reasonably necessary repairs, including the supply and fitting of replacement parts. The Company may utilise official certified refurbished, reconditioned, or equivalent components. Upon installation, any removed defective parts shall become the property of the Company, unless otherwise agreed in writing. The Company reserves the right to temporarily fit components of a similar or higher specification if the required part is unavailable at the time of service. 3.3. Service Characteristics This service is expressly designed for hardware that are still supported by the original vendor, including but not limited to devices eligible for SmartNet, PSS, OEM RMAs, or manufacturer technical assistance Where a permanent resolution cannot be delivered immediately due to part availability, the Company may (with the Customer agreement), deploy temporary replacements or alternatives in order to maintain service availability in accordance with the agreed SLA. Exclusions This service does not include: d) Firmware, software, or feature upgrades not available due to EoS restrictions. e) Support for components not previously declared in the supported asset list. f) Services dependent on original manufacturer intervention or licensing. 3.4. The Partner acknowledges that for the first fourteen (14) Business Days, calculated from the start of the Service Commencement Date (“Integration Period”), the Company requires this time to process Partner’s request and the End-Customer’s requirements into Company’s systems and procure any additional spare parts and Equipment replacements required to enable the Company to provide the Services. During the Integration Period, Partner accepts that the Company shall use its reasonable endeavours to provide the Services. 3.5. To enable the Company to deliver said Services all Equipment stated within the Maintenance Schedule must be listed with a valid part number and serial number where applicable. For any Equipment where Vendor support has been purchased and a valid part or serial number has not been provided, no SLA will be offered for such Equipment and the Services will be offered on a reasonable endeavours basis only. If Partner after 90 days following Company’s request the Partner has not provided Company with the required data to enable third party Vendor support, the Company reserve the right to terminate any support on said Equipment, in which situation the Partner waives the right to any refund of Service Fees for the 90-day period. 3.6. If the Partner requests Company to provide the Services to any additional hardware products than the Equipment listed in the Maintenance Schedule, then such hardware must be added to the Maintenance Schedule using the prescribed change process where further Service Fees may apply, and any such changes as agreed will be deemed to form part of that Schedule. 3.7. The Services include maintenance of the Equipment, which is deemed necessary or required for its operations as a result of fair wear and tear use and operation only. Any repair and/or replacement of the consumable items listed below are excluded from the Services and will be subject to additional charges at Company’s prevailing rates: • Batteries and Standby Power Supplies containing Batteries • All cables of any type • Screws, fittings, and brackets • All peripherals – A peripheral is a device attached to a host computer behind the chipset whose primary functionality is dependent upon the host, and can therefore be considered as expanding the hosts capabilities, while not forming part of the system’s core architecture • Terminal / PC Accessories such as: screen filters, mouse mats, holsters, monitor arms. *Unless stipulated within the Maintenance Schedule 3.8. The Company will not be responsible for conducting any repair or replacement of any consumable items. 3.9. Any Equipment listed within the Maintenance Schedule that have or have had any pre-existing issues or failures are excluded from the Services described in this Annex. Especially for OEM branded Equipment, Company will assume each item of Equipment to have or have had a previous support agreement with OEM so support will be quoted up to the relevant OEM Equipment End of Service Contract Renewal Date on the basis that all OEM Equipment are assumed to have a pre-existing OEM support contract in relation to end of support dates. 3.10. In the event of this Annex being entered into and the Maintenance Schedule prepared at any time subsequent to the sale or delivery of the Equipment by the Company to the Partner or the End-Customer or where the Partner or End-Customer has acquired and/or installed the Equipment itself and independent of Company, then Company reserves the right to undertake an inspection and produce a satisfactory report by an engineer of the Company on the following conditions of the Equipment: c) Should the Company not require an inspection or if the inspection reveals the Equipment to be in working order, then this Annex shall immediately come into force. Following the Integration Period, where the Partner or End-Customer has installed the Equipment, any subsequent Service calls for faults that are the result of incorrect set-up, installation or configuration of the Equipment will not be covered by this Annex and any remedial work will only be carried out by Company at Company’s prevailing Service rates in force at that time against a Purchase Order from Partner; or d) If the inspection reveals, in the sole opinion of the Company’s engineer, that the Equipment is in need of repair or maintenance then the Company shall notify the Partner and, if the Partner so requires, the Company shall carry out such repair or maintenance work. Such inspection and repair or maintenance work will be charged to the Partner at the then prevailing rates and any spare parts or other materials supplied shall be charged based on the then current prices The Company shall not be obliged to provide any repair or maintenance Services until the Partner has placed purchase order. 3.11. If there is a failure or deficiency in the supply of the Services by the Company, the Partner shall promptly notify the Company in writing of the same, providing sufficient details of the failure or deficiency and the Partner shall provide the Company with a remedy period as set out in the Maintenance Schedule to correct such failure or deficiency. 3.12. Where repairs cannot be effectively conducted at the Site Address, the Company reserves the right to install suitable loan Equipment of a similar or higher specification whilst repairs are conducted. 3.13. If any loan Equipment is installed, the Company will use reasonable endeavours to ensure that the repair works are completed within twenty-one (21) days. 3.14. Loan Equipment shall be made available for collection by the Company or End-Customer within seven (7) Business Days of request, and in the event such Equipment is not returned within the specified time, the Company reserves the right to charge for the loan Equipment at its current Vendor list price. Unless stated by Company, all OEM devices and components on loan or temporarily installed are required to be returned to the Company. Non-OEM Server peripherals including internal components are not required to be returned, and DMR (Disc Media Retention) is included as standard. 3.15. If a Partner or End-Customer call is raised under false pretences, or the attending engineer is not permitted access to the equipment upon arrival, or the fault is otherwise deemed to be exempt from the Services, the Company reserves the right to charge for any parts and all costs and expenses incurred at market rates. 3.16. The Partner and End-Customer are each required, at all times, to comply with the respective Vendors’ rules, regulations, guidelines, and definitions in relation to the use and maintenance of the Equipment, as these may be different from the Company’s own. 3.17. For United Kingdom mainland, the NBD Service Level cut off times for delivery are: • 11:00 for Highlands and Islands • 15:00 Local Time on the previous day (Monday – Friday, 9:00-17:30). Service deliveries to any International Destinations within the European Economic Area and Switzerland will be dealt with ad hoc and at Company’s discretion based on availability and permissions, and Company’s full range of Services may not be available to any or all International Destinations. 3.18. The Company is not responsible for delays solely due to freight carriers whether selected by Company, Partner or End-Customer. 3.19. Software and firmware are included in the Services only when specified in the Maintenance Schedule but are exempt from any Service Level. Partner agrees that the Company will be entitled to charge the Partner the rates set out in the Maintenance Schedule and any additional charges, at its prevailing Time & Materials rates, for the time it in its reasonable opinion spends in relation to or on account of any of the following items or extra-contractual services: k) data restoration and/or re-establishment; l) installation and configuration of software on new or replacement equipment/hardware or devices being limited to a maximum of 1hr m) training; n) upgrades and/or updates of any kind; o) unauthorised use of the software; p) inadequate back-up procedures; q) providing Services to the Partner or the End-Customer in circumstances where any reasonably skilled and competent services provider or system administrator would have judged the Partner’s or the End-Customer’s request to have been unnecessary; r) providing the Services to the Partner or the End-Customer where such support would, in the Company’s reasonable opinion, have been unnecessary if the Partner or the End-Customer had implemented, installed and used any Update(s) supplied or offered to the Partner or the End-Customer; s) providing the Services outside the Coverage Hours; or t) providing any other Services not specifically described in this Annex and/or the Maintenance Schedule. 3.20. Data or configuration file restorations of software, firmware, operating system, and applications do not constitute part of the Service Level. Reasonable endeavours will be made to restore any software, firmware, operating system, and applications, provided these are listed in the Maintenance Schedule and have been made accessible and available to the Company for Service. For certain Product lines or Equipment included in a Statement of Work, Schedule, Proposal or Quotation, it may be required that the Company holds the relevant Vendor accounts to enable the transfer of software licences during the return to service. 3.21. The Company is not responsible for the security or integrity of any software, firmware, operating system, application, data, or configuration file supplied by the Partner or the End-Customer. 3.22. No representation or warranty is given by the Company with regard to third party software, firmware, or applications that is included in the Services or that any faults will be fixed or will be fixed in accordance with the Service Levels. Warranties, if any are limited to those offered by the software or hardware/firmware Vendors. Where services are tied to specific OEM programs (e.g. Cisco SmartNet or PSS), those vendor-specific terms shall apply in addition to this agreement. 4. Fees 4.1. The fees payable by the Partner to the Company shall be as specified in the SOW, Schedule, Proposal or Quotation that also includes the Maintenance Schedule. Software license or maintenance fees are payable annually in advance. The Partner and the Company acknowledge that software license contracts can take up to sixty (60) days to be processed with the Vendors. 4.2. If Company reasonably demonstrates that any Services required by the Partner are the result of any misuse or neglect due to the Partner, the End-Customer or a party under their control, or to any interference or damage to the Equipment, or due to the Partner or the End-Customer not adhering to its obligations under this Annex and/or the Maintenance Schedule, and specifically those described in Clauses 4.1 to 4.5 (inclusive), or due to any third-party hardware related issues, the Company reserves the right to charge an additional fee (at its prevailing rate) in relation to the provisions of the Services. 4.3. The Company reserves the right to charge an additional fee for a maintenance call to the Equipment that has been moved from the Site Address to a new Site location and such Equipment is not moved and installed by the Company, and/or if the Company reasonably determines that any maintenance issue was caused by the transportation or re-installation of the Equipment and may require further Services. 4.4. In the event of additional fees becoming due, those fees will be charged at such prevailing rates as the Company shall specify from time to time. 4.5. For any Equipment that is not directly specified under a Maintenance Schedule as required to be shipped outside of the United Kingdom, the Partner or the End-Customer will be classed as the exporter and importer of record in the relevant International Destination, and all taxes, duties and other charges for the export and import of said Equipment will be included in any SOW, Schedule, Proposal or Quotation if and to the extent Company has agreed in such documents to export and/or import the Equipment on Partner’s or End-Customer’s behalf. It is the responsibility of the Partner or its End-Customer to pay and/or claim any duties, levies, charges and VAT from the relevant tax authority. 5. Upgrades and Enhancements 5.1. Where Upgrades or Enhancements are made to the Equipment by the Company, they shall be deemed to be included in the definition of “Equipment” in Clause 1 and shall become subject to the terms of this Annex for the unexpired Term of this Annex, from the date of the Upgrade or Enhancement. 5.2. The fees shall be increased to such sum as the Company shall determine, according to its applicable prevailing price lists, to take account of the Upgrade or Enhancement referred to in Clause 3.1 above. 5.3. The Partner will notify the Company in writing forthwith of any Enhancement or Upgrade made to any Equipment or software, which is installed by any third party. 5.4. Upgrades and Enhancements made to the Equipment pursuant to Clause 3.3 shall be included within the definition of “Equipment” in Clause 1 only after a report prepared by an engineer of the Company on the effect of the Upgrade or Enhancement on the Equipment has been produced and the Company has confirmed it is satisfied with the report at which point such third-party Upgrades or Enhancements shall become subject to the terms of this Annex. The Company reserves the right to exclude any third-party Upgrades or Enhancements from becoming subject to the terms of this Annex at its complete discretion. 5.5. The inspection and report referred to in Clause 3.4 shall be charged to the Partner at the rate specified by the Company from time to time and shall be paid in addition to the sum referred to in Clause 3.2.

23. CONTACT US

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:

Techonomy Ltd
Glasshouse, Alderley Park, Alderley Edge, SK10 4TG, UK
Alderley Edge, England SK10 4TG
England
Phone: (+44)0800 567 7770
sales@techonomy.co.uk