Terms & Conditions

These Terms and Conditions are issued by CIRQIT Limited trading as CIRQIT, a company incorporated and registered in England and Wales with company number 16218619 and registered at 68 Dove Walk, Uttoxeter, ST14 8EH.

These Terms only apply to business customers and are not suitable for consumer transactions.

These terms shall govern all transactions and orders made with CIRQIT Limited. By engaging the Company and its services, you agree to comply with these terms and conditions.

1.       INTERPRETATION

1.1.  In these Terms and Conditions, the following expressions shall have the following meanings unless the context requires otherwise.

BUSINESS DAY: Means a day (other than a Saturday, Sunday or public holiday) on which banks are open for business in England.

BUSINESS TO BUSINESS (“B2B”): Refers to transactions, dealings, or relationships conducted between businesses, and not with consumers or individuals acting for purposes outside their trade, business, craft, or profession.

CALENDAR DAY: Means any day of the year, including weekends and bank holidays in England and Wales.

COMPANY (“we, us, our”): Means CIRQIT Limited trading as CIRQIT registered in England and Wales with company number 16218619 and registered at 68 Dove Walk, Uttoxeter, ST14 8EH.

CONTRACT: Means the agreement between the Company and the Customer for the sale and supply of Goods and/or Services in accordance with these Terms.

CUSTOMER (“you, your”): Means the person, firm or company who purchases Goods and/or Services from CIRQIT.

GOODS: Means the custom hardware, components and any other physical products supplied by CIRQIT to the Customer under the Contract.

ORDER: Means the Customer’s order for Goods and/or Services, confirmed in writing by CIRQIT.

RTB: Means Return to Base, referring to the standard warranty model under which Goods must be returned to CIRQIT for service or repair.

2.       PRODUCTS AND SERVICES

2.1.  CIRQIT’s core offering includes custom-built servers, workstations and desktop PCs, individually supplied IT components and related add-on software packages (e.g. Microsoft 365, antivirus, backup solutions) as part of a turnkey solution or on a standalone basis.

2.2.  Presale configuration support may be provided through a trusted third-party partner, who will assess the Customer’s infrastructure and advise CIRQIT accordingly.

2.3.  Custom builds are supplied with a 3-year RTB warranty and a lifetime remote goodwill support service (subject to fair use and exclusions under Clause 8). For this purpose, “Fair Use” refers to a reasonable level of use of the Company’s goodwill support services, as determined by the Company, taking into account the frequency, duration and nature of the Customer’s requests. It excludes excessive, repetitive or unreasonable demands that place an undue burden on the Company’s resources, including but not limited to:

2.3.1.      Repeated assistance with the same issue after guidance has been provided;

2.3.2.      Support requests unrelated to the original Goods or outside the scope of the Contract; or

2.3.3.      Use of the support services as a substitute for a formal maintenance or support agreement.

2.4.  The Company reserves the right to limit, suspend or withdraw goodwill support where use exceeds what is reasonably expected for a typical business Customer.

2.5.  Additional paid services may include on-site maintenance, software subscriptions, and cloud-based services, which are subject to separate minimum contract terms as agreed in writing.

3.       BASIS OF CONTRACT

3.1.  These Terms apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing. The Customer’s acceptance of delivery of the Products or Services shall constitute conclusive evidence of its acceptance of these Terms.

3.2.  The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Terms. The Order shall only be deemed accepted when CIRQIT issues a written acceptance or commences provision of the Goods or Services (whichever is earlier), at any point the Contract shall come into existence.

3.3.  No variations to these Terms shall be binding unless agreed in writing by CIRQIT.

4.       ORDERS AND CHANGES

4.1.  Orders must be placed via written acceptance of a formal quotation, via CIRQIT’s online portal or by other written confirmation as agreed between the parties. All Orders are subject to acceptance by the Company.

4.2.  No binding Contract shall come into effect until the Company has confirmed the Order in writing or commenced fulfilment of the Order.

4.3.  The Customer is responsible for ensuring the accuracy of the Order and for providing the Company with all necessary information relating to the Goods or Services within a sufficient time to enable the Company to perform the Contract.

4.4.  Unless otherwise agreed, all Orders for custom-built Goods must be confirmed in writing and are non-cancellable once confirmation is received.

4.5.  The Company may, at its discretion, consider reasonable requests to amend an Order after confirmation, provided that:

4.5.1.      Any such amendment is agreed in writing;

4.5.2.      The Customer agrees to pay any additional charges or costs arising from the amendment; and

4.5.3.      The proposed changes do not materially affect the performance or functionality of the Goods. 

5.       PRICING AND PAYMENT

5.1.  The price of the Goods and/or Services shall be as set out in the Company’s quotation, or where no price is quoted, as otherwise agreed in writing. All quotations are exclusive or VAT and delivery charges, which shall be added as separate line items.

5.2.  Unless otherwise stated, quotations are valid for seven (7) Calendar Days from the date of issue. The Company reserves the right to shorten the validity period for quotations where pricing is subject to volatility or limited availability, but not to fewer than twenty-four (24 hours).

5.3.  The Company may vary prices at any time prior to the Customer accepting a quotation. Once an Order is confirmed, prices shall remain fixed unless changes are agreed under Clause 5.

5.4.  All payments shall be made in full and in cleared funds prior to commencement of any work unless the Company has granted the Customer approved credit terms in writing. The Company may require a cleared proforma payment for a first Order before considering a Customer for credit terms.

5.5.  Where credit terms are granted, the Customer shall pay each invoice in full within thirty (30) days of the date of the invoice, unless otherwise agreed in writing. Time for payment shall be of the essence.

5.6.  If the Customer fails to make any payments due under the Contract by the due date, then, without limiting the Company’s other remedies, the Customer shall pay:

5.6.1.     An interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time accruing daily; and

5.6.2.     Any reasonable administrative or debt recovery costs incurred by the Company in collecting the overdue amount.

5.6.3.     The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Company may, at its discretion, set off any amount owing to the Customer against any amount payable by the Customer.

6.       DELIVERY

6.1.  Delivery of the Goods shall be made by the Company either:

6.1.1.     Delivering the Goods to the Customer’s address specified in the Order; or

6.1.2.     By the Customer collecting the Goods from the Company’s premises or such other location as the Company may specify.

6.2.  Delivery will be made within the timeframe specified in the Order as otherwise agreed, subject to the availability of Goods and any unforeseen delays. The Company shall not be liable for any delay in delivery beyond its reasonable control.

6.3.  Delivery charges shall be as specified in the Company’s quotation or invoice and will be added as a separate line item to the total price of the Goods, unless otherwise agreed. The delivery charge is added into the quote and includes delivery, packaging and labour costs incurred throughout the logistics process.

6.4.  Delivery dates are estimates and time of delivery is not of the essence of the Contract. The Company shall make reasonable efforts to deliver the Goods within the agreed timeframe but shall not be liable for any direct or indirect loss caused by delay.

6.5.  The risk in the Goods shall pass to the Customer upon delivery, except where the Goods are collected by the Customer, in which case risk shall pass at the point of collection.

6.6.  The Goods shall be delivered via third-party couriers, who are fully insured. The Company shall not be liable for any damage or loss caused by the third-party delivery company during transit. In the event of any damage or loss, the Customer must immediately notify the Company and file a claim directly with the delivery company.

6.7.  The Customer shall inspect the Goods promptly upon delivery or collection. Any damage or discrepancies in the Goods must be reported to the Company within forty-eight (48) hours of delivery. Failure to notify the Company within this timeframe may result in the Customer waiving its rights to claim for damages or incorrect Goods. Where the customer is a consumer, as defined under the Consumer Rights Act 2015, nothing in these Terms shall affect the customer’s statutory rights. These Terms are intended primarily for business-to-business (B2B) transactions. Accordingly, where the Customer is purchasing in the course of business, the rights and remedies provided under these Terms shall apply to the exclusion of any consumer rights or remedies which would otherwise arise.

6.8.  The Customer shall be responsible for any costs associated with the delivery, including but not limited to storage, if the Goods are not collected or accepted within a reasonable time from the agreed delivery date.

6.9.  The Company reserves the right to deliver the Goods in instalments, which may be invoiced separately, unless otherwise agreed in writing. Where Goods are delivered in instalments, each delivery shall be treated as a separate Contract.

7.       RETURNS AND FAULTY GOODS

7.1.  The Customer must inspect the Goods immediately upon delivery and notify the Company in writing of any damage, defects, or delivery discrepancies within forty-eight (48) hours of delivery. Failure to notify the Company within this timeframe may result in the Customer waiving the right to claim under this clause.

7.2.  If the Goods are found to be damaged, defective, or incorrect and the Customer has notified the Company within the time period stated in clause 8.1:

7.2.1.     Where the Goods are individual components (and not custom-builds), the Customer may request a refund or replacement, at the Company’s discretion;

7.2.2.     Where the Goods are custom-builds, they will be repaired in-house by the Company.

7.3.  Custom builds are non-returnable and non-refundable except where they are found to be Dead on Arrival (DOA). For these purposes, DOA means hardware that fails to operate on first use despite correct installation and configuration in accordance with the provided instructions and standard industry practice. In such cases, the Company will, at its own cost, arrange for collection and repair or replacement of the affected Goods.

7.4.  Returns of non-faulty Goods are permitted only for individual components (not custom builds) and may be subject to a standard restocking fee of fifteen percent (15%) of the sale price. The Company reserves the right to waive this fee at its discretion as a goodwill gesture.

7.5.  The Customer is responsible for the cost and risk of returning Goods to the Company, except where:

7.5.1.     The Goods are returned due to a proven fault, damage or error caused by the Company; or

7.5.2.     The Goods are custom builds that have arrived DOA, in which case the Company shall arrange and bear the cost of collection.

8.       WARRANTIES

8.1.  The Company warrants that all custom-built systems supplied under the Contract shall be free from material defects in workmanship and materials under normal use for a period of three (3) years from the date of delivery. This warranty is offered on a return-to base (RTB) basis. The Customer shall be responsible for the cost of returning the Goods to the Company, and the Company shall cover the cost of returning the repaired Goods to the Customer.

8.2.  The Company provides lifetime technical support for all custom-built systems as a goodwill service. This support is provided remotely and is not part of the contractual warranty. The Company reserves the right to determine what constitutes a reasonable period for such support based on the expected lifespan of the system.

8.3.  All individual components supplied by the Company (not forming part of a custom build) are covered solely by the applicable manufacturer’s warranty. The Company shall provide reasonable assistance in facilitating claims under those warranties but is not responsible for the outcome of any such claim.

8.4.  The warranties provided under this clause shall not apply in respect of any defect arising from:

8.4.1. Fair wear and tear, wilful damage, negligence, abnormal storage or working conditions;

8.4.2.     Failure to follow the Company’s or manufacturer’s instructions (whether oral or in writing);

8.4.3.     Unauthorised alterations or repairs by the Customer or any third party; or

8.4.4.     The use of any software or hardware not supplied or approved by the Company.

8.5.  Except as expressly stated in this clause or required by law, the Company gives no warranty or guarantee as to the suitability, performance or fitness for purpose of the Goods.

9.       SUPPORT AND MAINTENANCE

9.1.  The Company provides technical support services in connection with custom-built systems, which are included free of charge with the purchase of such systems. This support is provided on a goodwill basis and may be withdrawn or limited at the Company’s discretion.

9.2. Support is delivered remotely via telephone, email or remote-access tools. The Company does not currently offer service-level agreements or guaranteed response times but aims to respond to all support queries within one (1) Business Day.

9.3.  The support and RTB repair services referred to in this clause do not apply to:

9.3.1.     Any unauthorised modifications made by the Customer;

9.3.2.     Issues arising from software or hardware not supplied or maintained by the Company;

9.3.3.     Faults resulting from user error or negligence;

9.3.4.     Any Goods used outside their recommended specifications or environment.

9.4.  The Company may introduce a chargeable on-site maintenance service in the future, which will be subject to separate terms and conditions.

10.  CUSTOMER RESPONSIBILITIES

10.1. The Customer is solely responsible for ensuring that any Goods ordered (including components and systems) are compatible with their existing infrastructure and intended use.

10.2. Where the Customer requests a custom build and seeks configuration advice, the Company may offer pre-sale configuration support through its trusted partner. The Company will use reasonable efforts to ensure compatibility based on the information provided by the Customer, but the final responsibility for compatibility remains with the Customer.

10.3. The Customer shall be responsible for the proper installation and integration of all Goods supplied, unless otherwise agreed in writing. The Company does not undertake on-site installation.

10.4. The Customer must inspect all Goods upon delivery and report any visible damage, discrepancy or missing items to the Company within forty-eight (48) hours of receipt. Failure to do so may affect the Customer’s entitlement to remedies.

10.5. The Customer shall follow all instructions provided by the Company or relevant manufacturers regarding the installation, use and maintenance of the Goods.

11.  INTELLECTUAL PROPERTY

11.1. The Customer acknowledges that all intellectual property rights in the Company’s trademarks, logos, branding, website, documentation and marketing materials (together the “Materials”) are owned by or licenced to the Company. Except as expressly permitted in writing, nothing in the Contract grants the Customer any rights in or to such intellectual property.

11.2. “CIRQIT” is a registered trademark [UK00004038608]. Custom-built systems supplied by the Company may bear the Company’s branding, including the CIRQIT trademark and other proprietary identifiers.

11.3. The Company offer an OEM and white-label service which allows Customers to apply their own branding to custom-built systems. This service is subject to separate agreement and any such use of branding shall not transfer any intellectual property rights to the Customer.

11.4. The Customer shall not use the Company’s name, trademarks, logos or Materials for marketing, resale or other public purposes without the Company’s prior written consent.

11.5. The Customer warrants that it has all necessary rights to supply and authorise the use of any branding, materials or specifications it provides to the Company in connection with an OEM or white label order and agrees to indemnify the Company in full for any claims, costs or liabilities arising from a breach of this clause. 

12.  RESALE AND EXPORT

12.1. The Company permits B2B Customers to resell Goods purchased from the Company, provided that such resale is lawful and complies with all applicable laws and regulations.

12.2. Unless otherwise agreed in writing, the Customer shall not hold itself out as authorised distributor or agent of the company, nor shall it make any representations or warranties on the Company’s behalf.

12.3. The Customer must not use the Company’s branding, trademarks or other intellectual property in connection with any resale activities without the Company’s prior written consent, unless the Goods were supplied as part of an authorised OEM or white label agreement.

12.4. The Customer shall pass on to the end-user or purchaser the warranty terms provided by the Company in accordance with Clause 8, without modification or misrepresentation.

12.5. The Customer shall not make any representation or give any warranty on behalf of the Company beyond those expressly provided in writing by the Company.

12.6. The Customer shall comply with all applicable laws and regulations governing resale and/or export of the Goods, including any restrictions on destination, end-user or end use imposed by UK law or international regulations.

13.  LIMITATION OF LIABILITY

13.1. Nothing in these Terms shall limit or exclude the Company’s liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation or any other liability which cannot be limited or excluded by applicable law.

13.2. Subject to clause 13.1, the Company shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise for:

13.2.1. Any loss of profits, sales, business or revenue;

13.2.2. Loss of anticipated savings;

13.2.3. Loss or damage to goodwill or reputation;

13.2.4. Loss or corruption of data software; or

13.2.5. Any indirect or consequential loss or damage, arising under or in connection with the Contract.

13.3. Subject to clause 13.1, the Company’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total price paid by the Customer under the Contract in the 12 months preceding the date the claim arose.

13.4. The Customer acknowledges that the limitations and exclusions of liability in this clause are reasonable and reflect the commercial arrangements between the parties.

14.  DATA PROTECTION

14.1. Each party shall comply with its respective obligations under all applicable data protection laws and regulations, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018 (together, the “Data Protection Laws”).

14.2. To the extend that the Company processes any personal data on behalf of the Customer in connection with the Contract, the Company shall:

14.2.1. Only process such personal data for the purpose of performing its obligations under the Contract and in accordance with the Customer’s written instructions from time to time;

14.2.2. Only process such personal data for the purpose of performing its obligations under the Contract and in accordance with the Customer’s written instructions from time to time;

14.2.3. Ensure that any personnel who have access to such personal data are subject to appropriate confidentiality obligations;

14.2.4. Not transfer the personal data outside the UK without the Customer’s prior written consent, unless such transfer complied with Data Protection Laws;

14.2.5. Provide the Customer with such assistance as is reasonably required to enable the Customer to comply with its obligations under the Data Protection Laws, including in relation to data subject rights, data breach notifications and data protection impact assessments;

14.2.6. Notify the Customer without undue delay on becoming aware of personal data breach;

14.2.7. At the Customer’s request, delete or return all personal data at the end of the Contract, unless retention is required by law.

14.3. The Customer confirms that it has all necessary consents or other lawful bases for providing the Company with personal data in connection with the Contract.

15.  TERMINATION

15.1. Either party may terminate the Contract immediately by written notice if the other party:

15.1.1. Commits a material breach of the Contract and, if such breach is remediable, fails to remedy it within fourteen (14) Calendar Days of written notice requiring it to do so;

15.1.2. Becomes insolvent, enters liquidation or administration, or ceases or threatens to cease carrying on business; or

15.1.3. Is otherwise unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986.

15.2. The Customer may not cancel or terminate an order for a Custom Build once it has been confirmed in writing, as such orders are bespoke and built to the Customer’s specifications. The Company shall not be liable for any refund or compensation in such cases.

15.3. Orders for components may be cancelled before dispatch, subject to written confirmation by the Company. If the Goods have already been dispatched, any cancellation will be treated as a return in accordance with Clause 10 and may be subject to a restoking fee.

15.4. Where the Customer has subscribed to a tailored software or service package, the Contract shall continue for any agreed minimum terms as stated in the relevant quote or agreement. Early termination by the Customer prior to expiry of such minimum term shall entitle the Company to recover the balance of fees due for the remainder of the term.

15.5. Termination shall not affect either party’s accrued rights, remedies, obligations, or liabilities as at the date of termination.

15.6. Clauses which expressly or by implication survive termination shall continue in full force and effect.

16.  FORCE MAJEURE

16.1. Neither party shall be liable for any delay or failure to perform its obligations under the Contract due to events beyond its reasonable control, including but not limited to natural disasters, war, terrorism, government action, labour disputes, or failures of suppliers or utilities. If such delay continues for more than 60 Calendar Days, either party may terminate the Contract by written notice.

17.  ENTIRE AGREEMENT

17.1. This Contract constitutes the entire agreement between parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.

17.2. Each party acknowledges that it has not relied on, and shall have no remedy in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not expressly set out in the Contract.

17.3. The Company shall not be liable for any delay or failure to perform its obligations under the Contract due to any cause beyond its reasonable control, including not limited to acts of God, adverse weather, epidemic or pandemic, explosion, flood, fire, accident, war, terrorism, embargo, strike or breakdown of plant or machinery. In such circumstances, the Company shall notify the Customer as soon as reasonably practicable and shall be entitled to a reasonable extension of time to perform its obligations.

18.  ASSIGNMENT AND SUBSONTRACTING

18.1. The Company may assign, transfer or subcontract any of its rights or obligations under the Contract without the Customer’s prior written consent.

19.  NOTICES

19.1. Any notice or communication given under or in connection with the Contract must be in writing and sent to the address or email set out in the Order or to such other address as either party may notify in writing. Notices shall be deemed received:

19.1.1. When sent by first-class post: at 9am on the second Business Day after posting.

19.2. Service by email is not accepted.

20.  SEVERANCE

20.1. If any provision of the Contract is found to be invalid, illegal or unenforceable, the remainder of the Contract shall remain in full force and effect.

21.  WAIVER

21.1. No failure or delay by a party to exercise any right or remedy under the Contract shall constitute a waiver of that or any other right or remedy.

22.  THIRD PARTY RIGHTS

22.1. A person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

23.  GOVERNING LAW AND JURISDICTION

23.1. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by and construed in accordance with the laws of England and Wales. The parties agree that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.

23.2. If a dispute arises out of or in connection with this Contract, the parties shall first attempt in good faith to resolve it by mediation before resorting to litigation. The commencement of mediation shall not prevent parties from commencing or continuing court proceedings in relation to the dispute.

24.  GOVERNING LANGUAGE

These terms and the Contract are drafted in the English language. If they are translated into any other language, the English language version shall prevail in the event of any conflict or inconsistency.

25. CONTACT INFORMATION

If you have any questions regarding these T&Cs, please contact us:

Email: regulatory@cirqit.co.uk
Address: 68 Dove Walk, Uttoxeter, Staffordshire, ST14 8EH
Phone: 01332 913912