Terms & Conditions

Terms & Conditions

1. DEFINITIONS
1.1 Unless the context otherwise requires:
“We”, “us”, “GroundTech” and “GroundTech ” means:
The GroundTech (East Anglia) Limited (registered number 03529670)
“Additional Charges”: Means the charges which may be made by GroundTech in respect of the provision of Additional Services which will be calculated in accordance with GroundTech charging structure at its then prevailing rates;
“Additional Services”: Means any services, which are not included in the Services;
“Annual service”: Means the pre booked annual service of the equipment included within this agreement.
“Billing Period”: Means each period for which Charges are due as specified in this Agreement;
“Charges”: Means the payment due to GroundTech in respect of the supply of Services and Additional Services as specified in this Agreement;
“Confidential Information”: Means all information identified in writing as being confidential, which is obtained from the Customer by GroundTech , or from GroundTech by the Customer or is generated by GroundTech in connection with this Agreement;
“Consumables”: Means supplies, which are consumed in the operation of the Products including, but not limited to cutting blades, tee stems, tee cups, strike surfaces, range mat panels and general tees and any other item defined by the manufacturer as a consumable;
“Maintenance”: Means the carrying out of repairs, replacement of parts, or adjustment to the products to rectify a fault during Working Hours (remotely or by attendance on Site as determined by GroundTech ) following receipt of a request from the Customer;
“Products”: Means the equipment, accessories software or other products specified in this Agreement;
“Services”: Means installation and/or configuration of the Products following delivery, Maintenance and Support;
“Site”: Means the location where the Services are to be delivered as specified in this Agreement;
“Support”: Means advice by telephone, email or via the GroundTech web site or the equipment manufacturers website during Working Hours following receipt of a request from the Customer to diagnose faults in the software and advice to rectify such faults (remotely or by attendance on Site as determined by GroundTech );
“Working Hours”: Means Monday to Friday between 8am to 5.00pm, excluding Bank and Public Holidays.

2. MINIMUM TERM
2.1 This Agreement is contractually binding upon the Customer on its signature and will commence when it is accepted GroundTech . The Minimum Term will start on the first day of the month following the date the Customer signs this Agreement or the date of delivery of the Products if this is later. The Agreement will continue until the end of the Minimum Term and thereafter until terminated by either party upon prior written notice of three (3) months not to expire before the end of the Minimum Term.

3. SITE
3.1 The Customer shall at its cost prepare the Site and provide sufficient facilities to enable GroundTech to provide the Services. If requested by the Customer, GroundTech shall prepare or inspect the Site and such work will be charged to the Customer as an Additional Charge. The Customer is responsible for ensuring that the installation site is suitable with the Products and the Services.
3.2 The Customer shall give GroundTech access to the Site and to the Products

4. PAYMENT
4.1 The Service Charge and other fixed Charges for Services are payable in advance on the first day of the month of the relevant Billing Period starting on the first day of the Minimum Term. The Products may contain a diagnostic facility, which will provide GroundTech with information about the use of the Products including consumables consumption, faults and misuse.
4.3 The Customer shall pay GroundTech within thirty (30) days of the invoice date. All payments shall be made in full on the due dates for payment without any deduction, set-off or counter claim for damages or any other reason. This is an essential condition of this agreement. The Customer will pay all Charges and Additional Charges (if applicable) by direct debit unless otherwise agreed. If the Customer stops paying by direct debit and chooses to pay by some other method, GroundTech shall be entitled to increase the Charges and Additional Charges (if applicable) by 4% to cover GroundTech ‘s additional administration costs.
4.4 GroundTech may increase the Charges annually to take into account its increased costs of performing the Services. Any such increase will be made in line with the official RPI.
4.5 If the Customer wishes to dispute the Charges or Additional Charges related to the Services, written notice must be received by GroundTech within twenty (20) days of the date of the invoice.
4.6 Without prejudice to any other rights it may have, GroundTech reserves the right to charge interest on all overdue payments by no more than the amount permitted under late payment legislation, such interest payments to run from the due date of payment until payment in full is received (both before and after any judgment) and/or to suspend the provision of Services until payment in full, including any accrued interest, is received.
4.7 The Customer shall pay GroundTech ‘s legal costs on a full indemnity basis if the Customer is in breach of this Agreement and GroundTech has to enforce the terms of this Agreement or has to recover payment of any sums due hereunder.
4.8 In order to cover its administration costs GroundTech reserves the right to charge an administration fee of no more than £25 per Product, per change in the event the Customer requires an administrative change to its account details (including, but not limited to: billing address; Billing Period) and/ or in the event the Customer requires an invoice to be reissued.

5. MAINTENANCE AND SUPPORT
5.1 GroundTech will use its reasonable endeavours to respond to a request for Maintenance and Support received during Working Hours within a 48 hour working day period
5.2 Maintenance and Support does not include the correction of any fault:
(i) caused by the Customer’s failure to maintain the Product as detailed in the manufacturers recommended maintenance procedures and in accordance with the manufacturer’s or licensor’s written specifications including failure to maintain a constant power supply.
(ii) caused by the Customer’s neglect or misuse of Products including operating the products outside design specification or failure to operate them in accordance with the manufacturer’s or licensor’s instruction manuals;
(iii) caused by the alteration or modification of Products by any party other than GroundTech ;
(iv) caused by the relocation of Products both on Site or to another location by any party other than GroundTech ;
(v) caused by the use of defective or inappropriate Consumables or parts not supplied by GroundTech ;
(vi) caused by the failure of, or changes to, or connection and disconnection from any external power supply;
(vii) caused by failure or damage caused by, act of violence, fires, floods, explosions, power surge, or adverse environmental or other natural conditions;
(viii) where GroundTech reasonably considers that the Products cannot be economically repaired because parts are no longer available from the applicable manufacturer or the Products are of excessive age, wear or deterioration.
5.3 If the Product is not performing to the manufacturer’s specification, then following a request by the Customer, GroundTech will replace it with an identical model or one with similar features or capabilities provided that the Product was supplied by and has only been maintained by GroundTech . GroundTech will do this only if the fault has not arisen for the reasons stated in Clause 5.2 above and the Customer has carried out all its obligations under this Agreement.
5.4 If requested, GroundTech may provide the Customer with Additional Services for an Additional Charge including but not limited to:
(i) correction of any faults caused by the circumstances described in Clause 5.2 above;
(ii) Maintenance or Support provided outside Working Hours;
(iii) supply or renewal of Consumables if shown as included in the Agreement;
(iv) operator training unless shown in this Agreement as included in the Charges;
(v) the relocation of Products on or from the Site;
(vi) supply of upgrades, software patches or service packs, unless supplied free of charge by the manufacturer;
(vii) any requirement to carry out an annual or other test on the Products to satisfy statutory regulations or any repair necessitated as a result of a failure to satisfy such test.
5.5 The annual service includes all parts and labour as required and specified within the manufacturers recommended annual replacement parts schedule and the total cost is covered within the provisions of this agreement. Additional parts requiring replacement outside of the manufacturers schedule will be charged for accordingly.

6. The GroundTech (EAST ANGLIA) LTD’S WARRANTY
6.1 GroundTech can help the Customer to select Services based on the requirements specified by the Customer, but their assessment and selection remains the Customer’s sole responsibility.
6.2 GroundTech warrants that Services and Additional Services shall be performed with reasonable care and skill in accordance with the approved standard of the manufacturer.
6.3 EXCEPT AS SET OUT EXPRESSLY IN THIS AGREEMENT, GroundTech EXCLUDES, TO THE FULLEST EXTENT PERMISSIBLE IN LAW, ALL TERMS, CONDITIONS AND WARRANTIES (EXPRESS OR IMPLIED, STATUTORY, CUSTOMARY OR OTHERWISE).
7. CUSTOMER’S UNDERTAKINGS
7.1 The Customer undertakes to:
(i) keep the Products at the Site;
(ii) supply all assistance, documentation and other information necessary for GroundTech to diagnose or remedy any fault and to deliver the Services;

8. GroundTech ‘S LIABILITY
8.1 GroundTech does not exclude or limit its liability (if any) for:
(i) fraud;
(ii) death or personal injury resulting from GroundTech or GroundTech employees’ negligence; or
(iii) any matter which cannot be excluded by or limited in law.
8.2 Except as set out in clause 9.1 above, GroundTech ‘s liability arising out of any one event, whether in contract, tort (including but not limited to negligence) or otherwise, to the Customer in respect of:
(i) any and all loss of or damage to tangible property shall not exceed one million pounds sterling (£1,000,000), and
(ii) any other loss or damage that is not excluded in clause 8.3, shall be limited to
(i) the charges paid and/or invoiced and payable in the previous six months or
(ii) twenty-five thousand pounds, whichever is the higher.
8.3 Except as set out in clause 8.1 above, GroundTech shall not be liable to the Customer, whether in contract, tort (including but not limited to negligence) or otherwise for any of the following types of losses:
(i) loss of profits;
(ii) loss of revenue;
(iii) loss of or depletion to goodwill;

(iv) loss or damage suffered by the Customer as a result of an action brought against the customer by a third party; and/or
(v) any special, indirect or consequential loss; regardless of whether or not any such losses were foreseeable and/or GroundTech had been advised of the possibility of the Customer incurring such losses.
8.4 Except as set out in clause 8.1 above, GroundTech shall not be responsible for any failure or delay in performing its obligations to the extent that such failures or delays are caused by any: (i) inaccuracies or omissions in (a) specifications; or (b) information supplied or not supplied by the Customer; or (ii) acts or omissions of the Customer or a third party (other than GroundTech ‘s agents).
8.5 GroundTech has calculated the Charges and Additional Charges on the basis of the exclusions from and limitations of liability contained in this Agreement. The Customer expressly agrees these exclusions and limitations of liability are reasonable and are reflected in the Charges, which would be higher without these provisions.

9. INTELLECTUAL PROPERTY
9.1 GroundTech ‘s pre-existing proprietary rights shall remain with GroundTech and the Customer is not granted any rights in any intellectual property embodied in the Products, Services and Additional Services developed by GroundTech on behalf of the Customer, including but not limited to
(i) all patent, copyright, trade mark and other intellectual property rights therein; and
(ii) all methodologies, processes, techniques, ideas, concepts, trade secrets and know-how embodied in the Products, Services and Additional Services.

10. FORCE MAJEURE
10.1 GroundTech may, without liability, delay performance or cancel this Agreement on account of force majeure or other circumstances beyond its control including, but not limited to, acts of God, war, riot, fire, earthquake, explosion, flood, strike, lockout, injunction or telecommunications, electrical or source of supply failure, or the unavailability of services, personnel, products or materials.

11. CONFIDENTIALITY
11.1 Except as in relation to any assignee or subcontractor referred to in clause 13.2 below or any employee within the parties’ respective of companies (provided that each has advised employees, to whom Confidential Information of the other is disclosed, of this Agreement, pursuant to which such employees will be required to maintain the confidentiality of all Confidential Information), neither party shall, without the previous written consent of the other, use, publish or disclose to any person, nor cause nor permit any of its servants, agents or sub-contractors to use, publish or disclose any Confidential Information which it has received from the other, otherwise than for the performance of its duties under this Agreement, other than Confidential Information
(i) which becomes generally available in the public domain other than by its un-authorised disclosure by the receiving party; or
(ii) which has or may come into the possession of one party otherwise than in breach of a duty of confidence to the other party; or
(iii) which is already in the possession of a party with the right to disclose; or
(iv) which is required to be disclosed by law.
12. ASSIGNMENT AND SUBCONTRACTING
12.1 The Customer shall not, without GroundTech ‘s prior written consent, assign this Agreement to any other person in whole or in part.
12.2 GroundTech may assign this Agreement to any other person in whole or in part or subcontract the performance of any of its obligations under this Agreement. The subcontracting by GroundTech of any of its obligations under this Agreement in whole or in part shall not relieve GroundTech of its responsibility for the performance of its obligations to the Customer
13. TERMINATION
13.1 GroundTech may terminate this Agreement or any other Agreement between GroundTech and the Customer with immediate effect on written notice if any of the following happens;
(i) The Customer or any guarantor fails to make prompt payment of any Charges or to remedy any other breach of this Agreement within thirty (30) days of notice by GroundTech to the Customer.
(ii) The Products are lost, stolen or damaged and declared a total loss.
(iii) The Customer or any guarantor of this Agreement is unable to pay its debts as they fall due, or becomes bankrupt, or begins negotiations with its creditors, or goes into liquidation or administration, or has a receiver or administrative receiver appointed over all or any of its assets, or is dissolved.
(iv) A bailiff or other officer attaches, cedes, or impounds any of the Customer’s goods pursuant to a Court Order or in Scotland an attachment is levied or attempted against any of its assets.
(v) The Landlord of the premises where the Products are kept threatens to take any steps of distrain over the Products or in Scotland to exercise its right of hypothec over them or any of them.
(vi) GroundTech becomes aware that any information supplied by the Customer or any guarantor before entering into this Agreement was false in a material respect.
13.2 In the event of such termination, the Customer will immediately pay to GroundTech :
(i) all arrears of Charges and other sums due; plus
(ii) a sum equal to six months Charges for Services calculated by reference to the Charges for Services for which the Customer has been invoiced during the twelve months prior to the date of termination. The Customer acknowledges and agrees that this sum represents a genuine pre-estimate of GroundTech ‘s losses arising from such termination of this Agreement.
13.3 The Customer may terminate the provision of Services under this Agreement with immediate effect on written notice if GroundTech is in material breach of any term of this Agreement provided that it has notified GroundTech in writing of the breach and given GroundTech not less than thirty (30) days in which to correct the breach.
13.4 On termination of this Agreement howsoever arising, clauses 3.2, 4, 6, 7.3, 8.2, 9, 10, 12, 13.2, 14.3, and 15 will remain in effect.

14. GENERAL PROVISIONS
14.1 This Agreement sets forth the entire understanding between the parties and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the supply of Services and Additional Services. In particular the Customer acknowledges that it has not relied upon any statement, promise or representation made on behalf of GroundTech which is not set out in this Agreement. Any purchase order issued by the Customer shall be for its administrative purposes only and none of its terms and conditions shall be of any force or effect against GroundTech . No other agreements, representations or warranties, whether oral or written, shall be deemed to bind the parties with respect to this Agreement.
14.2 This Agreement may not be modified or amended except by mutual written agreement signed by authorized signatories of both parties.
14.3 Except as in relation to any assignee or subcontractor referred to in clause 13.2, the parties hereby agree that a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999.
14.4 If the Customer is two or more persons, the obligations will be binding on each person separately and all persons jointly.
14.5 If any clause or part of a clause of this Agreement is found to be unenforceable then that clause or part will, to the extent required, be severed and will not affect any other provisions of this Agreement which will remain in full force and effect.
14.6 The waiver of a breach or default by either party shall not be construed as a waiver of any succeeding breach of the same or other provisions; nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party.
14.7 Any notice to be served shall be in writing and served upon the recipient at its address set out in the Agreement by registered post.
14.8 Save as otherwise expressly provided all Charges and Additional Charges are expressed exclusive of value added tax (“VAT”) and any VAT arising in respect of any supply shall be paid to GroundTech by the Customer in addition to such charges.
14.9 Headings to clauses are for the purpose of information and identification only.
14.10 This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the courts of England