Contents

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1. Validity and acceptance of these terms and conditions

2. Definitions and interpretation

3. Supply of Goods and Services

4. Customer responsibilities

5. Fees and payment

6. Delivery, title and risk

7. Software and third-party products

8. Installation and services

8A. Technical support services

9. Confidentiality

10. Data protection and cybersecurity

11. Warranties and defects

12. Intellectual Property Rights

13. Limitation of liability

14. Cancellation and returns

15. Termination

16. Consequences of termination

17. Force majeure

18. Compliance, export controls and sanctions

19. Notices

20. General

 

 

 

1. Validity and acceptance of these terms and conditions

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1.1 Sytronix Limited is a private limited company incorporated and registered in England and Wales with company registration number 13650116 whose registered office is at M J Goldman Chartered Accountants, Albert Street, Oldham, England, OL8 3QL ("Sytronix").

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1.2 These terms and conditions ("Terms and Conditions"), together with any quotation, proposal, Order, Statement of Work, support schedule, SLA, invoice or related document issued or accepted by Sytronix, constitute a binding agreement ("Agreement") between Sytronix and the customer identified in the relevant Order ("Customer") for the supply of Goods and/or Services.

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1.3 These Terms and Conditions apply to the exclusion of any terms or conditions submitted, proposed or relied upon by the Customer, including any terms contained in purchase orders, procurement portals, acknowledgements or other customer documents, unless expressly agreed in writing by an authorised representative of Sytronix.

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1.4 Each Order submitted by the Customer shall be deemed to be an offer by the Customer to purchase Goods and/or Services on the terms of this Agreement. Sytronix may accept or reject any Order at its absolute discretion.

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1.5 No Order shall be binding on Sytronix unless and until accepted in writing by Sytronix or unless Sytronix otherwise commences performance of the relevant Order.

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1.6 The Customer acknowledges and agrees that, due to market volatility, supply chain disruption, manufacturer allocation issues and wider economic conditions, the price, availability, specification, lead times and description of Goods may change at short notice, including after acceptance of an Order.

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1.7 Sytronix accepts no liability where Goods or components:

• become unavailable;

• are discontinued;

• increase in cost;

• are delayed;

• become subject to manufacturer allocation;

• are affected by import/export restrictions;

• are delayed due to shipping, customs or logistics issues; or

• require substitution with equivalent or comparable alternatives.

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1.8 Where circumstances under clause 1.7 arise, Sytronix may propose revised specifications, substitute components, amended pricing or revised lead times where reasonably necessary. The Customer may accept the revised proposal or cancel the affected Order, subject always to any non-cancellable or custom-built Goods provisions in this Agreement.

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1.9 Unless expressly stated otherwise in writing, prices exclude delivery, installation, maintenance, support, cloud services, software licensing, project management, third-party costs, taxes, duties, customs charges, insurance and bank charges.

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1.10 The Customer is responsible for maintaining adequate insurance relating to hardware, systems, business continuity, cyber risks, data protection, premises, equipment, operational losses and any Goods supplied by Sytronix.

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1.11 Unless expressly agreed otherwise in writing, these Terms and Conditions are intended for business-to-business transactions. Nothing in this Agreement shall exclude or restrict any rights which cannot lawfully be excluded or restricted.

 

 

2. Definitions and interpretation

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2.1 In this Agreement, the following definitions apply:

 

Term Definition

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Applicable Laws

all applicable laws, statutes, regulations, rules and codes in force from time to time.

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Business Day

any day other than a Saturday, Sunday or public holiday in England.

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Business Hours

10:00am to 6:00pm UK time on a Business Day.

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Charges

the fees, charges, costs and expenses payable by the Customer to Sytronix for Goods and/or Services.

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Confidential Information

all technical, commercial, financial, operational, customer, supplier, pricing, security, system, configuration or business information disclosed by one party to the other, whether before or after the date of the Agreement.

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Customer

the person, company or legal entity purchasing Goods and/or Services from Sytronix.

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Documentation

technical manuals, specifications, operating instructions, configuration information and related materials supplied or made available by Sytronix or a manufacturer.

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Goods

hardware, servers, GPU systems, AI infrastructure, storage appliances, networking equipment, systems, components, equipment and related products supplied by Sytronix.

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Intellectual Property Rights

patents, rights to inventions, copyright, moral rights, trade marks, service marks, business names, domain names, rights in get-up, goodwill, database rights, design rights, software rights, know-how, trade secrets and all similar or equivalent rights anywhere in the world.

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Order

any order, request, purchase order, written instruction, accepted quotation or other request for Goods and/or Services submitted by the Customer and accepted by Sytronix.

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RMA

return merchandise authorisation or any equivalent written return authorisation issued by Sytronix.

 

Services

consultancy, installation, support, configuration, maintenance, managed services, troubleshooting, remote diagnostics and related services supplied by Sytronix.

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SLA

a service level agreement or support schedule expressly agreed in writing by Sytronix.

 

Statement of Work

a written statement of work, proposal or project document setting out agreed deliverables, scope, assumptions or Charges.

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VAT

Value added tax chargeable in the United Kingdom.

2.2 Clause and section headings shall not affect the interpretation of this Agreement.

2.3 References to "including", "include", "in particular", "for example" or similar expressions are illustrative only and shall not limit the words preceding them.

2.4 References to legislation include amendments, extensions, replacements and re-enactments of that legislation from time to time.

2.5 References to writing include email, unless expressly stated otherwise.

2.6 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

2.7 A reference to a party includes that party's permitted assigns and successors.

 

3. Supply of Goods and Services

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3.1 Sytronix shall supply Goods and Services in accordance with accepted Orders and these Terms and Conditions.

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3.2 Subject to payment of applicable Charges, Sytronix shall use reasonable endeavours to supply the Goods and perform the Services described in the relevant Order, quotation, Statement of Work, support schedule or SLA.

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3.3 Sytronix shall use reasonable skill and care and appropriately qualified personnel when supplying Services.

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3.4 Goods supplied by Sytronix shall materially conform to written specifications supplied by Sytronix and comply with applicable statutory requirements, subject always to manufacturer limitations, tolerances, substitutions, availability and exclusions.

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3.5 Any dates, timescales, delivery dates, installation dates or project milestones given by Sytronix are estimates only unless expressly agreed otherwise in writing. Time shall not be of the essence unless expressly stated in writing by Sytronix.

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3.6 Sytronix shall not be liable for delay or failure to perform caused by any Customer delay, omission, failure to provide access, failure to provide information, late payment, change request, third-party dependency or matter outside Sytronix's reasonable control.

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3.7 Where the Customer requests changes to an accepted Order, Sytronix may revise the Charges, specifications, delivery dates, project plan or scope of Services.

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3.8 Unless expressly agreed otherwise in writing, Sytronix is not responsible for the suitability of Goods for the Customer's particular business purpose, workload, application or environment.

 

4. Customer responsibilities

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4.1 The Customer shall provide all information, cooperation, access, assistance, approvals and materials reasonably required by Sytronix in order to supply the Goods and provide the Services.

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4.2 The Customer shall ensure that all information, requirements, specifications, configurations, drawings, instructions and assumptions provided to Sytronix are accurate, complete and up to date.

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4.3 The Customer is solely responsible for ensuring that the Goods meet its operational, technical, workload, compliance and business requirements.

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4.4 The Customer shall maintain suitable premises, infrastructure, rack space, cabling, power, cooling, ventilation, security, internet connectivity and environmental conditions for the Goods and Services.

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4.5 The Customer shall not:

• modify hardware configurations without authorisation;

• tamper with BIOS, firmware, operating systems or system settings contrary to Sytronix or manufacturer guidance;

• permit unauthorised repair or modification;

• use Goods contrary to Documentation or manufacturer guidance; or

• operate the Goods in unsuitable, unsafe or abnormal environments.

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4.6 Backup, disaster recovery and data protection responsibilities

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4.6.1 The Customer acknowledges and agrees that it is solely responsible for maintaining adequate and recoverable backups of all data, software, applications, operating systems, configurations, virtual machines, cloud environments, databases and digital information stored on or connected to any Goods or systems supplied, configured, maintained or supported by Sytronix.

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4.6.2 The Customer shall ensure that suitable backup, disaster recovery and business continuity procedures are implemented and maintained at all times in accordance with good industry practice and the Customer's operational requirements.

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4.6.3 Prior to any installation, maintenance, repair, diagnostic work, firmware update, software update, system reconfiguration, migration, remote support session or onsite engineering work, the Customer shall ensure that complete, current and recoverable backups of all relevant systems and data have been successfully created and verified.

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4.6.4 Unless expressly agreed otherwise in writing, Sytronix does not provide managed backup services, monitor backup integrity, verify backup recoverability or guarantee restoration or recovery of Customer data.

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4.6.5 Sytronix shall not be liable for loss of data, corruption of data, loss of software or configurations, restoration costs, business interruption, loss of access to systems or recovery expenses arising directly or indirectly from hardware failure, software failure, cyber incidents, ransomware, firmware updates, repairs, replacement of components, diagnostic procedures, remote access activities, support services or any other work carried out under this Agreement.

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4.6.6 The Customer acknowledges that certain repair, replacement, troubleshooting or recovery procedures may require reinstallation of software, replacement of storage media, firmware resets, deletion of configurations or wiping of systems or data, and Sytronix shall not be responsible for any resulting loss of data or configurations.

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4.6.7 Where the Customer requests assistance with backup, restoration, migration or disaster recovery activities, such services shall be provided on a reasonable endeavours basis only unless otherwise agreed in writing and shall be subject to additional Charges at Sytronix's prevailing rates.

 

5. Fees and payment

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5.1 The Customer shall pay all Charges in accordance with the relevant quotation, Order, Statement of Work, invoice or other written agreement issued or accepted by Sytronix.

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5.2 All invoices issued by Sytronix shall become immediately due and payable upon acceptance by the Customer of the relevant quotation, Order, proposal, Statement of Work or invoice, unless otherwise expressly agreed in writing by an authorised representative of Sytronix.

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5.2.1 Sytronix reserves the right to withhold delivery of Goods, delay installation, suspend Services, withhold licensing, configuration or deployment work and/or refuse commencement of any project or support activity until payment has been received in cleared funds.

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5.2.2 For the avoidance of doubt, acceptance of a quotation, issuance of a purchase order, written confirmation by email, payment of a deposit or instruction to proceed with work shall constitute acceptance by the Customer of the applicable Charges and these Terms and Conditions.

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5.2.3 Where Sytronix agrees to staged payments, credit terms or deferred invoicing, such arrangements must be expressly agreed in writing by an authorised representative of Sytronix.

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5.2.4 If any payment due under this Agreement is not paid immediately when due, Sytronix may, without liability and without prejudice to any other rights or remedies, suspend performance of the Services, suspend technical support, refuse warranty processing, withhold further deliveries, revoke agreed credit terms and/or terminate the Agreement.

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5.3 All Charges are exclusive of VAT unless expressly stated otherwise. The Customer shall pay VAT and any applicable taxes, duties, customs charges or similar levies in addition to the Charges.

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5.4 All Charges are payable in pounds sterling unless expressly agreed otherwise in writing.

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5.5 Sytronix may invoice separately for out-of-hours support, emergency engineering work, expedited services, third-party contractor costs, replacement components, onsite callouts, additional work, shipping, insurance and any other costs not expressly included in the relevant Order.

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5.6 Interest shall accrue on overdue undisputed amounts at 4% above the Bank of England base rate from time to time, or at 4% per year where the base rate is below 0%, accruing daily from the due date until payment.

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5.7 The Customer shall reimburse Sytronix for reasonable costs and expenses incurred in recovering overdue sums, including legal costs, debt collection costs, administrative costs and enforcement costs, to the extent permitted by law.

 

6. Delivery, title and risk

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6.1 Risk in Goods passes to the Customer upon delivery to the agreed location or, where the Customer collects the Goods, upon collection.

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6.2 Title to Goods shall not pass to the Customer until all sums owed to Sytronix by the Customer have been paid in full in cleared funds.

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6.3 Until title passes, the Customer shall store Goods separately, keep Goods identifiable as Sytronix property, maintain Goods in satisfactory condition, insure the Goods, and not pledge, charge, sell, dispose of or otherwise encumber the Goods.

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6.4 If payment is overdue, Sytronix may recover possession of Goods and may enter any premises where Goods are located for that purpose, subject to applicable law.

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6.5 The Customer shall be deemed to have accepted Goods unless it notifies Sytronix in writing of a valid rejection upon delivery for apparent defects.

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6.6 Sytronix shall not be liable for damage, loss or delay occurring in transit after risk has passed to the Customer.

 

7. Software and third-party products

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7.1 Third-party software and third-party products are supplied subject to the applicable third-party licence terms, warranty terms and support terms.

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7.2 Sytronix does not warrant third-party software and accepts no liability for defects, vulnerabilities, incompatibilities, licensing issues, end-of-life status, support withdrawal or functionality issues relating to third-party products or software.

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7.3 The Customer is responsible for software registration, licence compliance, renewals, subscriptions, updates, patching and cybersecurity configuration unless otherwise expressly agreed in writing.

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7.4 Sytronix shall not be liable for any interruption, failure, vulnerability, incompatibility or reduced functionality caused by third-party products, vendor changes, operating system updates, driver changes, licensing restrictions or cloud provider changes.

 

8. Installation and services

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8.1 Where agreed, Sytronix shall install or configure Goods at the location or environment agreed with the Customer.

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8.2 The Customer shall ensure that the installation site is safe, accessible, secure, properly prepared and suitable for the relevant Goods and Services.

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8.3 Sytronix may refuse, suspend or delay onsite Services where Sytronix reasonably considers that site conditions are unsafe, unsuitable, inaccessible, inadequately prepared or otherwise unsuitable for the performance of the Services.

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8.4 Services shall be deemed accepted upon written acceptance by the Customer, productive use by the Customer, or 5 Business Days after completion where no material defects are notified in writing.

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8.5 Any Customer delay, failure to provide access, failure to provide information, failure to obtain approvals, failure to prepare the site or failure to make payment shall entitle Sytronix to extend any affected timescales and charge additional costs reasonably incurred.

 

8A. Technical support services

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8A.1 Unless otherwise expressly agreed in writing, any technical support, troubleshooting, maintenance assistance or related support services provided by Sytronix shall be supplied on a reasonable endeavours basis only.

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8A.2 Standard support hours are Monday to Friday between 10:00am and 6:00pm UK time, excluding public holidays in England and Wales.

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8A.3 Sytronix shall use reasonable endeavours to respond to support requests within commercially reasonable timeframes having regard to severity of the issue, operational impact, staff availability, existing workloads and the support level purchased by the Customer.

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8A.4 Unless otherwise expressly agreed in writing, Sytronix does not guarantee response times, does not guarantee resolution times and does not provide support on a 24/7, continuous or uninterrupted basis.

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8A.5 Out-of-hours support may be refused at Sytronix's discretion and/or may incur additional charges at Sytronix's prevailing out-of-hours rates.

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8A.6 Enhanced support arrangements, service levels, dedicated response commitments, managed services or out-of-hours support shall only apply where expressly agreed in a separate support agreement, SLA, support schedule or managed services agreement signed or approved in writing by James Walsh or another authorised representative of Sytronix.

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8A.7 Sytronix shall not be liable for delays in support responses, downtime, operational disruption, productivity losses or business interruption arising outside standard support hours or outside the agreed scope of support.

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8A.8 The Customer acknowledges that effective support depends upon timely access to systems, accurate diagnostic information, suitable internet connectivity, compatible systems and software, proper backup procedures and appropriate cybersecurity controls.

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8A.9 Sytronix reserves the right to prioritise support requests based on operational urgency, severity, customer impact and available resources.

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8A.10 Remote access authorisation

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8A.10.1 The Customer acknowledges and agrees that Sytronix may require remote access to the Customer's systems, infrastructure, hardware, software, cloud environments or networks in order to provide technical support, perform diagnostics, carry out maintenance, investigate faults, install updates, configure systems or otherwise perform Services under this Agreement.

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8A.10.2 The Customer authorises Sytronix and its authorised personnel to access such systems remotely where reasonably necessary for the performance of the Services.

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8A.10.3 The Customer shall provide appropriate remote access credentials and permissions, ensure such access is lawful and authorised, maintain secure authentication procedures and promptly revoke or amend access where required.

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8A.10.4 Unless directly caused by Sytronix's proven negligence or wilful misconduct, Sytronix shall not be liable for interruptions to systems, temporary downtime, configuration changes, performance degradation, cybersecurity incidents or data loss arising from remote access activities carried out at the Customer's request or with the Customer's authorisation.

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8A.10.5 The Customer acknowledges that remote support and diagnostic work may involve temporary disruption to systems, reboots, configuration changes or temporary service unavailability.

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8A.11 Additional work and scope variation

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8A.11.1 Unless expressly stated otherwise in writing, the Services provided by Sytronix are limited to the scope expressly agreed in the relevant quotation, Order, Statement of Work, support agreement, SLA or managed services agreement.

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8A.11.2 Any work, assistance, troubleshooting, configuration, migration, consultancy, installation or support requested by the Customer which falls outside the agreed scope of Services may be refused by Sytronix and/or be subject to additional Charges at Sytronix's prevailing rates.

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8A.11.3 Without limitation, the following may constitute additional chargeable work unless expressly included within the agreed Services: third-party software troubleshooting, operating system reinstalls, cloud migrations, networking changes, data restoration, backup recovery, hardware relocation, infrastructure redesign, unsupported software configuration, emergency support requests, after-hours engineering work and onsite callouts.

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8A.11.4 Sytronix reserves the right to reasonably determine whether requested work falls within or outside the agreed scope of Services.

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8A.12 Staff conduct and acceptable behaviour

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8A.12.1 The Customer shall ensure that its employees, contractors, representatives and users behave in a professional and respectful manner towards Sytronix personnel at all times.

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8A.12.2 Sytronix reserves the right to refuse, suspend or terminate the provision of Services where any Customer representative engages in abusive, threatening, aggressive or discriminatory behaviour, harasses or intimidates Sytronix personnel, behaves in an unsafe or inappropriate manner, or creates an unreasonable working environment for Sytronix staff or contractors.

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8A.12.3 Where Services are suspended pursuant to this clause, the Customer shall remain liable for all Charges accrued up to the date of suspension and Sytronix shall not be liable for any resulting delay, downtime, disruption or operational loss.

 

9. Confidentiality

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9.1 Each party shall keep confidential all Confidential Information disclosed by the other party and shall not disclose such Confidential Information except as permitted by this Agreement.

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9.2 Confidential Information shall only be used for the purpose of performing or receiving the benefit of this Agreement.

9.3 A party may disclose Confidential Information to its employees, officers, contractors, advisers, insurers and professional representatives who need to know such information for the purposes of this Agreement, provided that such recipients are subject to appropriate duties of confidentiality.

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9.4 The obligations of confidentiality shall not apply to information which is publicly available, already lawfully known to the receiving party, independently developed without use of the Confidential Information, or required to be disclosed by law, regulation, court order or competent authority.

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9.5 This clause survives termination of the Agreement for 5 years, except in respect of trade secrets and highly sensitive technical or security information, which shall remain confidential for as long as such information remains confidential in nature.

 

10. Data protection and cybersecurity

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10.1 Each party shall comply with applicable data protection laws.

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10.2 Unless expressly agreed otherwise in writing, Sytronix acts solely as a supplier of Goods and technical services and the Customer remains responsible for data protection, cybersecurity, backups, disaster recovery and system security.

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10.3 The Customer remains the controller of all Customer data and is responsible for determining the purposes and means of processing such data.

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10.4 Where Sytronix processes personal data on behalf of the Customer as a processor, the parties shall enter into an appropriate data processing agreement where required by Applicable Laws.

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10.5 Sytronix shall not be liable for ransomware, malware, cyberattacks, unauthorised access, data corruption, loss of data, compromised credentials, insecure customer configurations or third-party security incidents except to the extent directly caused by Sytronix's proven negligence or wilful misconduct.

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10.6 The Customer is responsible for maintaining appropriate cybersecurity measures, including access controls, patching, secure passwords, multi-factor authentication, network security, monitoring, endpoint protection and incident response procedures unless expressly agreed otherwise in writing.

 

11. Warranties and defects

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11.1 Sytronix warrants that the Services shall be provided using reasonable skill, care and diligence and by appropriately qualified personnel.

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11.2 The Customer acknowledges and agrees that hardware performance, stability and lifespan may vary depending on operating environment, configuration, workload, third-party software, electrical infrastructure and environmental conditions. Certain Goods, including but not limited to servers, GPU systems, AI infrastructure, storage appliances and high-performance computing equipment, require specialist environmental conditions and cooling systems in order to operate safely and effectively. The Customer is solely responsible for ensuring that all Goods are stored, installed, operated and maintained in appropriate environmental conditions at all times.

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11.3 The Customer shall ensure that adequate cooling, ventilation and airflow are maintained; manufacturer-recommended operating temperatures and humidity levels are observed; Goods are protected from dust, moisture, contaminants, vibration and environmental hazards; electrical supplies are stable, properly rated and protected against power surges, outages and fluctuations; and any rack infrastructure, cabinets, cooling systems and power distribution units are suitable for the relevant Goods and maintained in accordance with good industry practice.

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11.4 Sytronix shall have no liability whatsoever for any defect, failure, degradation, damage or reduced performance arising wholly or partly from misuse or improper operation, inadequate cooling or ventilation, overheating, unsuitable environmental or storage conditions, exposure to excessive heat, humidity, dust or contaminants, unstable or inadequate power supply, improper installation by any person other than Sytronix, failure to follow Documentation or manufacturer guidance, unauthorised modification or repair, integration with incompatible third-party products or software, customer specifications or instructions, fair wear and tear, negligence, wilful damage or abnormal operating conditions.

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11.5 Where Goods are suspected to have failed due to environmental conditions, power instability, cooling deficiencies or customer misuse, Sytronix reserves the right to inspect the installation environment, require diagnostic information, refuse warranty service pending investigation and/or charge the Customer for inspection, repair, replacement, labour, shipping and associated costs where the defect is not covered by warranty.

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11.6 Except where expressly agreed otherwise in writing, Sytronix does not warrant that operation of the Goods shall be uninterrupted, error-free or suitable for any particular workload, performance target or business purpose.

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11.7 Where Goods are proven to be defective and covered by warranty, Sytronix may, at its sole discretion, repair the Goods, replace the Goods with equivalent or comparable Goods, or refund the price paid for the affected Goods. This shall constitute the Customer's sole and exclusive remedy in respect of defective Goods.

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11.8 AI, GPU and high-performance workload disclaimer

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11.8.1 The Customer acknowledges that Goods supplied by Sytronix may be used for artificial intelligence workloads, machine learning, high-performance computing, GPU rendering, data processing, scientific computing or other intensive computational tasks which place sustained load on hardware components.

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11.8.2 Unless expressly agreed otherwise in writing, Sytronix does not warrant or guarantee any specific AI model performance, training speed, inference speed, benchmark result, computational output, compatibility with third-party AI frameworks, uptime, workload capacity or performance under sustained high-utilisation workloads.

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11.8.3 The Customer acknowledges that sustained high GPU, CPU, storage or memory utilisation may affect hardware lifespan and thermal performance; certain workloads may generate significant heat, power consumption and operational stress; and hardware performance may vary depending on software optimisation, drivers, operating systems, cooling systems, rack configuration and environmental conditions.

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11.8.4 The Customer is solely responsible for monitoring temperatures, utilisation and environmental conditions, ensuring adequate cooling and airflow, monitoring power consumption, and implementing suitable workload management and failover procedures.

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11.8.5 Sytronix shall not be liable for reduced hardware lifespan arising from intensive computational workloads, overheating caused by sustained utilisation, workload instability, software incompatibilities, model failures, interrupted training runs or loss of computational output or processing time.

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11.9 Performance and benchmark disclaimer

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11.9.1 Any performance figures, specifications, estimates, benchmarks, projections or testing data provided by Sytronix are provided for general guidance purposes only unless expressly stated otherwise in writing.

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11.9.2 Actual performance may vary depending on workload type, software configuration, drivers, operating systems, thermal conditions, rack configuration, power availability, network conditions, third-party software and environmental factors.

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11.9.3 Benchmark results published by manufacturers, third parties or Sytronix shall not constitute a contractual guarantee of performance.

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11.9.4 Sytronix shall not be liable for any failure of the Goods to achieve anticipated benchmark scores, projected AI processing speeds, expected throughput, anticipated rendering performance or expected computational capacity unless expressly guaranteed in writing by an authorised representative of Sytronix.

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11.10 RMA, warranty and returns procedure

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11.10.1 Where the Customer believes that any Goods are defective or subject to a valid warranty claim, the Customer shall notify Sytronix promptly in writing, provide a detailed description of the fault, provide any reasonably requested diagnostic information, logs, photographs or test results, and cooperate fully with Sytronix's troubleshooting and diagnostic procedures.

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11.10.2 Sytronix reserves the right to require the Customer to complete reasonable remote diagnostic, troubleshooting or testing procedures prior to authorising any repair, replacement or return.

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11.10.3 No Goods may be returned to Sytronix without prior written authorisation from Sytronix, including the issue of a valid return merchandise authorisation ("RMA") reference where applicable.

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11.10.4 The Customer shall ensure that any returned Goods are securely packaged, appropriately protected during transit, returned with all requested accessories or components, and clearly labelled with the applicable RMA reference.

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11.10.5 Unless otherwise agreed in writing, the Customer shall be responsible for all shipping, insurance and transportation costs associated with returning Goods to Sytronix, and Sytronix shall only reimburse such costs where a warranty defect is confirmed by Sytronix.

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11.10.6 Sytronix reserves the right to reject or return any Goods received without an authorised RMA reference, with inadequate packaging, with physical damage caused during transit, with evidence of misuse, modification or improper handling, or where the reported defect cannot reasonably be reproduced.

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11.10.7 Where Goods returned by the Customer are found not to be defective, to be operating within normal specifications or to fall outside warranty coverage, Sytronix reserves the right to charge the Customer for inspection time, diagnostic work, labour, shipping, handling and any associated administrative or engineering costs.

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11.10.8 Warranty services may involve replacement with refurbished or equivalent components, reinstallation of software or firmware, factory resets, replacement of storage media or deletion of data and configurations. The Customer remains solely responsible for maintaining recoverable backups at all times.

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11.10.9 Any replacement Goods or components supplied under warranty may be new, refurbished, repaired or functionally equivalent replacements at Sytronix's reasonable discretion.

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11.10.10 Sytronix shall not be liable for delays in warranty processing, repairs or replacements caused by manufacturer delays, component shortages, supply chain disruption, shipping delays, customs delays or third-party supplier availability.

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11.10.11 Any warranty provided by Sytronix is non-transferable unless expressly agreed otherwise in writing.

Sytronix provides a three-year warranty on all new Goods and components from the date of delivery; unless expressly stated or agreed otherwise in writing, any Goods requiring warranty inspection, repair or replacement must be returned to Sytronix’s headquarters and where Sytronix agrees to attend the Customer’s site for warranty-related inspection or repair, Sytronix may charge a call-out fee to cover travel, labour and staff time.

 

12. Intellectual Property Rights

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12.1 All Intellectual Property Rights in the Goods, Documentation, software, configurations, designs, know-how, scripts, procedures, templates, tooling, deliverables and materials supplied or created by Sytronix remain vested in Sytronix or its licensors unless expressly agreed otherwise in writing.

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12.2 Subject to payment of all Charges, the Customer receives a non-exclusive, non-transferable licence to use Documentation and any supplied materials internally for its business purposes in connection with the Goods and Services.

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12.3 The Customer shall not copy, reverse engineer, decompile, modify, distribute, resell, sublicense or exploit any Sytronix Intellectual Property Rights except as expressly permitted in writing.

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12.4 The Customer shall promptly notify Sytronix of any suspected infringement or unauthorised use of Sytronix's Intellectual Property Rights.

 

13. Limitation of liability

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13.1 Nothing in this Agreement shall limit or exclude liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation or any liability which cannot lawfully be limited or excluded.

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13.2 Subject to clause 13.1, Sytronix shall not be liable for indirect, special or consequential losses, loss of profits, loss of revenue, loss of business, loss of contracts, loss of goodwill, loss of anticipated savings, reputational loss, business interruption, loss of data, corruption of data, loss of AI training time, loss of computational output, downtime, loss of production, loss of operation time or third-party claims.

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13.3 Subject to clause 13.1, Sytronix's total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort including negligence, breach of statutory duty or otherwise, shall not exceed the Charges paid by the Customer in the 12 months preceding the date on which the relevant claim first arose, or the value of the affected Order, whichever is lower.

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13.4 Nothing in this Agreement shall limit the Customer's obligation to pay Charges properly due under this Agreement.

13.5 The Customer acknowledges that the limitations and exclusions in this Agreement are commercially reasonable having regard to the nature of the Goods and Services, the Charges and the availability of insurance.

 

14. Cancellation and returns

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14.1 Custom-built, bespoke, made-to-order or specially configured Goods, including but not limited to custom servers, GPU systems, AI infrastructure, storage appliances, networking equipment and integrated solutions assembled or configured to the Customer's specifications, are non-cancellable and non-refundable once an Order has been accepted by Sytronix and the customer.

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14.2 The Customer acknowledges that such Goods are specifically sourced, assembled, configured, tested and allocated for the Customer's requirements and may include non-returnable components, manufacturer allocations, customised firmware, specialist configurations or third-party licensing which cannot reasonably be resold or repurposed by Sytronix.

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14.3 No refunds, cancellations or credits shall be provided for custom-built, bespoke, made-to-order or specially configured Goods except where required by applicable law or expressly agreed in writing by an authorised representative of Sytronix.

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14.4 Returns of non-defective Goods require prior written approval from Sytronix and may be subject to restocking charges of up to 50%, together with shipping, handling, inspection and administrative costs.

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14.5 Returned Goods must be returned in original condition and packaging unless otherwise agreed in writing. Sytronix may reject returns that are incomplete, damaged, modified, used, incorrectly packaged or otherwise unsuitable for resale.

 

15. Termination

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15.1 Either party may terminate this Agreement with immediate effect by giving written notice to the other party if the other party commits a material breach and, where such breach is capable of remedy, fails to remedy that breach within 30 days after receiving written notice requiring it to do so.

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15.2 Either party may terminate this Agreement with immediate effect if the other party becomes insolvent, enters administration, liquidation or receivership, makes an arrangement with creditors, ceases or threatens to cease trading, or suffers an equivalent event.

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15.3 Sytronix may terminate this Agreement or any affected Order with immediate effect if the Customer fails to pay any amount due when due, repeatedly breaches this Agreement, fails to cooperate, fails to provide access or creates an unreasonable operational, legal, financial, safety or security risk.

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

 

16. Consequences of termination

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16.1 Upon termination, all unpaid invoices and Charges incurred up to the date of termination shall become immediately due and payable.

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16.2 Where Goods or Services have been supplied but not yet invoiced, Sytronix may issue an invoice and such invoice shall be immediately due and payable.

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16.3 Upon termination, the Customer shall return or destroy Sytronix Confidential Information and cease using any Sytronix materials, Documentation or licences except to the extent expressly permitted in writing.

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16.4 Any provision intended to survive termination shall continue in full force and effect, including provisions relating to payment, confidentiality, intellectual property, liability, data protection, warranties, governing law and jurisdiction.

 

17. Force majeure

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17.1 Neither party shall be in breach of this Agreement or liable for any delay or failure in performing its obligations where such delay or failure results from events, circumstances or causes beyond its reasonable control.

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17.2 Force majeure events include supply chain disruption, semiconductor shortages, manufacturer allocation, component shortages, supplier failure, transportation failures, shipping delays, customs delays, labour shortages, cyber incidents, acts of government, import/export restrictions, regulatory changes, war, terrorism, civil unrest, pandemics, epidemics, fire, flood, natural disasters, industrial disputes, power failures and telecommunications failures.

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17.3 The time for performance of affected obligations shall be extended for the duration of the relevant event and any reasonable recovery period.

 

18. Compliance, export controls and sanctions

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18.1 Each party shall comply with Applicable Laws, including anti-bribery laws, anti-corruption laws, sanctions laws, export control laws, modern slavery legislation and applicable technology transfer restrictions.

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18.2 The Customer shall not export, re-export, transfer, resell, supply or otherwise make available any Goods, software, technology or services supplied by Sytronix in breach of applicable export controls, sanctions laws or restrictions imposed by manufacturers or competent authorities.

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18.3 The Customer warrants that it is not subject to sanctions and shall not use the Goods or Services for unlawful purposes, prohibited end uses or in prohibited jurisdictions.

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18.4 Sytronix may refuse, suspend or terminate supply where it reasonably believes that performance may breach Applicable Laws, export controls, sanctions restrictions, manufacturer restrictions or Sytronix's compliance policies.

 

19. Notices

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19.1 Any notice given under this Agreement shall be in writing and sent by email, hand delivery, pre-paid first-class post or other next working day delivery service to the relevant party's registered office or last notified address.

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19.2 Notices to Sytronix by email shall be sent to james@sytronix.co.uk or such other email address as Sytronix may notify in writing.

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19.3 Notices sent by email shall be deemed received at the time of transmission, provided that no delivery failure notice is received. Notices delivered by hand shall be deemed received when delivered. Notices sent by pre-paid first-class post or next working day delivery service shall be deemed received at 9:00am on the second Business Day after posting.

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19.4 This notices clause does not apply to the service of proceedings or other documents in legal action or formal dispute resolution proceedings.

 

20. General

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20.1 No partnership, joint venture, employment relationship or agency relationship is created by this Agreement.

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20.2 No variation of this Agreement shall be effective unless agreed in writing by an authorised representative of Sytronix.

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20.3 A waiver of any right or remedy shall only be effective if given in writing and shall not constitute a waiver of any subsequent right or remedy.

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20.4 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the remaining provisions.

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20.5 This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions, negotiations, representations, warranties, promises, assurances and agreements relating to its subject matter.

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20.6 The Customer may not assign, transfer, charge, subcontract or otherwise deal with its rights or obligations under this Agreement without Sytronix's prior written consent.

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20.7 Sytronix may assign, transfer, subcontract, delegate or otherwise deal with any of its rights or obligations under this Agreement at its discretion.

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20.8 Except where expressly stated otherwise, this Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999.

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20.9 This Agreement and any dispute or claim arising out of or in connection with it, including non-contractual disputes or claims, shall be governed by and construed in accordance with the laws of England and Wales.

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20.10 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement, including non-contractual disputes or claims.

 

 

 

Optional acknowledgement and signature

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This page may be used where the parties wish to sign the Terms and Conditions directly. The Terms and Conditions may also be accepted by quotation acceptance, purchase order, email confirmation, payment, instruction to proceed or other conduct consistent with acceptance, as set out in this Agreement.

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