Master Services and Supply Agreement

Haptic Networks Ltd - Master Services and Supply Agreement

Last Updated: 26/08/2026

By accepting a quote, proposal, or Statement of Work that references or links to this page, the Purchaser agrees to be legally bound by the following Conditions.

1. Definitions

 

1.1 ‘Company’ means Haptic Networks Ltd.

1.2 ‘Conditions’ means the terms and conditions set out on this webpage and any special terms agreed in writing by the Company.

1.3 ‘Goods’ means the hardware, equipment, or physical articles the Purchaser agrees to buy.

1.4 ‘Services’ means any professional services, support, or managed services provided by the Company.

1.5 ‘Software’ means any licencing, subscriptions, or digital applications supplied.

1.6 ‘Purchaser’ means the person, firm, company, public authority, educational establishment, charity or other organisation purchasing the Goods, Software or Services wholly or mainly for purposes relating to its trade, business, craft or profession who buys or agrees to buy the Goods, Software, or Services from the Company.

1.7 ‘Price’ means the cost for the Goods, Software, or Services excluding carriage, packing, insurance, and VAT.

1.8 These Conditions apply only to business-to-business transactions. The Company does not supply Goods, Software or Services to consumers under these Conditions.

2. Application of Conditions

 

2.1 These Conditions apply to all contracts for the sale of Goods, Software, and Services by the Company to the Purchaser to the absolute exclusion of all other terms and conditions, including any terms the Purchaser may purport to apply under any purchase order, confirmation, or similar document.

2.2 A quotation issued by the Company does not constitute an offer capable of acceptance. A Purchase Order or other instruction to proceed constitutes an offer by the Purchaser to purchase the relevant Goods, Software and/or Services subject to these Conditions. No contract shall arise until the Company accepts that order in writing, commences performance, places a corresponding order with a supplier/vendor, or otherwise confirms acceptance.

2.3 Any variation to these Conditions shall be inapplicable unless specifically agreed in writing by a Director of the Company.

 

3. Quotes, Pricing, and Payment

 

3.1 Quotations for Goods are valid strictly on the day of issue only, due to the volatility of technology supply chains. Pricing provided for Professional Services is valid for 7 days from the date of the proposal unless otherwise stated.

3.2 The Company reserves the right, by giving notice to the Purchaser at any time before delivery, to increase the Price to reflect any cost increases beyond the Company’s control, including increases in manufacturer, vendor or distributor pricing; exchange-rate movements; import duties, tariffs or taxes; shipping or insurance costs; changes in law; and pricing errors or changes imposed by third-party suppliers.

3.3 All prices are exclusive of VAT, which shall be charged at the prevailing rate.

3.4 Payment is due strictly within 30 days of the date of the invoice. Goods and Services may be invoiced upon supply/delivery, which may result in multiple invoices against a single purchase order. Time for payment shall be of the essence.

3.5 The Company reserves the right to claim interest, fixed compensation and reasonable debt recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998 on any payments not received within 30 days of the date of the invoice.

3.6 If the Purchaser fails to make payment on the due date, the Company may suspend or cancel deliveries or services without prejudice to its other rights.

3.7 All sums payable by the Purchaser shall be paid in full without set-off, counterclaim, deduction or withholding except as required by law.

 

4. Delivery and Risk

 

4.1 Delivery dates are provided as estimates only.

4.2 Delivery of Goods shall be made to the Purchaser’s specified address. The risk in the Goods shall pass to the Purchaser upon delivery.

 

5. Acceptance, Inspection, and Returns

 

5.1 The Purchaser must inspect the Goods immediately upon delivery. If packaging arrives visibly damaged or there is an incorrect quantity, the Purchaser must sign for the goods as "damaged" or "missing" with the courier.

5.2 Any discrepancies, shortages, or visible transit damage must be reported to the Company in writing within 24 hours of delivery.

5.3 Return requests for non-faulty Goods must be made within 5 days of receipt. Goods must be unopened and in their original, pristine shipping condition. Acceptance of non-faulty returns is at the absolute discretion of the Company and is subject to a strict 25% restocking fee. If no written rejection or return request is received within 5 days of delivery, the Goods or Services are legally deemed accepted by the Purchaser.

5.4 No Goods will be accepted for return without a valid Returns Merchandise Authorisation (RMA) number issued by the Company.

5.5 Orders for Configured-to-Order (CTO), customised, or bespoke products (including but not limited to TrueNAS, QNAP, server builds, and configured mobile devices) are strictly non-cancellable and non-returnable.

 

6. Warranties and Vendor Pass-Through

 

6.1 As a Value-Added Reseller (VAR), the Company is not the manufacturer of the Goods or Software. The Company offers no independent warranty regarding the Goods.

6.2 The Company shall use reasonable endeavours to pass on to the Purchaser the benefit of any warranty or guarantee given by the manufacturer or vendor.

6.3 For Goods that develop latent defects, the Purchaser must rely on the manufacturer's warranty processes.

6.4 The Company shall under no circumstances be liable for any loss or damage arising from Goods or Software being used by the purchaser.

 

7. Software Licensing and Service Renewals

 

7.1 Software licences and subscriptions are subject to the respective vendor’s End User Licence Agreement (EULA). Licences are generally non-transferable and non-refundable.

7.2 Renewal Notice: For all recurring Software subscriptions and Managed Services, the Purchaser must provide written notice of their intention to terminate or alter the service a strictly defined minimum of 90 days prior to the expiration date of the current term. This window is mandatory to ensure the Company can meet the cancellation notice periods enforced by upstream vendors.

7.3 Auto-Renewal: If written notice of termination is not received within this minimum 90-day window, the Software subscription or Service will automatically renew for a further minimum contract term of 12 months.

 

8. Professional Services and Site Prerequisites

 

8.1 All work will be performed during standard business hours; Monday – Friday 09:00 – 17:00, excluding UK public holidays, unless otherwise stated.

8.2 Unless specified, Statements of Works do not include any electrical, network, or external communications infrastructure cabling specification or installation. All such cabling and associated sockets should be in their correct location, in good working order and tested by the Purchaser prior to the equipment installation date.

8.3 An adequate area must be set aside for the engineer to complete their work.

8.4 All agreed equipment locations will be final, and adequate power sockets must be available.

8.5 Any existing equipment belonging to the Purchaser being utilised or connected up must be fully operational and virus-free, and fully accessible to the engineer during the installation.

8.6 Under no circumstances will the equipment be released, or the Purchaser given access to the equipment, until the Company has finished any installation, including amendments or modifications of configuration and physical installation of hardware.

8.7 Delays on site caused by faulty equipment not supplied by the Company, services not being ready, or access restrictions may incur additional charges.

8.8 Client Data Backups: The Purchaser is solely responsible for ensuring complete, verified, and tested backups of all their data and systems prior to the Company’s engineers commencing any work. The Company accepts no liability for data loss or corruption during service delivery.

 

9. Resource Allocation and Out of Scope Works

 

9.1 Unless otherwise stated, all resource allocations are indicative and the actual resource utilised will not impact the stated price. Where works are quoted on a per hour/day basis, this is provided to give guidance on expected maximum duration. Should works be completed in less than this time scale, no refund, credit, or future resource time shall be granted.

9.2 No additional work will be undertaken if not included on the Statement of Works. An Out of Scope Document may be drawn up by the Company to cover such work but it must be agreed and authorised in writing by the Purchaser before such additional work can be carried out.

 

10. Service Cancellation and Postponement

 

10.1 Once a Purchase Order has been received for Services, the Purchaser will be liable for the following cancellation and postponement charges, which are agreed to represent a genuine pre-estimate of unrecoverable costs:

  • Less than 48 hours in advance: 100% of the service order value.
  • 5 days to 48 hours in advance: 75% of the service order value.
  • 10 days to 6 days in advance: 50% of the service order value.
  • 11 days to 14 days in advance: 25% of the service order value.
  • 14 days or more in advance: No Charge.

10.2 In the event of Purchaser cancellation, any charges already incurred by the Company i.e. hire equipment deposits, project specific hardware, will be itemised and recharged to the Purchaser.

 

11. Intellectual Property and Confidentiality

 

11.1 Proposals, Statements of Work, and designs provided by the Company contain material that belongs exclusively to the Company and are submitted on the basis that they must not be used in any way nor disclosed to any other party without prior written consent.

11.2 Nothing within these Conditions, nor within any quoted proposal or Statement of Work, is intended to grant any rights under any patent, copyright, or other intellectual property of the Company.

 

12. Retention of Title

 

12.1 Notwithstanding delivery and the passing of risk, full legal and equitable title to the Goods shall remain with the Company until it has received payment in full for the Goods and all other sums owed by the Purchaser.

12.2 Until title to the Goods has passed to the Purchaser, the Purchaser must maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery. The Company reserves the irrevocable right to enter any premises of the Purchaser or of any third party where the Goods are stored to recover them if payment is overdue.

 

13. Limitation of Liability

 

13.1 Nothing in these Conditions shall limit or exclude the Company's liability for death or personal injury caused by its negligence, fraud, or fraudulent misrepresentation.

13.2 Subject to Clause 13.1, the Company shall under no circumstances whatsoever be liable to the Purchaser for any loss of profit, revenue, anticipated savings, loss of data, data corruption, systems downtime, business interruption, or any indirect, special, or consequential loss.

13.3 Subject to Clause 13.1, the Company's total aggregate liability to the Purchaser in respect of all other losses arising under or in connection with the contract shall be strictly limited to the Price paid for the specific Goods, Software, or Services that gave rise to the claim.

13.4 The Company makes no representations or warranties with respect to the contents or use of its proposals or design documentation, and specifically disclaims any express or implied warranty of merchantability (satisfactory quality) or fitness for any particular process.

13.5 Cybersecurity Liability: The Company shall under no circumstances be held liable for any data breaches, ransomware incidents, or third-party cyber-attacks on the Purchaser's systems. The Company's liability is strictly limited to the direct provision of its own Services.

 

14. Data Protection

 

14.1 Both parties will comply with all applicable requirements of current Data Protection Legislation, including the UK GDPR and the Data Protection Act 2018. Where the Company processes any personal data on the Purchaser's behalf when performing its obligations under this agreement, the parties agree that such processing shall be strictly governed by the Company’s separate Data Processing Agreement (DPA).

 

15. Non-Solicitation

 

15.1 The Purchaser shall not, without the prior written consent of the Company, at any time from the date of the contract until the expiry of 12 months after the termination or completion of the contract, solicit or entice away from the Company, or employ or attempt to employ, any person who is, or has been, engaged as an employee, consultant, or subcontractor of the Company in the provision of the Services.

 

16. TUPE Exclusion

 

16.1 The parties agree that the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE) shall not apply to this agreement. The Purchaser agrees to indemnify the Company against all costs, claims, liabilities, and expenses arising out of or in connection with any claim that the employment of any person transfers to the Company under TUPE.

 

17. Force Majeure

 

17.1 The Company shall not be liable for any failure or delay in performing its obligations under these Conditions to the extent that such failure or delay is caused by an event beyond its reasonable control (including strikes, vendor supply chain failures, or acts of God).

 

18. Governing Law and Jurisdiction

 

18.1 This contract, and any dispute or claim arising out of it, shall be governed by and construed in accordance with the laws of England and Wales.

18.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim.