General Terms and Conditions - AOIT Networks Ltd

AOIT Networks Ltd – General Terms and Conditions

Effective Date: January 2026
Version: 1.0

1. Introduction and Application

1.1 About These Terms

These General Terms and Conditions (“Terms”) apply to all products, services, and support provided by AOIT Networks Ltd (“AOIT”, “we”, “us”, or “our”) to customers, partners, and users (“Customer”, “you”, or “your”), except where superseded by more specific agreements as described in Section 1.3.

1.2 Acceptance of Terms

By purchasing products or services from AOIT, engaging AOIT’s services, or accepting delivery of goods or services, you agree to be bound by these Terms. If you do not agree to these Terms, do not purchase products or services from AOIT.

1.3 Relationship to Other Agreements

Hierarchy of Terms:

These Terms establish the baseline terms and conditions for all AOIT services. In the event of conflict, the following order of precedence applies (highest to lowest):

Statement of Work (SOW) – Specific terms for defined projects
Master Services Agreement (MSA) – Terms for ongoing managed services contracts
Third-Party Terms and Conditions – As described in Section 1.4 below
These General Terms and Conditions – Default terms for all other situations

Application:

If you have a signed MSA with AOIT, the MSA governs your ongoing managed services relationship
If you have a signed SOW with AOIT, the SOW governs that specific project
For ad-hoc purchases, one-time services, or services not covered by MSA/SOW, these Terms apply
For third-party products and services, third-party T&Cs apply as described in Section 1.4

1.4 Third-Party Products and Services

Third-Party Terms Take Precedence:

When AOIT provides, resells, or facilitates access to third-party products or services, the third-party’s terms and conditions, license agreements, and service terms take precedence over these Terms for those specific products or services.

Third-party products and services include (but are not limited to):

Microsoft 365, Azure, and other Microsoft products
Software licenses from any vendor (Adobe, Autodesk, antivirus vendors, etc.)
Cloud services and platforms (AWS, Google Workspace, etc.)
Domain name registrations and DNS services
SSL certificates and security products
Telecommunications services and VoIP platforms
Backup and disaster recovery solutions from third-party providers
Hardware and equipment from manufacturers
Software-as-a-Service (SaaS) applications
Any other third-party product, service, license, or subscription

Your Responsibilities for Third-Party Products:

You are responsible for reading and accepting third-party terms and conditions
You agree to comply with all third-party license terms, usage restrictions, and policies
You acknowledge that AOIT is not responsible for third-party product functionality, availability, or support beyond what AOIT explicitly agrees to provide
You acknowledge that third-party pricing, terms, and availability may change at the vendor’s discretion
You are responsible for maintaining valid licenses and subscriptions for third-party products

AOIT’s Role with Third-Party Products:

AOIT acts as a reseller, integrator, or facilitator for third-party products
AOIT may provide implementation, configuration, and support services for third-party products, but the underlying product is governed by the third-party’s terms
AOIT passes through third-party warranties and support as-is, without additional warranties beyond what AOIT explicitly provides
AOIT is not liable for third-party product failures, service interruptions, or changes to third-party terms or pricing

Third-Party Terms Availability:

AOIT will provide links to or copies of relevant third-party terms where reasonably possible
You may request copies of third-party terms from AOIT or access them directly from the third-party vendor’s website
It is your responsibility to review third-party terms before accepting products or services

Examples:

Example 1 – Microsoft 365: If AOIT provides you with Microsoft 365 licenses, you are bound by Microsoft’s Customer Agreement and Product Terms. AOIT may provide support for Microsoft 365, but Microsoft’s terms govern your use of the Microsoft 365 service itself.

Example 2 – Domain Registration: If AOIT registers a domain name on your behalf, you are bound by the domain registrar’s terms of service (e.g., GoDaddy, Namecheap, 123-reg). AOIT manages the domain on your behalf, but the registrar’s terms govern the domain registration.

Example 3 – Backup Software: If AOIT implements Veeam, Acronis, or other backup software, you are bound by that software vendor’s license agreement. AOIT provides implementation and support, but the software license itself is governed by the vendor’s terms.

2. Services and Products

2.1 Scope of Services

AOIT provides a range of IT products and services including (but not limited to):

Managed IT services and support
Cloud services and hosting
Network infrastructure design and implementation
Cybersecurity services and products
Backup and disaster recovery solutions
VoIP and telecommunications services
Software licenses and subscriptions (as reseller)
Hardware sales and procurement
IT consulting and advisory services
Project-based services (migrations, implementations, upgrades)
Training and documentation services
Ad-hoc support and time-and-materials services

2.2 Service Delivery

AOIT will use commercially reasonable efforts to deliver services in a timely and professional manner. Service delivery timelines, if provided, are estimates and not guarantees unless explicitly stated otherwise in a written agreement.

2.3 Changes to Services

AOIT reserves the right to modify, discontinue, or change the services we offer at any time with reasonable notice to affected customers. Where possible, AOIT will provide at least 30 days’ notice of material changes to ongoing services.

2.4 Service Availability

Unless otherwise specified in a Service Level Agreement or other written agreement, services are provided on a “best efforts” basis without specific availability guarantees. AOIT maintains and monitors systems to maximize uptime but does not guarantee uninterrupted service.

3. Orders and Quotations

3.1 Quotations

Quotations provided by AOIT are:

Valid for 30 days from the date of the quotation unless otherwise stated
Subject to availability and pricing confirmation at time of order
Not binding until accepted by both parties
Subject to these Terms unless superseded by specific contract terms

3.2 Order Acceptance

An order is accepted when:

You sign and return a quotation or order form, OR
You make payment for products or services, OR
AOIT begins work on your behalf with your authorization, OR
You accept delivery of products or services

Acceptance of an order creates a binding contract between you and AOIT.

3.3 Order Cancellation

Customer Cancellation:

Physical goods: May be cancelled before shipment; 15% restocking fee applies to custom or special-order items
Services: May be cancelled before work begins; deposit (if paid) is non-refundable
Subscriptions/licenses: Subject to vendor cancellation policies (often non-refundable)
Projects in progress: Customer liable for work completed to date plus reasonable wind-down costs

AOIT Cancellation: AOIT may cancel orders if:

Customer fails to provide required information or access
Customer’s credit terms are not acceptable
Products or services become unavailable from suppliers
Customer breaches these Terms or other agreements

3.4 Product Availability

Product and service availability may vary. AOIT makes reasonable efforts to ensure availability but is not liable for delays or unavailability due to supplier issues, discontinued products, or circumstances beyond AOIT’s control.

4. Pricing and Payment

4.1 Pricing

Prices are:

Quoted in UK Pounds Sterling (GBP)
Exclusive of VAT unless otherwise stated
Subject to change without notice (existing orders honored at quoted price)
Valid only for the quotation period specified

Pricing for Third-Party Products: Third-party product pricing is subject to change by the vendor. AOIT passes through vendor price increases and cannot guarantee pricing stability for third-party products beyond confirmed orders.

4.2 VAT

VAT will be charged at the prevailing UK rate on all taxable supplies. VAT registration number: GB 253 424 912.

4.3 Payment Terms

Standard Payment Terms:

Payment due within 14 days of invoice date unless otherwise agreed in writing
Payment methods: Bank transfer (preferred), credit/debit card, cheque
Bank details provided on invoices

Overdue Payments:

Accounts overdue by more than 14 days may be subject to late payment interest at 8% per annum above Bank of England base rate (Late Payment of Commercial Debts (Interest) Act 1998)
AOIT may suspend services or withhold delivery for accounts more than 30 days overdue
Customer remains liable for all costs incurred to collect overdue payments

Deposits: AOIT may require deposits for:

Custom or special-order items: 50-100% deposit
Large projects: 25-50% deposit
New customers or customers with payment history concerns: Deposit at AOIT’s discretion
Third-party licenses or subscriptions: Full payment in advance

4.4 Disputed Invoices

If you dispute an invoice, you must notify AOIT in writing within 7 days of the invoice date stating the specific reasons for the dispute. Undisputed portions of invoices remain payable according to normal payment terms.

4.5 Credit Terms

Credit terms are subject to credit approval. AOIT reserves the right to:

Perform credit checks before extending credit terms
Modify or withdraw credit terms at any time
Require payment in advance or cash on delivery for customers without approved credit terms

5. Delivery

5.1 Physical Goods

Delivery:

Delivery timescales are estimates and not guarantees unless expressly agreed in writing
Risk passes to Customer upon delivery or collection
Customer responsible for inspecting goods upon delivery and reporting damage or discrepancies within 48 hours

Delivery Charges:

Delivery charges (if any) will be specified on quotations and invoices
Standard UK mainland delivery typically included for orders over certain value
Remote locations, offshore, or express delivery may incur additional charges

Failed Deliveries: If delivery fails due to Customer’s unavailability or incorrect address:

Customer liable for redelivery costs
AOIT may store goods at Customer’s risk and expense
Goods remain AOIT’s property until paid for

5.2 Services Delivery

Services are delivered according to agreed schedules or, if no schedule is agreed, within a reasonable timeframe. Customer shall provide necessary access, information, and cooperation to enable AOIT to deliver services.

5.3 Title and Risk

Title (Ownership): Title to physical goods remains with AOIT until full payment is received. If Customer fails to pay, AOIT may recover goods.

Risk: Risk of loss or damage passes to Customer upon delivery. Customer should ensure adequate insurance coverage.

6. Returns and Refunds

6.1 Faulty Goods

If goods are faulty:

Notify AOIT within 7 days of discovery
Return goods to AOIT (carriage paid by AOIT if proven faulty)
AOIT will repair, replace, or refund at our discretion
Consumer rights under Consumer Rights Act 2015 are not affected

6.2 Non-Faulty Goods

Physical Goods:

May be returned within 14 days of delivery if unused and in original packaging
15% restocking fee applies
Customer pays return carriage
Special-order, custom, or software items non-returnable unless faulty
Opened software or licenses non-returnable

Services: Services rendered cannot be returned. Deposits for services are non-refundable unless AOIT fails to perform.

6.3 Digital Products and Licenses

Digital products, software licenses, and subscriptions are non-returnable and non-refundable once delivered or activated, except as required by law or where faulty.

6.4 Third-Party Products

Returns and refunds for third-party products are subject to the third-party vendor’s return policy. AOIT will assist where possible but cannot guarantee refunds for third-party products.

7. Warranties and Disclaimers

7.1 AOIT’s Warranties

AOIT warrants that:

Services will be performed with reasonable skill and care
Goods sold will be of satisfactory quality and fit for purpose (Consumer Rights Act 2015)
AOIT has the right to sell goods and provide services

7.2 Third-Party Product Warranties

Third-party products are sold with manufacturer’s warranty only. AOIT does not provide additional warranties beyond those provided by manufacturers or vendors. Warranty claims should be directed to the manufacturer or, where AOIT provides support services, AOIT will assist in facilitating warranty claims.

7.3 Disclaimer of Warranties

Except as expressly stated in Section 7.1 or required by law:

Services and goods are provided “as is” without warranty of any kind
AOIT disclaims all implied warranties including warranties of merchantability, fitness for particular purpose, and non-infringement
AOIT does not warrant that services will be uninterrupted, error-free, or meet Customer’s specific requirements
AOIT does not warrant that third-party products or services will meet Customer’s needs

7.4 Third-Party Service Dependencies

Many services depend on third-party providers (internet, cloud providers, software vendors, etc.). AOIT is not responsible for third-party failures or service interruptions beyond AOIT’s reasonable control.

8. Limitation of Liability

8.1 Liability Cap

Subject to Section 8.2, AOIT’s total aggregate liability for any and all claims arising from or related to these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the greater of:

£10,000, OR
The total amount paid by Customer to AOIT in the 12 months preceding the claim

8.2 Unlimited Liability

Nothing in these Terms limits or excludes AOIT’s liability for:

Death or personal injury caused by AOIT’s negligence
Fraud or fraudulent misrepresentation
Breach of data protection laws where AOIT is the data controller
Any other liability that cannot be limited or excluded by law

8.3 Excluded Damages

To the fullest extent permitted by law, AOIT shall not be liable for:

Loss of profits, revenue, business, or anticipated savings
Loss of data (except as required by data protection laws)
Loss of use or corruption of software or data
Loss of or damage to goodwill or reputation
Any indirect, incidental, special, consequential, or punitive damages

This exclusion applies even if AOIT has been advised of the possibility of such damages.

8.4 Customer’s Own Backups

Customer is responsible for maintaining independent backups of all data. AOIT is not liable for data loss unless caused by AOIT’s gross negligence and Customer had no independent backups.

8.5 Third-Party Product Liability

AOIT is not liable for defects, failures, or issues with third-party products beyond facilitating warranty claims or providing support services as agreed. Claims should be directed to the manufacturer or vendor.

9. Data Protection and Privacy

9.1 Data Protection Compliance

AOIT processes personal data in accordance with:

UK General Data Protection Regulation (UK GDPR)
Data Protection Act 2018
Privacy and Electronic Communications Regulations (PECR)

9.2 Privacy Policy

AOIT’s Privacy Policy (available at www.aoitnetworks.com/privacy) describes how AOIT collects, uses, and protects personal data. By using AOIT’s services, you consent to data processing as described in the Privacy Policy.

9.3 Data Processing Agreement

Where AOIT processes personal data on Customer’s behalf (as a data processor), the terms of AOIT’s Data Processing Agreement apply. The DPA is available at www.aoitnetworks.com/data-processing-agreement or is incorporated into the Master Services Agreement.

9.4 Customer Data

Customer retains ownership of all data provided to or generated by AOIT on Customer’s behalf. AOIT will not use Customer data for any purpose other than providing services to Customer, except as required by law or with Customer’s consent.

9.5 Data Security

AOIT implements appropriate technical and organizational measures to protect Customer data. However, AOIT cannot guarantee absolute security and is not liable for data breaches caused by circumstances beyond AOIT’s reasonable control.

10. Intellectual Property

10.1 AOIT’s Intellectual Property

All intellectual property rights in AOIT’s services, products, methodologies, processes, tools, software, documentation, and materials remain AOIT’s property or the property of AOIT’s licensors.

Customer receives only the rights explicitly granted in writing and may not:

Copy, modify, or reverse engineer AOIT’s proprietary materials
Remove or alter copyright or proprietary notices
Use AOIT’s trademarks or branding without written permission

10.2 Customer’s Intellectual Property

All intellectual property rights in Customer’s data, content, and materials remain Customer’s property. AOIT receives only a limited license to use Customer materials as necessary to provide services.

10.3 Third-Party Intellectual Property

Third-party products and services are subject to the intellectual property rights and license terms of those third-party vendors. Customer must comply with all third-party license terms.

10.4 Work Product

Custom work product created specifically for Customer (e.g., custom scripts, configurations, documentation) is licensed to Customer for internal use. AOIT retains ownership of underlying methodologies and may reuse general knowledge and approaches in other projects.

11. Confidentiality

11.1 Confidential Information

Each party agrees to keep confidential all confidential information received from the other party, including:

Business strategies, plans, and financial information
Technical information, designs, and specifications
Customer data and personal information
Pricing and terms
Any information marked or identified as confidential

11.2 Exclusions

Confidential information does not include information that:

Is publicly available through no fault of the receiving party
Was known to the receiving party before disclosure
Is independently developed without using confidential information
Is rightfully received from a third party without confidentiality obligations

11.3 Permitted Disclosures

Confidential information may be disclosed:

To employees, contractors, or advisors who need to know and are bound by confidentiality obligations
As required by law, court order, or regulatory authority (with notice to disclosing party if legally permitted)
With prior written consent of the disclosing party

11.4 Duration

Confidentiality obligations survive termination of the relationship and continue for 3 years from the date of disclosure.

12. Acceptable Use

12.1 Customer’s Responsibilities

Customer agrees to:

Use services only for lawful purposes
Comply with AOIT’s Acceptable Use Policy (www.aoitnetworks.com/acceptable-use-policy)
Not use services in any way that causes harm to AOIT, other customers, or third parties
Comply with all applicable laws and regulations
Maintain security of credentials and access

12.2 Prohibited Uses

Customer must not:

Use services to transmit illegal, harmful, threatening, abusive, or offensive content
Use services to distribute malware, viruses, or harmful code
Attempt to gain unauthorized access to systems or data
Use services to send spam or conduct phishing attacks
Engage in any activity that violates AOIT’s Acceptable Use Policy

12.3 Consequences of Misuse

AOIT may suspend or terminate services immediately if Customer violates acceptable use terms. Customer remains liable for all fees through the end of any contract term.

13. Term and Termination

13.1 Term

These Terms remain in effect for as long as you use AOIT’s services or until terminated as described below.

13.2 Termination by Customer

Customer may terminate:

One-time purchases/services: No termination right after delivery/completion
Ongoing services: According to notice period specified in service agreement or, if none specified, with 30 days’ written notice
Subscriptions/licenses: According to subscription terms (often with 30-90 days’ notice)

13.3 Termination by AOIT

AOIT may terminate immediately:

For non-payment (more than 30 days overdue)
For breach of these Terms or other agreements
For violation of Acceptable Use Policy
For illegal activity or causing harm to AOIT or others
If continuing services would cause AOIT legal or regulatory liability

AOIT may terminate with 30 days’ notice for any reason or no reason.

13.4 Effect of Termination

Upon termination:

Customer must pay all outstanding invoices immediately
AOIT may suspend or terminate access to services immediately
Customer must return or destroy AOIT’s confidential information and proprietary materials
AOIT will provide Customer data (if any) in a standard format within 30 days (if requested and all fees paid)
Licenses granted to Customer terminate (except for paid-up perpetual licenses)
Sections 4 (Payment), 8 (Liability), 9 (Data Protection), 10 (IP), and 11 (Confidentiality) survive termination

13.5 No Refunds

Unless required by law or explicitly agreed otherwise, termination does not entitle Customer to refunds for prepaid services, licenses, or products.

14. Force Majeure

Neither party is liable for failure to perform obligations due to circumstances beyond reasonable control, including:

Natural disasters, epidemics, pandemics
War, terrorism, civil unrest
Government actions or regulations
Strikes or labor disputes
Failure of suppliers, vendors, or utilities
Internet or telecommunications failures
Cyberattacks or security incidents

The affected party must notify the other party promptly and use reasonable efforts to mitigate impact.

If force majeure continues for more than 30 days, either party may terminate affected services without penalty.

15. General Provisions

15.1 Entire Agreement

These Terms, together with any referenced policies, quotations, order forms, and other written agreements, constitute the entire agreement between Customer and AOIT regarding the subject matter.

These Terms supersede all prior discussions, negotiations, or agreements except where superseded by signed MSA, SOW, or more specific written agreement.

15.2 Amendments

AOIT may amend these Terms at any time by posting updated Terms at www.aoitnetworks.com/terms. Material changes will be communicated via email to affected customers with at least 30 days’ notice.

Continued use of services after changes take effect constitutes acceptance of amended Terms.

For specific agreements (MSA, SOW), amendments require written agreement signed by both parties.

15.3 Assignment

Customer may not assign, transfer, or delegate rights or obligations under these Terms without AOIT’s prior written consent.

AOIT may assign these Terms to an affiliate, successor, or purchaser of AOIT’s business without Customer’s consent.

15.4 Severability

If any provision of these Terms is found invalid, illegal, or unenforceable, the remaining provisions continue in full effect. The invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.

15.5 Waiver

AOIT’s failure to enforce any provision does not waive AOIT’s right to enforce it in the future. No waiver is effective unless in writing and signed by AOIT.

15.6 No Partnership

Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between Customer and AOIT. AOIT is an independent contractor.

15.7 Third-Party Rights

These Terms do not create rights for third parties except as expressly stated. Third parties have no right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999, except:

Third-party vendors whose terms are incorporated by reference (as described in Section 1.4)
Third-party beneficiaries explicitly named in specific agreements

15.8 Notices

Notices must be in writing and sent to:

For AOIT:
AOIT Networks Ltd
Jarrow Business Centre
Rolling Mill Road
Jarrow, Tyne and Wear NE32 3DT
Email: support@aoitnetworks.com

For Customer:
To the address provided on order forms or invoices, or to the email address on file.

Notices are deemed delivered:

Email: Upon confirmation of receipt
Post: 3 business days after mailing via Royal Mail

15.9 Governing Law and Jurisdiction

These Terms are governed by the laws of England and Wales. Any disputes arising from these Terms or AOIT’s services will be subject to the exclusive jurisdiction of the courts of England and Wales.

15.10 Dispute Resolution

Before commencing legal proceedings, parties agree to attempt to resolve disputes through:

Good faith negotiations between representatives (10 business days)
Escalation to senior management (10 business days)
Mediation (if mutually agreed)

This does not prevent either party from seeking urgent interim relief (e.g., injunctions) when necessary.

16. Contact Information

AOIT Networks Ltd

Address:
Jarrow Business Centre
Rolling Mill Road
Jarrow, Tyne and Wear
NE32 3DT
United Kingdom

Contact:
Phone: 0191 825 0808
Email: support@aoitnetworks.com
Website: www.aoitnetworks.com

Business Hours:
Monday – Friday: 08:00 – 17:00 GMT/BST
Closed: Weekends and public holidays

Company Information:
Company Number: 10450071 (England and Wales)
VAT Number: GB 253 424 912

17. Key Policies and Documents

The following policies and documents form part of your relationship with AOIT and should be read in conjunction with these Terms:

Privacy Policy: www.aoitnetworks.com/legal-repository/
How AOIT collects, uses, and protects personal data.

Data Processing Agreement: www.aoitnetworks.com/legal-repository/
Terms governing AOIT’s processing of personal data on Customer’s behalf.

Acceptable Use Policy: www.aoitnetworks.com/legal-repository/
Rules for acceptable use of AOIT’s services and prohibited activities.

Service Level Agreement: www.aoitnetworks.com/legal-repository/
Service commitments, response times, and support terms (applies to managed services customers).

Master Services Agreement: www.aoitnetworks.com/legal-repository/
Comprehensive terms for ongoing managed services relationships.

All policies are available on AOIT’s website or upon request from support@aoitnetworks.com