Terms and Conditions

These Terms and Conditions (“Terms”) apply to your (the “Client”) use of our services whether our consulting services, fully managed network services, IT support services or any of our auxiliary services (“Services”).

We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason. It is your responsibility to periodically review these Terms to stay informed of updates. By using our Services or continuing to use the Services after you have been notified of a change in the Terms, you agree to be bound by these Terms.
  1. ABOUT US
    1. We are Wifi Setup of Manod Rd, Blaenau Ffestiniog, LL41 4DE (“we”, “us”, “our”) (“Wifi Setup”, “we”, “us”, or “our”).
    2. To contact us, please use info@wifisetup.co.uk or write to us at the above address.
    3. These Terms were last updated on Tuesday, 31 of October 2023.
  2. THE SERVICES
    1. Wifi Setup agrees to: i) supply, and the Client agrees to purchase the Services in accordance with the accepted proposal, task order or work order, as applicable, whether in digital including email, text or other forms of electronic communication such as submissions via our website or physical on print, and collectively Statement of Work (“SOW”) which is subject to this Agreement; ii) use reasonable care and skill to perform the Services identified in the accepted SOW; iii) keep detailed and accurate records of all activities undertaken in relation to the provision of the Services and shall provide the Client with reports at such intervals and in such form as the Client may from time to time require; iv) provide the Client with such documents, reports, data, and other information at such times as the Client may reasonably require. Such information shall be in a form satisfactory to, and approved by, the Client.
    2. This Agreement shall; i) be to the exclusion of any other terms and conditions subject to which any such SOW is accepted or purported to be accepted, or any such order is made or purported to be made, by the Client; ii) not prevent Wifi Setup from undertaking other Services provided that the undertaking of such Services does not cause a breach of any provision of these Terms.
    3. During the term of this agreement, Client may wish to assign additional projects, products, or services to Wifi Setup beyond the Services outlined in the accepted quotation or Scope of Work Document as applicable (“Out-of-Scope Assignments”). Wifi Setup agrees to accept such Out-of-Scope Assignments only upon a separate written agreement with Client regarding additional compensation to be paid to Wifi Setup and other relevant terms and conditions, if applicable.
    4. Any typographical, clerical, or other accidental errors or omissions in any SOW, invoice or other document or information issued by Wifi Setup shall be subject to correction without any liability on the part of Wifi Setup.
  3. PERFORMANCE OF THE SERVICES Client acknowledges and agrees that Wifi Setup: i) will use their own initiative as to the manner in which the Services are delivered provided that in doing so that Wifi Setup shall cooperate with the Client and comply with all reasonable and lawful requests of the Client; ii) may provide the Services at such times and on such days as Wifi Setup shall decide but shall ensure that the Services are provided on such days and at such times as are necessary for the proper performance of the Services; iii) will provide the services as an independent contractor and not as an employee; and iv) has no authority to and will not exercise or hold itself out as having any authority to enter into or conclude any contract or to undertake any commitment or obligation for, in the name of or on behalf of the Client.
  4. SERVICE DISCLAIMER Client acknowledges and agrees that: i) nothing in this Agreement and nothing in Wifi Setup’s statements to Client will be construed as a promise or guarantee about the outcome of the Services and if so made or provided are expressions of opinion only; and ii) Wifi Setup has made no representations, no promise or guarantees about the Services.
  5. CLIENT’S OBLIGATIONS
    1. The Client shall use all reasonable endeavours to provide all necessary co-operation in relation to this agreement and all pertinent information to Wifi Setup that is necessary for Wifi Setup’s provision of the Services.
    2. The Client may, from time to time, issue reasonable instructions to Wifi Setup in relation to Wifi Setup’s provision of the Services. Any such instructions should be compatible with the specification of the Services provided.
    3. In the event that Wifi Setup requires the decision, approval, consent or any other communication from the Client in order to continue with the provision of the Services or any part thereof at any time, the Client shall provide the same in a reasonable and timely manner.
    4. If any consents, licences, or other permissions are needed from any third parties, it shall be the Client’s responsibility to obtain the same in advance of the provision of the Services (or the relevant part thereof).
    5. If the nature of the Services requires that Wifi Setup has access to the Client’s premises or any other location, access to which is lawfully controlled by the Client, the Client shall ensure that Wifi Setup has access to the same at the times to be agreed between Wifi Setup and the Client as required.
    6. Any delay in the provision of the Services resulting from the Client’s failure or delay in complying with any of the provisions of this Clause 5 shall not be the responsibility or fault of Wifi Setup.
    7. The Client shall be required to purchase any applicable third-party licences for any third-party products that are necessary for Wifi Setup to provide and develop the Services.
    8. The Client acknowledges and agrees that Wifi Setup and/or its licensors own all intellectual property rights in the Services. Except as expressly stated herein, this agreement does not grant the Client any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
    9. Wifi Setup confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
  6. PRICE AND PAYMENT
    1. The price of the Services shall be the price given at the date of acceptance by the Client, including any monthly retainers, or such other price as may be agreed in writing by Wifi Setup and the Client.
    2. Wifi Setup reserves the right, by giving notice to the Client at any time before delivery, to increase the price of the Services to reflect any increase in the cost to Wifi Setup which is due to any factor beyond the control of Wifi Setup, any change in performance dates, quantities or specifications for the Services which are requested by the Client, or any delay caused by any instructions of the Client or failure of the Client to give Wifi Setup adequate information or instructions.
    3. The price is exclusive of any applicable value added tax excise, sales or taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Services, which the Client shall be additionally liable to pay to Wifi Setup.
    4. All payments required to be made pursuant to this Agreement by either party shall be made within unless otherwise specified, 14 days of the date of the relevant invoice, without any set-off, withholding or deduction except such amount (if any) of tax as that party is required to deduct or withhold by law. The time of payment shall be of the essence of this Agreement.
    5. If the Client fails to make any payment on the due date in respect of the price or any other sum due including any monthly retainers under this Agreement then Wifi Setup shall, without prejudice to any right which Wifi Setup may have pursuant to any statutory provision in force from time to time, have the right to i) suspend the Services, and ii) charge the Client interest on a daily basis on any sum due and not paid on the due date. Such interest shall be calculated cumulatively on a daily basis and shall run from day to day and accrue after as well as before any judgement.
  7. WARRANTIES
    1. Wifi Setup warrants to the Client that Wifi Setup i) will comply with all applicable legal and regulatory requirements applying to the exercise of Wifi Setup`s rights and the fulfilment of Wifi Setup`s obligations under this Agreement; ii) has or has access to all necessary know-how, expertise, and experience to perform its obligations under this Agreement.
    2. The work product as provided will conform in all material respects with the accepted SOW.
  8. LIABILITY
    1. Except in respect of death or personal injury caused by Wifi Setup`s negligence, Wifi Setup will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under express terms of this contract, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by Wifi Setup`s servants or agents or otherwise) which arise out of or in connection with the supply of the Services.
    2. The Client shall indemnify Wifi Setup against all damages, costs, claims and expenses suffered by arising from loss or damage to any equipment (including that of third parties) caused by the Client, or its agent or employees.
    3. Wifi Setup shall not be liable to the Client or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of Wifi Setup`s obligations if the delay or failure was due to any cause beyond Wifi Setup`s reasonable control.
  9. OTHER IMPORTANT TERMS
    1. No part of this Agreement is intended to confer rights on any third parties.
    2. No failure or delay by either Party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right.
    3. All notices under this Agreement shall be in writing and addressed to the most recent (e-mail) address of the other Party.
    4. This Agreement contains the entire agreement between the Parties.
    5. Each Party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
    6. In the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.
    7. Each party agrees that this Agreement herewith may be electronically signed, and that any electronic signatures appearing on this Agreement are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility. For the purpose of clarity, the following shall qualify as electronic signature: a) Checking a box or a ‘click to accept’ button; or b) Typing a name; or c) Pasting an image of a signature; or d) Drawing a name or initial with a stylus or by hand on a touchpad; and e) Electronically signing using an available third-party software application.
    8. The Parties shall attempt to resolve any dispute arising out of or relating to this Agreement through negotiations. If negotiations do not resolve the matter within 30 days of receipt of a written invitation to negotiate, the parties will attempt to resolve the dispute in good faith through an agreed Alternative Dispute Resolution (“ADR”) procedure. If the ADR procedure does not resolve the matter within 30 days of the initiation of that procedure, or if either Party will not participate in the ADR procedure, the dispute may be referred to arbitration by either Party.
    9. This Agreement shall be governed by, and construed in accordance with, the laws of England and Wales.
    10. Subject to the provisions of Section 8.8, any dispute, controversy, proceedings or claim between the Parties relating to this Agreement shall fall within the jurisdiction of the courts of England and Wales.
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