Terms and Conditions

Terms and Conditions of Sale

Altnet Solutions Ltd · Version 1.1 · Last updated: 1 October 2026

1. Definitions and Interpretation

1.1 Definitions

• Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
• Company: ALTNET SOLUTIONS LTD (registered in England and Wales with company number 12594543).
• Conditions: the terms and conditions of sale set out in this document as amended from time to time in accordance with clause 15.4.
• Contract: the contract between the Company and the Purchaser for the sale and purchase of the Goods in accordance with these Conditions.
• Delivery Location: has the meaning given in clause 4.2.
• Force Majeure Event: an event, circumstance or cause beyond a party's reasonable control.
• Goods: the goods (or any part of them) set out in the Order.
• Order: the Purchaser's order for the Goods, as set out in the Purchaser's purchase order form or as otherwise agreed in writing by the parties.
• Purchaser: the person or firm who purchases the Goods from the Company.
• Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Purchaser and the Company.

1.2 Interpretation

• 1.2.1 A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
• 1.2.2 Any phrase introduced by the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
• 1.2.3 A reference to writing or written includes email but excludes fax.
• 1.2.4 Clause headings and any words introducing a clause or sub-clause are for convenience only and shall not affect the interpretation of the Contract.

2. Basis of Contract

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Purchaser seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.2 The Order constitutes an offer by the Purchaser to purchase the Goods in accordance with these Conditions. The Purchaser is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Purchaser are complete and accurate.

2.3 The Order shall only be deemed to be accepted when the Company issues a written acceptance of the Order, at which point and on which date the Contract shall come into existence.

2.4 Any samples, drawings, descriptive matter or advertising produced by the Company and any descriptions or illustrations contained in the Company’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.

2.5 A quotation for the Goods given by the Company shall not constitute an offer. A quotation shall only be valid for a period of 7 days from its date of issue unless stated otherwise.

3. Goods

3.1 The Goods are described in the Specification.

3.2 The Purchaser shall indemnify the Company against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Company in connection with any claim made against the Company for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Company's use of the Specification. This clause 3.2 shall survive termination of the Contract.

3.3 The Company reserves the right to amend the Specification if required by any applicable statutory or regulatory requirement, and the Company shall notify the Purchaser in any such event.

4. Delivery

4.1 The Company shall ensure that:

• 4.1.1 the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;
• 4.1.2 each delivery of the Goods is accompanied by a delivery note that shows the Order number, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
• 4.1.3 if the Company requires the Purchaser to return any packaging materials to the Company, that fact is clearly stated on the delivery note. The Purchaser shall make any such packaging materials available for collection at such times as the Company shall reasonably request. Returns of packaging materials shall be at the Company’s expense.

4.2 The Company shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Company notifies the Purchaser that the Goods are ready.

4.3 Delivery is completed on the completion of unloading of the Goods at the Delivery Location.

4.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Company shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Purchaser’s failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.5 If 10 Business Days after the day on which the Company attempted to make delivery of the Goods, the Purchaser has not taken delivery of those Goods, the Company may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Purchaser for any excess over the price of the Goods, or charge the Purchaser for any shortfall below the price of the Goods.

4.6 Upon delivery of the Goods, the Purchaser shall inspect the Goods. Any discrepancies or defects shall be reported to the Company within 48 hours of receipt.

4.7 If the Company delivers up to and including 10% more or less than the quantity of Goods ordered the Purchaser may not reject them, and the Company shall make a pro rata adjustment to the invoice for the Goods.

4.8 The Company may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Purchaser to cancel any other instalment.

5. Quality and Warranty

5.1 The Company warrants that on delivery the Goods shall:

• 5.1.1 conform in all material respects with the Specification;
• 5.1.2 be free from material defects in design, material and workmanship;
• 5.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
• 5.1.4 be fit for any purpose held out by the Company.

5.2 For iLOQ Products, additional warranty terms apply:

• 5.2.1 the warranty period shall be one (1) year from delivery or installation date, whichever is later.
• 5.2.2 extended warranty services may be available subject to separate agreement.
• 5.2.3 the Company will facilitate warranty claims with the manufacturer but shall not be directly liable for manufacturer warranty obligations.
• 5.2.4 Warranty claims for iLOQ Products must:
  • 5.2.4.1 be notified to the Company within 48 hours of discovering the defect.
  • 5.2.4.2 include the product serial number and detailed description of the fault.
  • 5.2.4.3 follow the Company’s returns process.

5.3 Subject to clause 5.4, if:

• 5.3.1 the Purchaser gives notice in writing to the Company within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;
• 5.3.2 the Company is given a reasonable opportunity of examining such Goods; and
• 5.3.3 the Purchaser (if asked to do so by the Company) returns such Goods to the Company’s place of business at the Purchaser’s cost, the Company shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full. Where an inspection of Goods reveals the Goods comply with the warranty set out in clause 5.1, the Company reserves the right to invoice the Purchaser for its reasonably incurred costs for the inspection works undertaken.

5.4 The Company shall not be liable for the Goods' failure to comply with the warranty set out in clause 5.1 if:

• 5.4.1 the Purchaser makes any further use of such Goods after giving notice in accordance with clause 5.3;
• 5.4.2 the defect arises because the Purchaser failed to follow the Company's oral or written instructions as to the storage, commissioning, installation, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;
• 5.4.3 the defect arises as a result of the Company following any drawing, design or specification supplied by the Purchaser;
• 5.4.4 the Purchaser alters or repairs such Goods without the written consent of the Company;
• 5.4.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
• 5.4.6 the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

5.5 Except as provided in this clause 5, the Company shall have no liability to the Purchaser in respect of the Goods' failure to comply with the warranty set out in clause 5.1.

5.6 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

5.7 These Conditions shall apply to any repaired or replacement Goods supplied by the Company.

6. Software and Licensing

6.1 iLOQ Manager Software:

• 6.1.1 is provided as a cloud service and shall be available 24/7 except for maintenance.
• 6.1.2 requires Windows 10 or newer operating system and broadband internet connection.
• 6.1.3 access requires valid user credentials which must be kept secure.
• 6.1.4 the Purchaser is responsible for maintaining the confidentiality of access credentials.

6.2 Mobile Applications:

• 6.2.1 end users must download mobile applications from official app stores.
• 6.2.2 users must accept manufacturer's terms of use and privacy policy.
• 6.2.3 support is limited to current versions of mobile operating systems.

6.3 API Usage:

• 6.3.1 must conform to manufacturer documentation and requirements.
• 6.3.2 may be restricted if misuse is detected.
• 6.3.3 the Purchaser is responsible for data accuracy when using APIs.

7. Returns

7.1 Goods that have been supplied to a custom specification, or ordered from a third party where such third party will not accept the Goods back, or where notified to the Purchaser by the Company at the time of the Order, shall be non-returnable and non-refundable.

7.2 In the event the Purchaser wishes to return the Goods or request that the Company collect the Goods, due to a mistake or negligence on the part of the Purchaser, the Company reserves the right to invoice the Purchaser in respect of any costs or expenses incurred together with a handling fee of 30% of the total value of the Goods. For such returns, the Purchaser must obtain the Company’s written authorisation prior to returning the Goods and the Goods must be returned in their original condition.

7.3 Except as set out in clause 7.2, the Company will only accept the return or refund of Goods where such Goods are defective and the provisions of clause 5.3 shall apply.

8. Title and Risk

8.1 The risk in the Goods shall pass to the Purchaser on completion of delivery.

8.2 Title to the Goods shall only pass to the Purchaser once the Company receives payment in full (in cash or cleared funds) for them.

8.3 Until title to the Goods has passed to the Purchaser, the Purchaser shall:

• 8.3.1 store the Goods separately from all other goods held by the Purchaser so that they remain readily identifiable as the Company's property;
• 8.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
• 8.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
• 8.3.4 notify the Company immediately if it becomes subject to any of the events listed in clause 12.1.2 to clause 12.1.4; and
• 8.3.5 give the Company such information as the Company may reasonably require from time to time relating to: (a) the Goods; and (b) the ongoing financial position of the Purchaser.

8.4 The Company may recover Goods in which title has not passed to the Purchaser. The Purchaser irrevocably licenses the Company, its officers, employees and agents, to enter any premises of the Purchaser (including with vehicles), in order to satisfy itself that the Purchaser is complying with the obligations in clause 8.3, and to recover any Goods in which title has not passed to the Purchaser.

8.5 The Company may at any time after delivery elect to transfer title in the Goods to the Purchaser, in which case the Purchaser shall immediately pay the price to the Company.

9. Price and Payment

9.1 The price of the Goods shall be the price set out in the Order.

9.2 The price includes the costs of packaging, insurance and, where the Order or part shipment value is over £500 and the delivery address is not the Scottish Highlands and Islands, Northern Ireland, Isle of Man and Isles of Scilly, the shipping costs of the Goods. Delivery to addresses in the Scottish Highlands and Islands, Northern Ireland, Isle of Man and Isles of Scilly shall be calculated and notified at the time the Order is placed. Where the Order value is less than £500, the Purchaser shall be liable to pay the shipping costs which shall be invoiced to the Purchaser in addition to the price.

9.3 The price of the Goods excludes amounts in respect of value added tax (VAT), which the Purchaser shall additionally be liable to pay to the Company at the prevailing rate, subject to the receipt of a valid VAT invoice.

9.4 The Company may, by giving notice to the Purchaser at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

• 9.4.1 any factor beyond the Company’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
• 9.4.2 any request by the Purchaser to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
• 9.4.3 any delay caused by any instructions of the Purchaser or failure of the Purchaser to give the Company adequate or accurate information or instructions.

9.5 The Company will issue a pro forma invoice at the time the Order is placed and, unless payment is being made via credit facility in accordance with clause 9.6, dispatch the Goods once payment has been made in full by the Purchaser.

9.6 The Company may, in its sole discretion, offer the Purchaser a credit account. The Purchaser must complete the application for a credit account form and provide two references which must be verified before credit can be granted. The granting of credit is subject to approval by the Company’s third party credit reference agency and the Company shall have no liability should the Purchaser be refused credit. Where credit is granted, relevant payment terms will be as set out in the credit application form.

9.7 Unless a credit account has been authorised, the Purchaser shall pay each pro forma invoice submitted by the Company:

• 9.7.1 in advance of dispatch of the Goods by the Company; and
• 9.7.2 in full and in cleared funds to a bank account nominated in writing by the Company, and
• 9.7.3 time for payment shall be of the essence of the Contract.

9.8 If the Purchaser fails to make a payment due to the Company under the Contract by the due date, then, without limiting the Company’s remedies under clause 12, the Purchaser shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 9.8 will accrue each day at the rate of statutory interest prescribed from time to time under the Late Payment of Commercial Debts (Interest) Act 1998. The Company shall also be entitled to claim fixed-sum compensation and its reasonable costs of recovering the overdue sum in accordance with that Act.

9.9 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

10. Stock Holding/Deferred Delivery

10.1 At the Purchaser’s request, the Company may, subject to agreement in writing, hold Goods in stock on the Purchaser’s behalf for a period of up to three (3) months from the date of the Company’s order confirmation (Holding Period).

10.2 Two (2) weeks prior to the expiry of the Holding Period, the Company shall notify the Purchaser in writing of its intention to either call for delivery, invoice, or both, should the Purchaser fail to take delivery of the held Goods.

10.3 If, by the end of the Holding Period, the Purchaser has not taken delivery or otherwise arranged for call-off of the Goods, the Company reserves the right, in its sole discretion, to:

• 10.3.1 ship the Goods to the Purchaser (using the Company’s chosen method of delivery), and/or
• 10.3.2 invoice the Purchaser for the full value of the held Goods; and/or
• 10.3.3 charge for storage, handling, insurance, and any additional costs incurred during the Holding Period.

10.4 The Purchaser shall be responsible for all costs related to storage, insurance, handling, packaging, and any other cost the Company reasonably incurs due to delay in delivery.

10.5 Any variation to the Holding Period, method of delivery, or responsibilities must be agreed in writing by both parties.

11. Limitation of Liability

11.1 The limits and exclusions in this clause reflect the insurance cover the Company has been able to arrange and the Purchaser is responsible for making its own arrangements for the insurance of any excess liability.

11.2 References to liability in this clause 11 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

11.3 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

• 11.3.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
• 11.3.2 fraud or fraudulent misrepresentation;
• 11.3.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; and
• 11.3.4 defective products under the Consumer Protection Act 1987; or
• 11.3.5 any matter in respect of which it would be unlawful for the Company to exclude or restrict liability.

11.4 Subject to clause 11.3, the Company shall not be liable to the Purchaser, whether in contract, tort (including negligence), misrepresentation, restitution or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and the Company's total liability to the Purchaser for all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), misrepresentation, restitution or otherwise, shall not exceed £100,000 per year.

12. Termination

12.1 Without limiting its other rights or remedies, the Company may terminate this Contract with immediate effect by giving written notice to the Purchaser if:

• 12.1.1 the Purchaser commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;
• 12.1.2 the Purchaser takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
• 12.1.3 the Purchaser suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
• 12.1.4 the Purchaser’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

12.2 Without limiting its other rights or remedies, the Company may suspend provision of the Goods under the Contract or any other contract between the Purchaser and the Company if the Purchaser becomes subject to any of the events listed in clause 12.1.2 to clause 12.1.4, or the Company reasonably believes that the Purchaser is about to become subject to any of them, or if the Purchaser fails to pay any amount due under this Contract on the due date for payment.

12.3 Without limiting its other rights or remedies, the Company may terminate the Contract with immediate effect by giving written notice to the Purchaser if the Purchaser fails to pay any amount due under the Contract on the due date for payment.

12.4 On termination of the Contract for any reason the Purchaser shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Company shall submit an invoice, which shall be payable by the Purchaser immediately on receipt.

12.5 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

12.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

13. Data Protection and Privacy

13.1 Each party shall comply with all applicable data protection laws.

13.2 For iLOQ Products:

• 13.2.1 the manufacturer's data processing agreement applies to personal data processing.
• 13.2.2 the Company acts as a processor of customer data.
• 13.2.3 the Purchaser remains controller of its end-user data.

13.3 The Purchaser shall:

• 13.3.1 obtain necessary consents for data processing.
• 13.3.2 maintain appropriate security measures.
• 13.3.3 notify the Company of any data breaches.

14. Force Majeure

14.1 Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 6 months, the party not affected may terminate the Contract by giving 30 days’ written notice to the affected party.

15. General

15.1 Compliance with laws. The Company shall comply with all applicable laws and regulations in respect to the provision of the Goods under this Contract, including relevant data protection laws, further details of which can be found in the Company’s Privacy Policy.

15.2 Assignment and other dealings. The Company may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract. The Purchaser may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Company.

15.3 Entire agreement. The Contract constitutes the entire agreement between the parties. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

15.4 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

15.5 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

15.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

15.7 Notices. Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered by hand, or sent by pre-paid first class post or other next working day delivery service, or email. A notice shall be deemed to have been received: if delivered by hand, when left at the address referred to above; or if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or, if sent by email, 1 Business Day after transmission. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

15.8 Third party rights. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

15.9 Governing law and Jurisdiction. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.