These terms and conditions govern the Terms & Conditions for the Supply of Services by;

Microcomms Professional Services Ltd – whose registered office is at Wheal Jane Earth Science Park Baldhu, Truro, Cornwall, TR3 6EE, Registration Number (05628446) – Registration Date: 18-11-2005

Microcomms Technologies Europe B.V. whose registered office is at Keizersgracht 555, 1017DR Amsterdam (CRN 05628446) Chamber of Commerce Number (KvK): 82167001 – Registration date: 12-03-2021 – SBI code 6209 

1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply in these terms and conditions (the “Conditions”).

  1. Contract: The Customer’s purchase order and the Supplier’s written acceptance of it, or the Customer’s acceptance of a written Quotation for Services issued by the Supplier in accordance with clause 2.2.
  2. Deliverables: All computer hardware, cabling, passwords, system credentials, cloud access, portals, platforms, and any other products, materials, or intellectual property developed or supplied by the Supplier in connection with the Services.
  3. Input Material: All documents, data, information, and materials provided by the Customer relating to the Services, including any Deliverables.
  4. Intellectual Property Rights: All intellectual property rights, including but not limited to patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade names, business names, domain names, rights in trade dress or get-up, goodwill, rights to sue for passing off or unfair competition, design rights, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets), and all other similar or equivalent rights, whether registered or unregistered, and all applications for, and renewals or extensions of, such rights, in any part of the world.
  5. Pre-existing Materials: All documents, data, information, and materials supplied by the Supplier relating to the Services which existed prior to the commencement of the Contract.
  6. Project Milestones: The dates by which specific elements of the Services are estimated to be completed, as set out in the Quotation.
  7. Quotation: The written document issued by the Supplier describing the scope of the Services, including the estimated timetable and any Project Milestones.
  8. Services: The services to be provided by the Supplier under the Contract, as described in the Quotation.
  9. Supplier’s Equipment: Any equipment, tools, systems, cabling, or facilities provided by the Supplier or its subcontractors and used in the provision of the Services, which are not subject to a separate agreement transferring title to the Customer.
  10. Subscriptions and Agreements: The provision of subscriptions or service agreements for a fixed or recurring term, including but not limited to broadband, fixed line, telephony, internet, anti-virus, malware protection, Microsoft or Adobe licensing, backup services, print services, web hosting, domain registration, and service level agreement (SLA) services.
  11. Systems: Any platforms, software, or operating systems installed or provided in connection with the Services, Subscriptions, or Agreements.
  12. VAT: Value Added Tax as chargeable under English law from time to time, and any similar or replacement tax.

1.2 Clause, schedule, and paragraph headings shall not affect the interpretation of these Conditions.

1.3 A reference to a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4 Words in the singular include the plural and vice versa.

1.5 A reference to “writing” or “written” excludes faxes and emails unless expressly stated otherwise.

1.6 The words “include”, “includes”, “including”, or “in particular” shall be construed as illustrative and shall not limit the generality of the related general words.

2. Application of Conditions

2.1 These Conditions and the Quotation shall:

(a) apply to and be incorporated into the Contract; and
(b) prevail over any inconsistent terms or conditions contained in, or referred to in, the Customer’s purchase order, confirmation of order, acceptance of a quotation, specification, or any other document, or which are implied by law, trade custom, practice, or course of dealing.

2.2 The Customer’s acceptance of a Quotation for Services issued by the Supplier constitutes an offer by the Customer to purchase the Services specified in the Quotation on these Conditions. No offer submitted by the Customer shall be deemed accepted by the Supplier unless and until:

(a) the Supplier issues a written, verbal, or email acknowledgement of the order; or
(b) the Supplier commences provision of the Services, whichever occurs first.

At that point, a binding contract shall be formed on these Conditions. The Customer’s standard terms and conditions (if any), whether attached to, enclosed with, or referred to in any purchase order or other document, shall be expressly excluded and shall not apply to the Contract.

2.3 All Quotations are issued by the Supplier on the basis that no binding agreement shall arise except in accordance with clause 2.2. Each Quotation shall remain valid for a period of 30 days from its date of issue, unless withdrawn earlier by the Supplier in writing.

3. Commencement and Duration

3.1 The Services to be provided under this Agreement shall commence on the date the Supplier accepts the Customer’s offer in accordance with clause 2.2.

3.2 The Services shall continue until completion of the work as described in the Quotation, unless this Agreement is terminated earlier in accordance with its terms.

4. Quotation

4.1 The Quotation shall be agreed as follows:

(a) The Customer shall submit a request for a Quotation, specifying its requirements and the scope of the Services, including a description of the work, desired commencement and completion dates (including any Project Milestones), Deliverables, Input Materials, and any other information reasonably required by the Supplier to prepare a draft Quotation.

(b) The Supplier shall, within a reasonable time, provide the Customer with a draft Quotation.

(c) The parties shall discuss and agree the draft Quotation. Upon written or verbal confirmation of acceptance by the Customer, a binding Contract shall be formed in accordance with these Conditions.

4.2 The Supplier reserves the right to charge for the preparation of the Quotation or any associated Design Proposal (constituting Consultative Services) on a time and materials basis in accordance with clause 8, unless otherwise agreed in writing.

4.3 Once the Quotation has been agreed in accordance with clause 4.1(c), no amendments shall be made to it except in accordance with clauses 7 or 16.

5. Supplier’s Obligations

5.1 The Supplier shall use reasonable endeavours to provide the Services and deliver the Deliverables to the Customer in all material respects in accordance with the Quotation.

5.2 The Supplier shall use reasonable endeavours to meet any Project Milestones specified in the Quotation. However, such dates are estimates only, and time shall not be of the essence in relation to performance of the Services, except in respect of the Customer’s payment obligations.

6. Customer’s Obligations

6.1 The Customer shall:

(a) co-operate fully with the Supplier in all matters relating to the Services;
(b) provide the Supplier, its employees, agents, and subcontractors with timely, free-of-charge access to the Customer’s premises, office accommodation, data, systems, and other facilities as reasonably required by the Supplier;
(c) provide, in a timely manner, all Input Material and other information requested by the Supplier, and ensure that such information is accurate and complete in all material respects;
(d) be solely responsible, at its own cost, for preparing and maintaining the relevant premises for the supply of the Services; and
(e) inform the Supplier of all applicable health and safety rules, regulations, hazards, and any other reasonable security requirements that apply at the Customer’s premises.

6.2 The Supplier shall not be liable for any costs, charges, or losses sustained or incurred by the Customer, whether directly or indirectly, as a result of any delay or failure in the Supplier’s performance caused by any act or omission of the Customer, its employees, agents, subcontractors, or customers.

6.2a The Supplier shall not be liable for any failure to meet service levels or delivery timelines where such failure is caused by the Customer’s delay, inaction, or failure to provide required access, information, or approvals.

6.3 The Customer shall indemnify the Supplier, on demand, in respect of all reasonable costs, charges, or losses sustained or incurred by the Supplier (including direct, indirect, or consequential losses, loss of profit, loss of reputation, damage to property, personal injury or death, and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Customer’s fraud, negligence, failure to perform, or delay in the performance of any of its obligations under this Agreement, subject to the Supplier providing written confirmation of such costs, charges, or losses.

6.3a The Customer is responsible for ensuring that any data provided to the Supplier is collected and processed in accordance with applicable data protection laws. The Supplier shall not be liable for any breach of data protection obligations arising from the Customer’s failure to comply with such laws.

6.4 The Supplier reserves the right to audit the Customer’s use of the Services and Deliverables to ensure compliance with the terms of this Agreement, upon reasonable notice and during normal business hours. Any such audit shall be chargeable to the Customer on a time and materials basis in accordance with the Supplier’s standard rates, as set out in this Agreement.

7. Change Control

7.1 The Customer’s and the Supplier’s authorised representatives shall meet as reasonably requested by either party, on no less than 14 days’ notice (which may be served by email or fax, notwithstanding any other notice provisions in these Conditions), to discuss matters relating to the Services, Deliverables, or Quotation. Any proposed change to the scope or execution of the Services must be submitted in writing.

7.2 If either party proposes a change, the Supplier shall, within a reasonable time, provide a written estimate of:

(a) the time required to implement the change;
(b) any variation to the Supplier’s charges;
(c) the likely impact on the Project Plan; and
(d) any other effect on the terms of this Agreement.

7.3 The Supplier may, without notice, make changes to the Services as required to comply with applicable legal or safety requirements, provided such changes do not materially alter the nature, scope, or charges of the Services.

7.4 The Supplier shall have no obligation to proceed with any requested change unless and until the parties have agreed, verbally or in writing, to the necessary variations to the Quotation, charges, and any other relevant terms of this Agreement.

7.5 The Supplier shall be entitled to charge for time spent assessing any change request from the Customer on a time and materials basis in accordance with clause 8. Where a change involves the cancellation of stock or equipment, a standard restocking fee of 40% shall apply, and additional charges may be incurred in accordance with the Supplier’s terms and conditions.

7.6 If a change in applicable law, regulation, global tariff, material cost, or currency exchange rate materially increases the cost or complexity of providing the Services, the Supplier shall be entitled to adjust the charges or terminate the affected Services with 30 days’ notice.

8. Charges and Payment

8.1 Clause 8.2 shall apply where the Services are provided on a time and materials basis. Clause 8.3 shall apply where the Services are provided for a fixed price. The remainder of this clause 8 shall apply in all cases.

Time and Materials Basis

8.2 Where the Services are provided on a time and materials basis:

(a) the charges shall be calculated in accordance with the Supplier’s standard daily fee rates, as amended from time to time;
(b) the standard daily fee rates are based on an eight-hour working day between 08:00 and 17:00 on weekdays (excluding public holidays);
(c) the Supplier shall be entitled to charge an overtime rate of 1.5 times the standard daily rate for work outside these hours, and 2 times the standard daily rate for work on Sundays and Bank Holidays;
(d) all charges are exclusive of VAT, which shall be added at the prevailing rate; and
(e) the Supplier shall invoice the Customer in accordance with the Quotation for time, expenses, and materials (plus VAT where applicable).

Fixed Price Basis

8.3 Where the Services are provided for a fixed price:

(a) the total price shall be as set out in the Quotation and payable in accordance with its terms;
(b) for projects exceeding £10,000 (GBP), a mobilisation invoice equal to 40% of the contract value shall be issued upon receipt of a verbal or written instruction to proceed;

(c) for projects not exceeding £10,000 (GBP), the Supplier shall invoice 75% of the project value upon receipt of a verbal or written instruction to proceed, unless otherwise agreed in writing;

(d) for projects extending beyond one calendar month, the Supplier shall issue interim invoices at the end of each month to cover labour and materials;

(e) cancellations following authorisation to proceed shall incur a restocking and mobilisation charge of 40% of the project value;

(f) non-returnable items (as stipulated by third-party vendors) and stock or materials delivered to the Customer shall be invoiced in full.

General Payment Terms

8.4 All payments shall be made in full, without any set-off, counterclaim, deduction, or retention.

8.5 The Customer shall pay each invoice in full and in cleared funds in accordance with the payment terms stipulated at the time of order.

8.5a The standard payment terms shall be seven (7) days from the date of invoice, unless otherwise agreed in writing by all parties.

8.6 If the Customer fails to make any payment by the due date, the Supplier may, without prejudice to any other rights:

(a) charge interest on the overdue amount at a rate of 10% per annum above the base lending rate of Barclays Bank PLC, accruing daily and compounded quarterly, and may also claim interest under the Late Payment of Commercial Debts (Interest) Act 1998;
(b) suspend all Services until full payment is received; and
(c) charge for all demobilisation and remobilisation costs, including administration and reconnection fees.

8.7 Time for payment shall be of the essence of this Agreement.

8.8 All sums payable to the Supplier shall become immediately due upon termination of this Agreement, notwithstanding any other provision. This clause is without prejudice to the Supplier’s right to claim interest or other remedies.

8.9 The Supplier may, without prejudice to any other rights, set off any liability of the Customer to the Supplier against any liability of the Supplier to the Customer.

8.10 Delays exceeding one day that are outside the Supplier’s control shall incur standing time charges based on the labour and time allocated. Additional demobilisation and remobilisation costs may also apply, including charges for plant, test equipment, transport, and subsistence.

8.11 The Supplier shall charge a notional administration fee of £25.00 (minimum 30 minutes) for any changes to Subscriptions and Agreements, including increases, decreases, or general administrative tasks, with additional time charged pro-rata.

9. Intellectual Property Rights

9.1 As between the Customer and the Supplier, all Intellectual Property Rights and all other rights in:

(a) the Deliverables (including any software, documentation, designs, plans, drawings, maps, reports, and other materials created or developed by the Supplier in connection with the Services); and

(b) the Pre-existing Materials (including any tools, templates, methodologies, know-how, or other materials used, owned, or developed by the Supplier, or licensed to the Supplier by third parties, prior to the commencement of this Agreement), shall remain the exclusive property of the Supplier or its licensors (as applicable).

9.2 Subject to clause 9.1, and provided that the Customer has paid all sums due under this Agreement in full and cleared funds, the Supplier grants the Customer a non-exclusive, non-transferable, royalty-free licence to use the Deliverables solely for the purpose for which they were supplied. This licence does not extend to any Pre-existing Materials unless expressly agreed in writing.

9.3 The copyright in any plans, drawings, or maps specifically created for the Customer may be assigned to the Customer only upon full payment of all amounts due under this Agreement, and subject to a separate written assignment agreement signed by both parties.

9.4 The Customer shall not copy, modify, distribute, reverse-engineer, or otherwise use any Deliverables or Pre-existing Materials except as expressly permitted under this Agreement or with the prior written consent of the Supplier.

10. Confidentiality and the Supplier’s Property

10.1 The Customer shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes, initiatives, and other information of a confidential nature disclosed by the Supplier, its employees, agents, or subcontractors, and any other confidential information concerning the Supplier’s business, operations, or products that the Customer may obtain. The Customer shall restrict disclosure of such information to those of its employees, agents, or subcontractors who need to know it for the purpose of fulfilling the Customer’s obligations under this Agreement, and shall ensure that such persons are bound by confidentiality obligations no less stringent than those set out in this clause.

10.2 All materials, equipment, tools, drawings, specifications, and data supplied by the Supplier to the Customer (including Pre-existing Materials and the Supplier’s Equipment) shall remain the exclusive property of the Supplier or its licensors. The Customer shall hold such items in safe custody at its own risk, maintain them in good condition, and return them to the Supplier upon request. Such items shall not be used or disposed of except in accordance with the Supplier’s written instructions.

10.3 For the avoidance of doubt, title to the Deliverables shall not pass to the Customer until full payment of all sums due under this Agreement has been received by the Supplier, unless otherwise agreed in writing.

10.4 This clause 10 shall survive termination of this Agreement, however arising.

11. Limitation of Liability

11.1 This clause sets out the entire financial liability of the Supplier (including liability for the acts or omissions of its employees, agents, and subcontractors) to the Customer in respect of:

(a) any breach of this Agreement; and
(b) any representation, statement, or tortious act or omission (including negligence) arising under or in connection with this Agreement.

11.2 The Supplier shall not be liable for any issues, failures, or losses arising from equipment not supported by Microcomms.

11.3 All warranties, conditions, and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.

11.4 Nothing in this Agreement shall exclude or limit the Supplier’s liability for death or personal injury caused by its negligence, or for fraud or fraudulent misrepresentation.

11.5 Subject to clauses 11.3 and 11.4:

(a) the Supplier shall not be liable for any indirect or consequential loss or damage, including loss of profit, loss of business, loss of goodwill, or loss of opportunity, however caused; and
(b) the Supplier’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, or otherwise shall be limited to the total amount actually received by the Supplier under this Agreement.

11.6 Subscriptions and Agreements – Cancellation Terms

Subscriptions and Agreements (as defined in clause 1.1) shall automatically renew for successive 12-month periods unless cancelled in accordance with this clause.

To cancel a Subscription or Agreement, the Customer must:

(a) Provide a minimum of 120 days’ written notice prior to the renewal (anniversary) date;

(b) Submit the notice in writing, signed and authorised by a Director of the Customer; and

(c) Send the notice to the Supplier’s registered office address or another address expressly designated by the Supplier for such notices.

The Customer is solely responsible for ensuring that cancellation is properly submitted and received. Failure to provide valid notice within the required timeframe will result in automatic renewal, and the Customer shall remain fully liable for the charges for the subsequent 12-month period, regardless of whether the services are used.

For the avoidance of doubt, the Supplier shall not be obliged to release any Deliverables, Pre-existing Materials, Input Material, or grant any licence to use Intellectual Property until all outstanding payments and cancellation obligations under this clause have been fully satisfied.

 11.7 Subscriptions and Agreements – Termination Charges

Upon cancellation of any SLA, Subscription, or Agreement (whether during the initial term or any renewal period), the Supplier shall issue an invoice for the full remaining contract value of all affected Subscriptions and Agreements.

(a) Such invoices shall be payable in full within 7 days of the invoice date.

(b) If payment is not received within this period, the Supplier reserves the right to suspend all related services until full payment is made.

(b) Suspension shall be without prejudice to the Supplier’s rights under clauses 6.3, 11.5, and 11.6, including the right to recover interest, costs, and damages.

In addition, the Supplier shall be entitled to withhold the release of any Deliverables, Pre-existing Materials, or associated Intellectual Property until all outstanding amounts have been paid in full.

12. Indemnity

12.1 The Customer shall indemnify and keep indemnified the Supplier in full against all liabilities, losses, damages, costs (including legal and professional fees), and expenses of any nature whatsoever incurred by the Supplier arising out of or in connection with:

(a) any breach by the Customer of this Agreement;
(b) any claim, dispute, or proceedings brought against the Supplier by any third party arising from the Customer’s acts or omissions; or
(c) any use of the Deliverables or Services by the Customer in breach of this Agreement.

12.2 Subject to applicable law, and without prejudice to clause 12.1, the Supplier reserves the right to require the directors of the Customer (where the Customer is a limited company) to enter into a separate personal guarantee agreement in respect of any outstanding sums, damages, or retentions due under this Agreement. Such a guarantee may be requested in the event of the Customer’s insolvency, dissolution, or failure to satisfy its payment obligations. This indemnity shall remain in force until all outstanding debts are paid in full.

12.3 Any continuing guarantees or outstanding balances shall accrue interest from the due date for payment at a rate of 10% per annum above the base lending rate of Barclays Bank PLC, accruing daily and compounded quarterly, whether before or after judgment. The Supplier may also claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

13. Restrictive Covenants

13.1 The Customer shall not, without the prior written consent of the Supplier, at any time during the term of this Agreement and for a period of 12 months following completion of the Services and Deliverables, directly or indirectly:

(a) solicit, entice away, or attempt to solicit or entice away from the Supplier any employee, agent, or subcontractor engaged in the provision of the Services; or
(b) employ or engage, or attempt to employ or engage, any such person in any capacity.

13.2 Any consent granted by the Supplier under clause 13.1 shall be conditional upon the Customer paying to the Supplier a fee equal to the greater of:

(a) 50% of the then-current annual gross remuneration of the relevant employee or subcontractor; or
(b) 50% of the annual gross remuneration proposed to be paid by the Customer to that individual.

14. Termination

14.1 This Agreement shall terminate automatically upon completion of the Services and Deliverables in accordance with the Quotation.

Without prejudice to any other rights or remedies available to either party, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any term of this Agreement and (if such breach is remediable) fails to remedy it within 30 days of being notified in writing to do so;
(b) an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order;
(c) an administrator is appointed over the other party, or documents are filed with a court for such appointment, or notice of intention to appoint an administrator is given;
(d) a receiver or manager is appointed over any of the other party’s assets, or any person takes possession of or sells such assets;
(e) the other party makes any arrangement or composition with its creditors, or applies to a court for protection from its creditors;
(f) the other party ceases, or threatens to cease, to trade;
(g) there is a change of control of the other party (as defined in section 574 of the Capital Allowances Act 2001); or
(h) the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.

14.2 Upon termination of this Agreement for any reason:

(a) the Customer shall immediately pay all outstanding invoices and interest. In respect of Services, Subscriptions, Agreements, or Systems supplied but not yet invoiced, the Supplier may issue an invoice, which shall be payable immediately upon receipt;

(b) the Customer shall immediately return all of the Supplier’s Equipment and Pre-existing Materials. If any payments remain outstanding, the Customer shall also return all Deliverables. If the Customer fails to do so, the Supplier may, without notice, enter the Customer’s premises to recover such items or suspend access to any systems or platforms. The Customer shall remain solely responsible for their safekeeping until returned or repossessed;

(c) the Supplier shall be entitled to withhold the release of any Deliverables, Pre-existing Materials, or associated Intellectual Property until all outstanding sums have been paid in full;

(d) termination shall not affect any accrued rights or liabilities of either party, nor any provision of this Agreement which is expressly or by implication intended to survive termination.

15. Force Majeure

The Supplier shall not be liable for any failure or delay in performing its obligations under this Agreement where such failure or delay results from any cause beyond its reasonable control. This includes, but is not limited to: strikes, lock-outs or other industrial disputes (whether involving the Supplier’s workforce or any other party), failure of a utility service or transport network, act of God, pandemic or epidemic, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, or default of suppliers or subcontractors.

16. Variation

No variation of this Agreement, including any variation to these Conditions or the Quotation, shall be valid unless it is made in writing and signed by or on behalf of both parties.

17. Waiver

17.1 A waiver of any right or remedy under this Agreement shall only be effective if given in writing and shall apply only to the party to whom it is addressed and for the specific circumstances for which it is given.

17.2 Unless expressly stated otherwise, the rights and remedies provided under this Agreement are cumulative and do not exclude any rights or remedies provided by law.

18. Severance

18.1 If any provision (or part of a provision) of this Agreement is found by any court or competent authority to be invalid, unenforceable, or illegal, the remaining provisions shall remain in full force and effect.

18.2 If any invalid, unenforceable, or illegal provision would be valid, enforceable, or legal if some part of it were deleted or modified, that provision shall apply with such modification as is necessary to make it valid, enforceable, and legal.

18.3 If clause 18.2 does not apply, the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that, to the greatest extent possible, achieves the intended commercial result of the original provision. The obligations of the parties under any invalid or unenforceable provision shall be suspended while such negotiations are ongoing.

19. Status of Pre-Contractual Statements

19.1 Each party acknowledges and agrees that, in entering into this Agreement, it does not rely on any undertaking, promise, assurance, statement, representation, warranty, or understanding (whether oral or written) of any person (whether a party to this Agreement or not) relating to the subject matter of this Agreement, except as expressly set out in this Agreement.

19.2 These Conditions and the Quotation constitute the entire agreement between the parties and supersede all prior agreements, understandings, and arrangements, whether oral or written, relating to the subject matter of this Agreement.

20. Assignment

20.1 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract, or otherwise deal in any manner with any of its rights or obligations under this Agreement.

20.2 The Supplier may at any time assign, transfer, charge, subcontract, or otherwise deal in any manner with any or all of its rights or obligations under this Agreement.

21. No Partnership or Agency

Nothing in this Agreement shall be construed as creating a partnership, joint venture, or agency relationship between the parties. Neither party shall have authority to act on behalf of, bind, or represent the other party in any way, unless expressly authorised in writing.

22. Rights of Third Parties

This Agreement is made solely for the benefit of the parties to it and, where applicable, their respective successors and permitted assigns. It is not intended to confer any rights on any third party, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

23. Notices

Any notice required to be given under this Agreement shall be in writing and shall be delivered personally, or sent by pre-paid first-class post or recorded delivery, to the address or contact person specified in this Agreement or the Quotation (or such other address or contact as may be notified in writing).

A notice shall be deemed to have been received:

(a) if delivered personally, at the time of delivery;

(b) if sent by pre-paid first-class post or recorded delivery, 48 hours after posting;

(c) if delivery occurs outside business hours (09:00 to 17:30, Monday to Friday on a business day), it shall be deemed received at 09:00 on the next business day.

(d) Proof of posting or delivery shall be sufficient evidence of service.

24. Governing Law and Jurisdiction

24.1 This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by and construed in accordance with the laws of England and Wales.

24.2 The parties irrevocably agree that 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 or its subject matter.

24.3 In the event of a dispute, the parties shall first attempt to resolve the matter through good faith negotiations. If unresolved within 30 days, the matter shall be escalated to senior management before any legal proceedings are initiated.

25. Environmental Commitment and Obligations

25.1 The Supplier is committed to the continual improvement of its environmental performance, with the aim of minimising environmental impact and pollution across all aspects of its service delivery. Resource efficiency is a core operational principle.

25.2 The Supplier promotes the use of durable, upgradeable, and environmentally responsible hardware. Equipment is sourced and recommended based on its suitability for long-term use in the intended environment, thereby reducing resource consumption and environmental impact. Where requested, the Supplier can provide equipment with low environmental impact across its lifecycle — including manufacture, usage, and disposal — which may also reduce the Customer’s energy consumption and associated costs.

25.3 The Supplier actively reduces its carbon footprint by promoting remote working, utilising tele- and video-conferencing, and streamlining logistics to minimise transportation distances for hardware deliveries.

25.4 The Supplier has identified its significant environmental impacts and has implemented monitoring and control measures to manage and improve them. Regular third-party audits are conducted to ensure compliance with applicable environmental legislation and standards.

25.5 As a distributor of more than 32 kg of portable batteries annually to end users, the Supplier accepts the return of waste portable batteries from Customers at no charge, in accordance with applicable regulations. The Customer must notify the Supplier in writing to arrange such returns. This obligation to notify is solely to enable the Supplier to meet its own legal obligations and does not transfer any environmental liability to the Customer.

25.6 The Customer shall remain solely responsible for the disposal of all Waste Electrical and Electronic Equipment (WEEE) in accordance with applicable environmental legislation.

Microcomms Success Stories

“It was great to have you and your team on site to install the equipment. You did a great job, both in making everything work, but also in handling a very difficult situation with sense of urgency and reassurance. I am impressed.
Your effort is highly appreciated.
”.


, Reckitt Vienna

“Microcomms provide us with fantastic on-site and remote support. Nothing is ever too much trouble and all issues are dealt with quickly and efficiently. They have provided strategic insight into improving our infrastructure as well as maintaining our provision on a daily basis, always ensuring education and pupil's best interests are at the forefront of all actions.”.

Adam Anderson
Head Teacher, Ludgvan Primary School

“Microcomms epitomizes partnership, collaboration, clarity and support. During our most recent project there were a number of challenges that we needed to overcome in order to deliver our project on time and within budget. Microcomms went above and beyond, expanded their remit and reach for their role of Project Support and Management to assist in finding the best possible solutions and possibilities to ensure our project was delivered. The service and offering was nothing shor”.

Aki Kardamilakis
Head of IT and D, Reckitt South Africa

“Aaron and his associates were wonderful to work with during all phases of opening up our new office! They were informative and took the time to explain how some of the new technology worked (in “layman’s terms”) with patience and hands on demonstrations. The team followed up with notes afterwards and was very thorough and never failed to address any questions or issues we had even after they departed. Super personable as well, they felt like family before they left! Enjoyed working with them! ”.

Jodi Lightner
Office Coordinator, Reckitt Rogers, AR

“We continue to be impressed by Microcomms’ know how, expertise and professional yet down to earth and pragmatic style. Consultancy projects are well managed and I’d recommend their services to anyone.”.

Julian Holmes
IT Manager, Coodes Solicitors

“In our sporting hospitality business, customers expect great WiFi as well as fantastic golf. Microcomms have helped us meet our clients high expectations and ensure that visitors coming to Trevose have an all-round excellent experience. The team have worked really hard across all areas and we’re very happy with the service we’ve had.”.

Nick Gammon
Managing Director, Trevose Golf & Country Club

“There aren’t many Cornwall-based companies that can claim to have hands on experienced providing network connectivity to a Malaysian hut in the middle of a rainforest!”.

Nick Argent
ICT Manager, The Eden Project


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