terms & conditions

Terms and Conditions of Equipment and Services Supplies.

1. Introduction
1. 1.1. We are one of the most established names within the industry, having been in operation since 1973. In this time, we have become a trusted provider of audio-visual solutions to organisations across the UK.
2. 1.2. Our telephone number is 01422 310193
3. 1.3. Our email address is info@rocheav.co.uk
4. 1.4. Roche AV Pro is a trading name of Julian Roche Associates a company registered in England and Wales under number 01120850 whose registered office is at Ainleys Industrial Estate, Elland, West Yorkshire, HX5 9JP.
5. 1.5. We are ISO9001 and ISO14001 Certified along with been CHAS accredited as well as others

2. Application and Entire Agreement
2.1. These Terms and Conditions apply to the services detailed in our quotation (Products & Services) by Roche AV Pro to the business or person buying the services.
2.2. You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions and our quotation (the contract) are the entire agreement between us unless otherwise expressly agreed in writing and commencement of the services (project works).
2.3. You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3. Interpretation
3.1. ‘A business day’ means any day other than a Saturday, Sunday or Bank Holiday in England and Wales.
3.2. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
3.3. Words imparting the singular number shall include the plural and vice-versa.

4. Services
4.1. We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation, including and specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and will notify you if this is necessary.
4.2. We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.
4.3. All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise

5. Your Obligations
5.1. You must obtain any permissions, consents or otherwise that we need and must give access to any and all relevant information, materials, properties and any other matters which we need to provide the Services.
5.2. If you do not comply with the above clause 5.1, we can terminate the Services.
5.3. We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (your obligations).

6. Fees & Deposits
6.1. The Fees for the services are set out in the quotation and are on a time and material basis.
6.2. In addition to the Fees, we can recover from you a) reasonable incidental expenses including but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, b) the cost of services provided by third parties and required by us for the performance of the Services, and c) the cost of any materials required for the provision of the Services.
6.3. You must pay us for any additional services provided by us that are not specified in the quotation in accordance with our then current, applicable daily rate in effect at the time of performance or such other rate as may be agreed between us, The provision of clause 6.2 also apply to these additional services.
6.4. The Fees are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
6.5. You must pay a Deposit as detailed in the quotation at the time of accepting the quote unless otherwise stated.
6.6. If you do not pay the Deposit to us according to the clause above, we can either withhold provision of the Services until the deposit is received or can terminate under the clause below (Termination).
6.7. The deposit is non-refundable unless we fail to provide the Services and are at fault for such failure (where the failure is not our fault, no refund will be made).

7. Payment
7.1. We will invoice you for payment for the Fees either:

(a) When we have completed the Services; or
(b) On the invoice dates (stage payments) set out in the quotation

7.2. You must pay the Fees due within 30 days of the date of our invoice or otherwise in accordance with any credit terms agreed between us.
7.3. Time for payment shall be of the essence of the contract.
7.4. Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of x% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.
7.5. All payments under these Terms and Conditions must be made in full without any deduction or withholding payment of any such amount in whole or in part unless prior written agreement to withhold a retainer.
7.6. If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with you.
7.7. Receipts for payment will be issued by us only at your request.
7.8. All payments must be made in British Pounds.

8. Sub-Contracting and assignment
8.1. We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner or all our obligations to any third party.
8.2. You must not, without prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.

9. Warranty
9.1. All systems parts and labour are subject to 12 months warranty unless otherwise stated.

10. Cancellation & Returns
10.1. We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have not been started, within a period of 14 days from the date of the quotation, (unless the quotation has been withdrawn).
10.2. Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation).
10.3. Once your order has been received, time will be scheduled in for the installation. If you need to cancel the install, xx weeks’ notice needs to be provided to avoid a charge (£xxx amount) due to lost scheduled time.
10.4. If you want to amend any details of the Services you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you.
10.5. If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party’s control), we have to make any change in the services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.
10.6. If for any reason you wish to exchange a product after you have placed an order but before your project has begun this can be done via a change order depending on project start date and lead time of the replacement product.
10.7. Any supply only equipment can be returned within 14 days from the date of purchase if in perfect working order, boxed with all accessories and in resaleable condition. This needs to be through the customer services team on 01422 310193 or email support@rocheav.co.uk. You will be issued with a PID reference number and then the product can be arranged to be returned which is at your cost.
10.8. Any returns or exchanges outside the 14 days period maybe subject to a restocking fee typically 15% of the value of the product but will be confirmed with the customer services team.
10.9. Returned items once received will be inspected to ensure it has been returned in full working order and in a resaleable condition prior to a refund been issued.

11. Termination

We can terminate the provision of the Services immediately if you:

11.1. Commit a material breach of your obligations under these Terms and Conditions; or
11.2. Fail to pay any amount due under the Contract on the due date for payment; or
11.3. Are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
11.4. Enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986 or any other scheme or arrangement is made with its creditors; or
11.5. Convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administer or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors by a qualifying floating charge holder (as defined in para. 14 of schedule B1 of the Insolvency Act 1986), a resolution is passed of petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.

12. Intellectual Property
12.1. We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.

13. Liability and Indemnity
13.1. Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this section.
13.2. The total amount of our liability is limited to the total of Fees payable by you under the contract.
13.3. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the services or the performance of any of our obligations under these Terms and Conditions or the quotation for:

a) Any indirect, special or consequential loss, damage, costs, or expenses or;
b) Any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or other third-party claims; or
c) Any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
d) Any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or
e) Any losses arising directly or indirectly from the choice of services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.

13.4. You must indemnify us against all damages, costs, claims, and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees,
13.5. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.

14. Data Protection
14.1. When supplying the Services to the Customer, the Service Provider may gain access to and/or acquire the ability to transfer, store or process personal data of employees for the Customer.
14.2. The Parties agree that where such processing of personal data takes place, the Customer shall be the ‘data controller’ and the Service Provider shall be the ‘data processor’ as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.
14.3. For the avoidance of doubt, ‘Personal Data’, Processing, Data Controller’, and Data Subject’ shall have the same meaning as in the GDPR.
14.4. The Service Provider shall only Process Personal Data to the extent reasonably required to enable it to supply the Services as mentioned in these terms and conditions or as requested by and agreed with the Customer, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or for any third party’s purposes.
14.5. The Service Provider shall not disclose Personal Data to any third parties other than employees, directors, agents, sub-contractors or advisors on a strict ‘need to know’ basis and only under the same (or more extensive) conditions as set out in these terms and conditions or to the extent required by applicable legislation and/or regulations.
14.6. The Service Provider shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by the Service Provider on behalf of the Customer.
14.7. Further information about the Service Provider’s approach to data protection are specified in its Data Protection Policy, which can be found on our website.

15. Circumstances Beyond a Party’s Control
15.1. Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited toL industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.

16. Communications
16.1. All notices under these Terms and Conditions must be in writing and signed, or on behalf of, the party giving notice (or a duly authorised officer of that party).
16.2. Notices shall be deemed to have been duly given:

17.1. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.
18. Severance
18.1. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed form the remainder of these Terms and Conditions (which will remain valid and enforceable).

19. Law and Jurisdiction
19.1. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh Courts.