Version 1.1 · Effective date: 5 November 2026
These Terms of Business (“Terms”) apply to every quotation, order and agreement under which INNAVISTA LTD, a company registered in England and Wales with company number 17318687 and registered office at 66 Paul Street, London, England, EC2A 4NA (“INNAVISTA”, “we”, “us”), supplies hardware, software development, consulting, market research or maintenance services to a customer (“Customer”, “you”).
Part A applies to all supplies. Part B applies to hardware. Part C applies to software development, consulting and research services. Part D applies to Lifecycle Care maintenance services.
CONTENTS
PART A — GENERAL TERMS
1. APPLICATION OF THESE TERMS
These Terms apply to the exclusion of any terms the Customer seeks to impose or incorporate, including terms on a purchase order, unless expressly agreed in writing by an authorised representative of INNAVISTA.
2. BUSINESS CUSTOMERS ONLY
We contract only with businesses, public bodies and other organisations acting for purposes relating to their trade, business or profession. We do not sell to consumers.
3. QUOTATIONS, ORDERS AND CONTRACTS
A quotation is valid for the period stated in it or, if no period is stated, for 14 days. Hardware prices and availability depend on manufacturer pricing, stock and exchange rates and may change until the order is accepted.
A contract is formed when we confirm the Customer’s order in writing or begin performance (“Contract”). Each Contract consists of the order confirmation, any proposal, statement of work or service schedule (“Order Document”) and these Terms. If there is a conflict, the Order Document prevails over these Terms.
4. PRICES AND PAYMENT
Unless the Order Document states otherwise:
prices are stated in pounds sterling and exclude VAT, duties and other taxes, which the Customer pays in addition at the applicable rate;
hardware is payable in full before dispatch, project services are invoiced according to the milestones in the Order Document, and monthly services and maintenance are invoiced in advance;
invoices are payable within 14 days of the invoice date by bank transfer to the account shown on the invoice;
payments must be made from an account held in the Customer’s own name, and we do not accept cash or payments from third parties;
we never change our bank details by email alone, so please verify any request to change payment details by telephone before paying;
if payment is late, we may charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998 and suspend performance until payment is received.
5. CUSTOMER RESPONSIBILITIES
The Customer will provide accurate information, timely decisions and the access to systems, premises and personnel reasonably required, and will ensure that its environment meets the requirements we notify. We are not liable for delays caused by the Customer and may charge reasonable additional costs resulting from them.
6. SUBCONTRACTING
We may use selected subcontractors, engineering partners and logistics partners to perform a Contract. We remain responsible for their performance as if it were our own.
7. CONFIDENTIALITY
Each party will keep the other party’s confidential information confidential and use it only to perform or receive the Contract. This obligation does not apply to information that is public, already known to the recipient, independently developed or required to be disclosed by law, and it continues for five years after the Contract ends. We are happy to sign a separate non-disclosure agreement on request.
8. DATA PROTECTION
Each party will comply with the UK GDPR and the Data Protection Act 2018. Our Privacy Notice explains how we process personal data as a controller. Where we process personal data on the Customer’s behalf, the parties will enter into a data processing agreement that meets the requirements of Article 28 of the UK GDPR.
9. COMPLIANCE
Each party will comply with applicable anti-bribery laws, including the Bribery Act 2010, with the Modern Slavery Act 2015 and with applicable sanctions and export control laws. All supplies are subject to our Export Control & Sanctions Policy. We may refuse, suspend or cancel any order without liability where proceeding could breach those laws.
10. LIMITATION OF LIABILITY
Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for breach of the terms implied by section 12 of the Sale of Goods Act 1979, or for any other liability that cannot be limited or excluded by law.
Subject to the paragraph above, we are not liable for any loss of profit, revenue, business, goodwill, anticipated savings or data, or for any indirect or consequential loss.
Subject to the paragraphs above, our total liability arising under or in connection with each Contract, whether in contract, tort (including negligence) or otherwise, is limited to the total charges paid or payable under that Contract in the 12 months before the event giving rise to the claim. The Customer is responsible for keeping appropriate backups of its data.
11. FORCE MAJEURE
Neither party is liable for delay or failure caused by events beyond its reasonable control, including manufacturer or carrier delays, component shortages, power or network failures, epidemics, industrial action, war, sanctions or acts of government. If such an event continues for more than 60 days, either party may terminate the affected Contract by written notice.
12. TERMINATION
Either party may terminate a Contract immediately by written notice if the other party commits a material breach that is not remedied within 14 days of being notified, or becomes insolvent or ceases to trade. On termination, the Customer will pay for goods delivered and services performed up to the termination date and for any non-cancellable commitments we have made.
13. GENERAL
The following general provisions apply to every Contract:
changes to a Contract are effective only if agreed in writing by both parties;
notices must be sent by email to the address stated in the Order Document or, for INNAVISTA, to hello@innavista.com;
neither party may assign a Contract without the other’s written consent, except that we may assign our right to receive payment;
if any provision is held invalid, the remaining provisions remain in force;
no third party has any right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999;
these Terms and each Contract, and any dispute arising from them, are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
14. CHANGES TO THESE TERMS
We may update these Terms from time to time. The version in force when a Contract is formed applies to that Contract.
PART B — HARDWARE SUPPLY
15. DESCRIPTION AND CONDITION
Each quotation states whether an item is new or refurbished, its specification and any manufacturer warranty. Refurbished items are tested by INNAVISTA before dispatch and may show minor cosmetic signs of previous use that do not affect performance. Images on our website are for illustration only.
16. DELIVERY
17. RISK AND OWNERSHIP
Risk in the goods passes to the Customer in accordance with the Incoterms® 2020 rule stated in the quotation or order confirmation. Unless otherwise agreed, for deliveries within the United Kingdom risk passes when the goods are delivered to the agreed delivery address, and for international deliveries on DAP or DDP terms risk passes when the goods are placed at the Customer’s disposal on the arriving means of transport, ready for unloading, at the named place of destination. Unloading at the named place is the Customer’s responsibility unless otherwise agreed. Ownership passes only when we have received payment in full. Until then, the Customer holds the goods on our behalf, must keep them identifiable and insured, and we may recover them if payment is overdue.
18. WARRANTY AND RETURNS
Warranty cover, claims and returns are governed by our Warranty Policy. Except as set out in the Warranty Policy and the Order Document, all warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law.
19. DATA ON EQUIPMENT
The Customer must remove or securely erase its data before returning any equipment to us. Storage media in refurbished equipment supplied by us are securely erased before dispatch.
20. EXPORT
If the Customer intends to export or re-export the goods, it is responsible for obtaining any required licences and for complying with our Export Control & Sanctions Policy.
PART C — SOFTWARE, CONSULTING AND RESEARCH SERVICES
21. SCOPE AND CHANGES
Services are described in the Order Document. Changes to scope, timeline or deliverables are agreed through a written change request and may affect charges and delivery dates.
22. ACCEPTANCE
Where the Order Document provides for acceptance, the Customer will review each deliverable within 10 business days of delivery and notify any material non-conformity in writing. A deliverable is accepted if no such notice is given within that period or if it is used in live operation.
23. INTELLECTUAL PROPERTY
On payment in full, intellectual property rights in bespoke deliverables created specifically for the Customer transfer to the Customer. We retain our pre-existing materials, tools, libraries and know-how and grant the Customer a non-exclusive, perpetual licence to use them as incorporated in the deliverables. Third-party and open-source components remain subject to their own licence terms.
24. SERVICE STANDARDS
We perform services with reasonable skill and care and in accordance with good industry practice. We will correct, at no extra charge, any defect in bespoke software that is notified within 30 days of acceptance. Consulting and market research outputs reflect the information available at the time and do not guarantee any commercial result.
25. DEDICATED TEAM AND RETAINER ENGAGEMENTS
Dedicated team and retainer services continue for the minimum term stated in the Order Document and afterwards until either party terminates them on 30 days’ written notice.
PART D — LIFECYCLE CARE MAINTENANCE
26. COVERED EQUIPMENT
Lifecycle Care covers the equipment listed in the Order Document following a successful equipment audit. Equipment added later is covered from the date we confirm it in writing.
27. SERVICE LEVELS
Support hours, service levels and response times are those stated in the Order Document for each item of equipment. Response times run from the logging of a fault with the information reasonably required and begin with remote diagnosis. On-site attendance, provided directly or through our engineering partners, is arranged where a fault cannot be resolved remotely, at the locations set out in the Order Document.
28. FIRST-TIME FIX GUARANTEE
The First-Time Fix Guarantee applies to every Lifecycle Care contract. Where a covered hardware fault is not resolved on the first on-site visit, we will credit one month of maintenance charges for the affected device and, where remote monitoring is included in the Order Document for that device, one month of monitoring charges for it. This credit is the Customer’s sole remedy for failure to meet the guarantee.
29. EXCLUSIONS
Unless the Order Document states otherwise, Lifecycle Care does not cover:
faults caused by misuse, accident, unauthorised modification, environmental conditions or power events;
consumables and cosmetic damage;
software, firmware and operating systems;
equipment moved to a location not agreed with us;
data recovery.
30. TERM AND RENEWAL
Lifecycle Care contracts run for the initial term stated in the Order Document and renew for successive 12-month periods unless either party gives at least 30 days’ written notice before the end of the current term.
31. CONTACT
Questions about these Terms can be sent to hello@innavista.com or to INNAVISTA LTD, 66 Paul Street, London, England, EC2A 4NA.