Terms and Conditions
Spark Innovation Group Limited
Terms & Conditions
1. Application and Entire Agreement
These Terms and Conditions apply to the purchase of the goods detailed in our quotation (“Goods”) by the buyer (“you” or “Customer”) from Spark Innovation Group Limited, company number 14917066, of Innovation House, 11 North Street, Pewsey, Wiltshire, SN9 5ES (“we”, “us” or “Supplier”).
These Terms and Conditions are deemed accepted by you when you accept the quotation, accept these Terms, or on any delivery of the Goods, whichever occurs first. These Terms and the quotation form the entire agreement (“Contract”) between us, excluding any other terms you seek to impose.
2. Interpretation
A “business day” means any day except Saturdays, Sundays or UK bank holidays.
Headings do not affect interpretation.
Words in the singular include the plural and vice versa.
3. Goods
Descriptions of the Goods in our sales documentation are for guidance only and do not form part of the Contract unless expressly confirmed in writing.
We may amend specifications where necessary to comply with statutory or regulatory requirements.
4. Price
The price (“Price”) is as set out in our quotation or as otherwise agreed in writing.
We may increase the Price due to factors beyond our control (such as material costs, labour costs, exchange rates, duties or delivery rates). Any increase will only occur after notification to you.
Discounts are at our discretion.
The Price excludes packaging, delivery, VAT and any other applicable taxes.
5. Cancellation and Alteration
Goods described in our sales materials are not a contractual offer.
Quotations remain valid for 7 days unless withdrawn earlier.
Either party may cancel prior to acceptance of the quotation.
6. Payment
We may invoice you:
- on or after delivery of the Goods; or
- at any time after notifying you that the Goods are ready for collection; or
- if you delay delivery or installation, once Goods are available for dispatch or installation.
Payment is due within 7 days of the invoice date unless agreed otherwise.
You must pay the Price even if installation or commissioning has not yet taken place.
If you fail to pay on time, we may suspend deliveries and charge interest at 8 percent per annum above the Bank of England base rate.
Payment is in British Pounds unless agreed otherwise.
All payments must be made in full without deduction, withholding, set-off or counterclaim.
7. Delivery
We will deliver the Goods to the address in your quotation unless agreed otherwise. If no address is given, you must collect the Goods.
Delivery may take place between 8am and 8pm. You must accept delivery during these times.
If you fail to take delivery, we may:
- store the Goods and charge related costs (including transport and insurance); and/or
- arrange redelivery and charge related costs; and/or
- after 10 business days, resell or dispose of the Goods and charge you for any shortfall.
Delivery dates are estimates only. We are not liable for delays caused by events outside our control or your failure to provide required information or instructions.
We may deliver by instalments. Each instalment is a separate contract.
8. Customer Responsibilities
The Customer must ensure that all preparations, information, access and site conditions are in place to enable the Supplier to deliver, install and commission the Goods without delay. These responsibilities include, but are not limited to, the following:
8.1 Access and Installation Readiness
The Customer must ensure that:
- all installation areas are accessible, safe and ready;
- the Supplier has full and uninterrupted access during agreed dates and times;
- all permissions, inductions, security clearances and access arrangements are completed beforehand;
- required rooms, equipment or systems are available during scheduled works.
If the Customer cancels or reschedules an installation or commissioning visit with less than 72 hours’ notice, the Supplier may charge a stand-down fee equivalent to a full day of engineer time per engineer, plus travel or accommodation costs already incurred.
If the Supplier attends site and installation cannot proceed due to Customer delay or lack of readiness, the same stand-down fee applies..
8.2 Installation Window
The Customer must schedule and complete installation within 60 days of quotation acceptance or invoice date (whichever is earlier), unless agreed otherwise in writing.
If installation is delayed beyond 60 days due to Customer delay, the Supplier may:
- treat the Goods as delivered for invoicing purposes;
- charge reasonable storage, administrative or logistical costs;
- reschedule installation subject to stand-down or additional charges.
8.3 Customer Dependencies
The Customer must ensure all technical and environmental prerequisites are met, including but not limited to:
- adequate power supply and WiFi/network connectivity;
- any nurse call or environment-related prerequisites;
- access to third-party systems required for integration;
- a stable, safe and unobstructed environment.
Delays caused by the Customer do not relieve the Customer of payment obligations. The Supplier is not liable for reduced performance arising from unmet dependencies.
8.4 Provision of Information
The Customer must provide all requested site information, floor plans, room lists, WiFi details, network information, installation contacts or documentation within 10 business days of request.
Failure to do so may result in delay or additional charges.
8.5 Internet Connectivity and Resilience
Some Goods rely on a stable internet connection.
The Customer is responsible for ensuring adequate and reliable internet connectivity at all relevant locations.
The Customer is strongly advised to maintain a backup or secondary internet connection to minimise operational disruption. The Supplier can quote for this on request. Providers can also be found at: https://www.openreach.com/fibre-broadband
The Supplier is not liable for any interruption or reduced performance caused by insufficient or unstable internet connectivity or lack of a fallback connection.
8.6 Use, Care and Maintenance
The Customer must follow all written or verbal instructions regarding the storage, installation, operation and maintenance of the Goods. The Supplier is not liable for issues arising from misuse, neglect, alteration or failure to follow instructions.
9. Software Subscriptions
Software subscriptions commence on the earlier of:
- installation of the Goods;
- commissioning of the Goods;
- 30 days from the invoice date.
Subscription charges remain payable regardless of Customer delays in installation or commissioning.
10. Non-Returnable Goods
Goods are supplied to order and are non-returnable unless defective.
11. Inspection and Acceptance of Goods
You must inspect the Goods on delivery.
Damage or shortages must be reported within 3 days of delivery.
Returned Goods will only be accepted where they are defective and, if required, inspected by us.
You bear the cost and risk of returning Goods.
Acceptance occurs upon inspection or within 4 days of delivery, whichever is sooner.
12. Risk and Title
Risk passes on delivery.
Title passes only when full payment is received.
Until title passes, you must store the Goods safely, keep them identifiable and insured, and act as bailee.
The Supplier may require you to return the Goods or may enter your premises to recover them if payment is not made.
13. Termination
We may terminate the Contract if you commit a material breach, become insolvent, or similar events occur.
14. Limitation of Liability
Our liability is limited to the Price paid.
We are not liable for indirect or consequential losses, loss of profit, data, business, or delays outside our control.
Nothing excludes liability for death or personal injury caused by negligence, fraud or where exclusion would be unlawful.
15. Communications
Notices must be in writing and sent by courier, email, fax or post. They are deemed delivered as follows:
- courier: when delivered
- email/fax: when successfully transmitted
- ordinary mail: 5 business days
- airmail: 10 business days
16. Data Protection
Where we process personal data on your behalf, you are the controller and we are the processor. Data will only be processed as required to provide the Goods. We will maintain appropriate security measures.
Data enquiries: nadia.morris@sparkinnovationgroup.co.uk
17. Circumstances Beyond Control
Neither party is liable for events beyond reasonable control.
18. No Waiver
Failure to enforce a right does not constitute a waiver.
19. Severance
If any provision is found invalid, the rest remain enforceable.
20. Law and Jurisdiction
These Terms are governed by the laws of England and Wales.
The courts of England and Wales have exclusive jurisdiction.