Last updated: 12 August 2026

1. About us and these Terms

1.1 These Standard Terms & Conditions of Sale and Supply ("Terms") apply to contracts under which Ingenso Limited supplies goods, services, hire equipment, subscriptions, digital content or other products.

Ingenso Limited

Company number: 03920463

Registered office: Unit 4 Herne Business Park, The Links, Herne Bay, Kent CT6 7FE, United Kingdom

1.2 Ingenso Limited trades under a number of trading names and styles, including Nationwide Radio Supplies. Regardless of the trading name or style through which an order is placed, the contracting legal entity is Ingenso Limited unless expressly stated otherwise.

1.3 In these Terms:

"we", "us", "our" or "Ingenso" means Ingenso Limited;

"you" or "Customer" means the person or organisation purchasing, hiring or otherwise agreeing to receive Products from us;

"Consumer" means an individual acting for purposes wholly or mainly outside that individual's trade, business, craft or profession;

"Business Customer" means any Customer who is not a Consumer, including a company, partnership, sole trader acting for business purposes, school, academy, college, university, charity, club, association, public authority or other organisation;

"Goods" means physical goods supplied by us, including new, used, refurbished and pre-owned goods;

"Services" means services supplied by us, including labour, installation, engineering, configuration, programming, commissioning, repair, maintenance, technical support, training, consultancy, site surveys, system design, frequency planning and licensing assistance;

"Digital Content" means data produced and supplied in digital form;

"Subscription Service" means a service supplied for a recurring or fixed contractual period, including SIM, connectivity, PoC, software, airtime or other subscription services;

"Hosted Services" means hosting, server storage, cloud, software-as-a-service or other remotely provided computing, software or storage services;

"Hire Equipment" means equipment supplied temporarily by us under a hire, rental, trial, demonstration, loan or similar arrangement, whether or not a separate hire charge is payable;

"Hire Period" means the period during which Hire Equipment is supplied to the Customer;

"Products" means, as appropriate, Goods, Services, Digital Content, Subscription Services, Hosted Services, Hire Equipment or any combination of them;

"Contract" means the contract between you and us for the supply of Products;

"Order Confirmation" means our communication confirming that we have accepted your order; and

"Service Terms" means any additional terms, service schedule, licence terms or other conditions expressly identified as applying to a particular Product.

1.4 References to legislation include that legislation as amended, extended or re-enacted from time to time.

2. When these Terms apply

2.1 These Terms apply to Products supplied by Ingenso Limited unless we expressly agree otherwise in writing.

2.2 They apply regardless of how an order is placed, including through a website or online store, telephone, email, WhatsApp or another agreed electronic communication method, quotation, purchase order, in person, or another sales channel we agree to use.

2.3 Additional Service Terms may apply to particular Products, including subscriptions, software, hosting, managed services, maintenance, hire, warranties and specialist services. We will identify applicable additional terms where appropriate before the relevant Contract is formed.

2.4 If we expressly agree special terms for a particular Contract, those special terms take precedence over these Terms to the extent of any inconsistency.

2.5 If a Product is subject to specific Service Terms, those Service Terms take precedence over these Terms to the extent of any inconsistency.

2.6 Nothing in these Terms affects any statutory rights a Consumer has which cannot lawfully be excluded, restricted or varied.

Business Customers' purchase orders and terms

2.7 If you are a Business Customer, any terms or conditions contained in or referred to in a purchase order, procurement system, order form, acknowledgement or other document issued by you shall not form part of the Contract unless we expressly agree to them in writing.

2.8 This includes, without limitation, terms relating to payment periods, discounts, delivery, acceptance, warranties, liability, indemnities, intellectual property, termination or governing law.

2.9 Our acceptance or use of a purchase order number, processing of an order, delivery of Products, submission of an invoice, or use of a Customer's procurement or invoicing system does not by itself constitute acceptance of the Customer's terms or any alternative payment terms stated by the Customer.

2.10 Where we expressly agree in writing that particular Customer terms apply to a Contract, those terms apply only to the extent expressly agreed.

3. Business Customers and Consumers

3.1 Certain provisions apply differently depending on whether you are a Consumer or Business Customer. Where relevant, we identify the distinction.

3.2 If you place an order on behalf of a business, school, charity, club, public authority or other organisation, you confirm that you have authority to bind that organisation.

3.3 Nothing in these Terms excludes or restricts statutory rights available to Consumers which cannot lawfully be excluded or restricted.

4. Product information

4.1 We take reasonable care to ensure that Product descriptions, specifications, photographs, illustrations and other information are accurate.

4.2 Product images are illustrative. Colours, appearance, packaging and minor details may vary, and manufacturers may change specifications or packaging.

4.3 We may make changes necessary to comply with applicable law or regulatory requirements, or which do not materially adversely affect the Product's principal functionality or quality.

4.4 If a material specification changes after you order but before we accept or fulfil the order, we will take reasonable steps to inform you where appropriate.

4.5 Nothing in this section limits a Consumer's statutory rights.

5. Used, refurbished and pre-owned Goods

5.1 We may sell Goods described as used, refurbished, reconditioned, pre-owned or similar.

5.2 Such Goods may show reasonable signs of previous use, and their condition, age, packaging and accessories may differ from equivalent new Goods.

5.3 Where appropriate, we will describe material known differences in condition or specification.

5.4 Any warranty specifically offered with used or refurbished Goods will be identified in the Product information or Contract.

5.5 The fact that Goods are used, refurbished or pre-owned does not exclude or restrict a Consumer's statutory rights.

6. Quotations

6.1 Unless stated otherwise, a quotation may normally be accepted for 30 days from its date, subject to any price-adjustment provisions stated in the quotation or these Terms.

6.2 A quotation is based upon the costs and information reasonably available to us when it is issued. Unless the quotation expressly states that the price is fixed and guaranteed, we may revise or withdraw it before the Contract is formed if our costs materially change for reasons outside our reasonable control.

6.3 Such changes may include supplier or manufacturer price increases, exchange-rate movements, freight or fuel surcharges, import duties, taxes, tariffs, regulatory charges, or material changes in the cost or availability of components, Products or third-party services.

6.4 If a quoted price changes before we accept your order, we will notify you of the revised price and you may decide whether to proceed.

6.5 Unless expressly stated to constitute an offer capable of acceptance, a quotation is an invitation for you to place an order and does not oblige us to supply the quoted Products.

6.6 Quotations are based upon the scope, quantities, specifications and information available when prepared. If these change, we may issue a revised quotation.

6.7 Where a quotation expressly states that a price is fixed or guaranteed for a specified period, that statement takes precedence over clauses 6.1 to 6.3 to the extent stated.

7. Orders and formation of the Contract

7.1 Your order constitutes an offer to purchase, hire or otherwise obtain Products from us.

7.2 An automated acknowledgement that we have received an order does not constitute acceptance of that order unless it expressly states that the order has been accepted.

7.3 Unless we expressly agree otherwise, we accept your order when we first do any of the following:

• send you an Order Confirmation by email, WhatsApp or another written electronic method;
• dispatch the Goods;
• begin providing the Services;
• activate a Subscription Service, Hosted Service or other service;
• make Hire Equipment available to you or dispatch it; or
• otherwise clearly begin performance of the order in a manner that objectively indicates acceptance.

7.4 The Contract is formed at the point at which acceptance occurs under clause 7.3.

7.5 Where a Business Customer places an order by purchase order and we begin performance without issuing a separate Order Confirmation, the Contract is formed when we begin that performance.

7.6 Where we have issued a quotation or otherwise made these Terms available to you before your order is accepted, the Contract is formed subject to these Terms unless we have expressly agreed otherwise in writing.

7.7 In the case of a Business Customer, any terms or conditions contained in or referred to in a purchase order, procurement system, order form or other Customer document do not form part of the Contract unless we expressly agree to them in writing, in accordance with Section 2.

7.8 Our acceptance or use of a purchase order number, processing of an order, delivery of Products, commencement of Services, submission of an invoice or use of a Customer's procurement or invoicing system does not by itself constitute acceptance of any Customer terms or alternative payment terms.

7.9 We may decline an order before it has been accepted, including because:

• a Product is unavailable;
• payment cannot be authorised;
• we cannot deliver to the requested location;
• legal or regulatory restrictions prevent supply;
• an applicable third-party provider cannot supply the required service;
• there is an obvious pricing or description error;
• our underlying costs have materially changed before acceptance in circumstances permitted by these Terms; or
• we reasonably suspect fraud, misuse or unlawful activity.

7.10 If we cannot accept an order for which you have already paid, we will refund the amount paid for Products we cannot supply.

7.11 Where an order includes several Products or separable elements, we may accept some elements and decline others where reasonably appropriate. A Contract will be formed only in respect of the elements we accept.

7.12 Nothing in this section affects any statutory rights a Consumer has which cannot lawfully be excluded, restricted or varied.

8. Prices and VAT

8.1 Prices may be displayed or quoted exclusive of VAT, inclusive of VAT, or both, and will be labelled accordingly.

8.2 Where VAT applies, it will be charged at the applicable rate.

8.3 Where you are a Consumer, the total price payable, including applicable VAT and other unavoidable charges known to us, will be made clear before you place an online order as required by applicable law.

8.4 Delivery, installation, programming, configuration, licence, administration or other charges may be payable in addition to the Product price. Applicable charges will be communicated before the Contract is formed or calculated according to an agreed basis.

8.5 We take reasonable care to ensure that prices, Product descriptions, specifications, model numbers, part numbers and other information are accurate. However, errors may occasionally occur.

8.6 If we discover a pricing, description, specification, model-number or other material error before we have accepted your order, we may decline the order or notify you of the error and offer you the opportunity to place or proceed with an order on the corrected basis.

8.7 We are not obliged to accept an order at an obviously incorrect price or on the basis of an obvious error merely because an order has been submitted or an automated order acknowledgement has been issued.

8.8 If we discover a material error after a Contract has been formed, we will notify you as soon as reasonably practicable. Where the error is such that it would be unreasonable to require performance on the erroneous basis, we may seek to agree a correction or, where permitted by applicable law, cancel the affected part of the Contract and refund any amount paid for Products which will not be supplied.

8.9 Nothing in this section permits us to substitute materially different Products without your agreement or restricts any statutory rights or remedies available to a Consumer.

Business Customers — cost changes after Contract formation

8.10 Where expressly provided in a quotation, Contract or applicable Service Terms, we may adjust the price payable by a Business Customer before delivery or performance to reflect a material increase in our costs caused by circumstances outside our reasonable control, including supplier price increases, exchange-rate movements, freight or fuel surcharges, import duties, taxes or tariffs.

8.11 Where such an adjustment is material, we will notify the Business Customer as soon as reasonably practicable.

8.12 Clauses 8.10 and 8.11 do not apply to Consumers unless a lawful and transparent price-adjustment mechanism has been expressly agreed and applicable consumer law permits the adjustment.

9. Payment and credit accounts

9.1 Unless we have approved a credit account or expressly agreed otherwise, payment is due using the payment method and at the time specified when the order is placed.

9.2 We may use third-party payment providers.

9.3 Payment is not treated as received until cleared funds have been received by us or our authorised payment provider.

Business credit accounts

9.4 Credit facilities are available only to approved Business Customers and are subject to our authorisation and continuing credit approval.

9.5 Unless we expressly agree otherwise in writing, our standard credit terms are 30 days from receipt of invoice.

9.6 Payment terms stated or referred to in a Customer's purchase order, procurement system, supplier portal or other document do not vary our agreed payment terms unless we expressly accept them in writing.

9.7 Our acceptance of a purchase order, purchase order number or administrative requirement does not constitute acceptance of different payment terms.

9.8 We may set or change a credit limit, withdraw credit facilities or require payment in advance where we reasonably consider this appropriate having regard to creditworthiness, payment history or other relevant circumstances.

9.9 Withdrawal of credit facilities does not retrospectively alter payment terms already contractually agreed for an existing invoice unless otherwise permitted by the Contract or law.

10. Late payment by Business Customers

10.1 This section applies to Business Customers only.

10.2 If an amount is not paid when due, we may exercise rights available under the Late Payment of Commercial Debts (Interest) Act 1998, where applicable, including statutory interest, fixed compensation and reasonable recovery costs.

10.3 We may suspend further supply while undisputed overdue amounts remain unpaid, after giving appropriate notice where required.

11. Availability and third-party supply

11.1 Products are subject to availability.

11.2 Stock information, lead times and expected availability are provided in good faith but may change.

11.3 Products may be supplied or dispatched directly by manufacturers, distributors or other suppliers.

11.4 If a Product becomes unavailable, discontinued, superseded or subject to a material delay, we may offer an alternative or replacement Product.

11.5 We will not substitute a materially different Product without your agreement.

11.6 Where we offer an alternative Product, we will provide sufficient information to enable you to identify the proposed substitution. If you agree to the substitution, the alternative Product will become the Product to be supplied under the Contract.

11.7 We may offer a Product of a higher specification, newer model or greater value than the Product originally ordered without increasing the agreed price. Such a Product will not automatically be treated as equivalent merely because we consider it to be an upgrade, and where the difference is material we will obtain your agreement before substitution.

11.8 A change which does not materially affect the Product's functionality, compatibility, quality, regulatory suitability or other characteristics relevant to its intended use may be made where reasonable, provided that doing so does not reduce a Consumer's statutory rights.

11.9 Where a Product has been ordered for a particular technical, safety-related, regulatory or compatibility requirement, including hazardous-area use, we will not knowingly substitute an alternative which does not meet the requirement communicated to and accepted by us.

11.10 If we are unable to supply the ordered Product and no acceptable alternative is available, we may agree a revised delivery date or cancel the affected part of the Contract and refund any amount paid for Products which will not be supplied, subject to applicable law.

11.11 Nothing in this section restricts any statutory rights or remedies available to a Consumer.

12. Delivery

12.1 We normally deliver within the United Kingdom using our selected carriers. Some Goods may be dispatched directly by suppliers using their own carriers.

12.2 Delivery dates and times are estimates unless we expressly agree that a particular date or time is guaranteed or legally required.

12.3 Where you are a Consumer, we will deliver Goods without undue delay and within any period required by applicable consumer law unless another period has been agreed.

12.4 Nothing in these Terms restricts a Consumer's statutory remedies for late or failed delivery.

12.5 For Business Customers, time for delivery is not of the essence unless expressly agreed otherwise in writing.

12.6 We may make deliveries to Business Customers in instalments where reasonable.

12.7 If a Business Customer fails to take delivery or provide information reasonably required for delivery, we may charge reasonable resulting storage, redelivery and related costs.

13. Risk and ownership of purchased Goods

13.1 If you are a Consumer and we arrange delivery, risk normally passes when the Goods come into your physical possession or that of a person identified by you to take possession on your behalf, subject to applicable law.

13.2 For Business Customers, risk passes on delivery to the location specified in the Contract unless an applicable Incoterm or written agreement provides otherwise.

13.3 For Business Customers, ownership of Goods does not pass until we have received in cleared funds all sums due in respect of those Goods.

13.4 Until ownership passes, the Business Customer must keep the Goods identifiable as our property where reasonably practicable, maintain them satisfactorily and not pledge or charge them as security.

13.5 A Business Customer may resell Goods in the ordinary course of business before ownership passes unless we have notified it otherwise following an event of default.

14. Consumer cancellation rights

14.1 This section applies where a Consumer has a statutory right to cancel a distance or off-premises Contract.

14.2 For most Goods purchased at a distance, a Consumer normally has 14 days after receiving the Goods to notify us of a decision to cancel, subject to statutory exceptions.

14.3 After notifying us, Goods must normally be returned within 14 days, subject to applicable law.

14.4 You may cancel by making a clear statement using the contact details provided by us.

14.5 Unless otherwise agreed or required by law, you are responsible for the direct cost of returning Goods following a change-of-mind cancellation.

14.6 We may make a deduction from a refund where permitted by law if Goods have diminished in value because of handling beyond what is necessary to establish their nature, characteristics and functioning.

14.7 Refunds will be made within the period and using the method required by applicable law.

14.8 Where required, we will refund the cost of our least expensive standard delivery option. Additional delivery costs resulting from your choice of a more expensive service need not be refunded where the law permits.

15. Exceptions and commencement during a cancellation period

15.1 Statutory cancellation rights are subject to exceptions, which may include Goods made to a Consumer's specifications or clearly personalised, certain sealed Goods once unsealed, Digital Content where supply has begun following the legally required consent and acknowledgement, fully performed Services where the statutory requirements have been satisfied, and other statutory exceptions.

15.2 Programming or configuring radio equipment does not automatically mean that Goods are personalised or that a statutory cancellation right is lost.

15.3 We will not seek to exclude a Consumer's cancellation rights merely because we have incurred costs or commitments to a supplier.

15.4 Where a Consumer requests a Service to begin during a statutory cancellation period, we may require the express request, consent or acknowledgement required by law.

15.5 Where permitted by law, a Consumer cancelling after requested performance has begun may be required to pay a proportionate amount for Services already supplied.

16. Faulty, damaged or misdescribed Goods

16.1 Goods supplied to Consumers must meet applicable statutory requirements, including requirements concerning satisfactory quality, fitness for purpose and conformity with description where applicable.

16.2 Consumers may have statutory rights to repair, replacement, price reduction or refund depending on the circumstances and timing.

16.3 We operate a returns procedure to help process faulty Goods efficiently. Please contact us for appropriate return instructions.

16.4 Our returns procedure does not affect your statutory rights.

16.5 Business Customers should inspect Goods promptly and notify us within a reasonable period of apparent shortages, damage or defects.

16.6 Goods should not normally be returned by a Business Customer without prior authorisation.

16.7 Where Goods are defective and we are responsible, we may, subject to applicable law, repair or replace them or issue an appropriate credit or refund.

17. Services and labour

17.1 We will perform Services with reasonable care and skill.

17.2 Where no fixed price has been agreed, Services may be charged according to our applicable hourly or other rate together with authorised parts, materials and expenses.

17.3 An estimate is a reasonable indication of expected cost and is not a fixed quotation.

17.4 Where additional work would materially increase an estimate or fall outside an agreed quotation, we will seek appropriate authorisation before undertaking additional chargeable work.

17.5 Completion times are estimates unless expressly agreed otherwise.

17.6 Nothing in this section limits a Consumer's statutory rights.

18. Installation, on-site engineering and site safety

18.1 Where we provide Services at your premises or another site, you must provide reasonable and safe access, together with information and cooperation reasonably required to perform the Services.

18.2 You must inform us before attendance of relevant site rules, hazards, access restrictions, inductions, permits, security requirements, personal protective equipment requirements, safe systems of work and other health and safety requirements.

18.3 Unless included in our agreed scope, you are responsible for ensuring that suitable power, network connectivity, structures, cabling, equipment and other infrastructure required for our work are available and suitable.

18.4 We are not responsible for defects in pre-existing infrastructure or third-party equipment that we could not reasonably have identified before commencing work.

18.5 If work is delayed or additional work is reasonably required because a Business Customer has not provided agreed access, facilities, information or a suitable working environment, we may charge reasonable resulting additional costs.

18.6 We will take reasonable care when carrying out installation work. Making good or decorative work is included only where expressly stated in the Contract.

Hazardous, quarantined and restricted sites

18.7 The Customer must inform us before attendance of any known or reasonably foreseeable hazard, restriction or special site condition relevant to our Services.

18.8 These may include hazardous or explosive atmospheres, flammable gases, vapours, liquids or dusts, hazardous substances, chemicals, radiation, asbestos, confined spaces, high-voltage equipment, machinery, extreme temperatures, contamination, fire, explosion, infectious or communicable disease, animal or plant disease, quarantine or biosecurity controls.

18.9 The Customer must notify us before attendance of any known quarantine, contamination, biosecurity, infectious disease, animal or plant disease, hazardous substance or other material health and safety restriction affecting the site.

18.10 We are not required to enter or remain in an area where access is prohibited or restricted, appropriate authorisation has not been provided, or we reasonably consider attendance would expose our personnel, contractors, equipment or other persons to an unacceptable health, safety, contamination or biosecurity risk.

18.11 Our personnel may stop work or leave a site where they reasonably consider that continuing would expose any person or property to an unacceptable risk.

18.12 Where reasonably practicable, we will notify the Customer and resume affected Services when it is reasonably safe and lawful to do so.

18.13 Installation or on-site engineering dates may be postponed where attendance or safe access is prevented or materially restricted by an event described in Section 43.

19. System design, consultancy and coverage

19.1 We may provide radio system design, consultancy, site surveys, coverage assessments, frequency planning and related technical Services.

19.2 Unless expressly stated otherwise, coverage predictions, surveys and recommendations represent our reasonable professional assessment based upon information and conditions available at the time.

19.3 Radio and wireless performance can be affected by matters including building construction, terrain, interference, network availability, equipment, environmental conditions and subsequent changes to a site.

19.4 Accordingly, a coverage survey, prediction or recommendation does not constitute a guarantee of universal or uninterrupted coverage unless the Contract expressly specifies a measurable guaranteed performance or coverage requirement.

19.5 Where a Contract expressly specifies measurable acceptance or performance criteria, those criteria will apply in accordance with that Contract.

19.6 Unless expressly included within the agreed scope of our Services, the supply, recommendation or configuration of equipment incorporating safety-related features does not constitute the design of the Customer's workplace safety arrangements, lone-worker policy, emergency procedures or risk assessment.

20. Safety-related, lone-worker and emergency functions

20.1 Some Products may include safety-related features such as lone-worker, man-down, emergency or SOS buttons, alarms, location services, monitoring, escalation or similar functions ("Safety Features").

20.2 Unless we have expressly agreed in writing to design the relevant safety system or operating procedure, the Customer is responsible for determining its safety requirements and for specifying how Safety Features are to operate, including activation parameters, timers, alerts, recipients, escalation procedures, monitoring arrangements and actions to be taken when an alarm is received.

20.3 Where we configure Safety Features according to the Customer's requirements, we will use reasonable care and skill and may provide recommendations based upon our experience and generally accepted good practice. Unless we have expressly agreed to undertake system design, such assistance does not transfer responsibility to us for the Customer's risk assessment, safety procedures or overall suitability of the system for the Customer's particular workplace or application.

20.4 The Customer is responsible for carrying out appropriate workplace and activity risk assessments and determining whether the proposed system, procedures and Safety Features provide suitable protection for its personnel, except to the extent that we have expressly contracted to undertake a specified part of that responsibility.

20.5 Where we have expressly agreed to design a safety-related communications system, we will exercise reasonable care and skill in carrying out the agreed design Services. The scope of our responsibility will be determined by the Contract and the information and requirements provided to us.

20.6 The Customer must provide complete and accurate information reasonably required for design or configuration work, including relevant operational requirements, site conditions, identified hazards, working practices, coverage requirements and escalation arrangements.

20.7 Safety Features may depend upon radio coverage, mobile or data networks, batteries, positioning services, servers, software, third-party networks, configuration and human response. Unless expressly guaranteed in the Contract, their availability and operation cannot be assumed to be continuous or fail-safe.

20.8 Safety Features are intended to supplement, and not replace, appropriate risk assessments, safe systems of work, supervision, training, emergency procedures and other measures required by applicable health and safety law.

20.9 Before placing a system into operational use, the Customer must participate in or undertake appropriate testing of Safety Features and associated alarm, monitoring and escalation arrangements. Safety Features should thereafter be tested and maintained at appropriate intervals having regard to the Product, application, manufacturer's instructions and applicable requirements.

20.10 The Customer must ensure that personnel who use or respond to Safety Features receive appropriate information, instruction and training.

20.11 The Customer must notify us of material changes to its requirements, site, working practices or system where those changes may affect Services which we continue to provide.

20.12 We are not responsible for the effect of changes made by the Customer or a third party without our involvement, except to the extent liability cannot lawfully be excluded.

20.13 Nothing in this section excludes or limits liability which cannot lawfully be excluded or limited.

21. Hazardous-area and ATEX equipment

21.1 We may supply, configure, install or maintain equipment intended for use in potentially explosive or other hazardous environments.

21.2 Where equipment is required for a classified hazardous area, the Customer must provide accurate information concerning the intended environment and applicable hazardous-area classification and requirements, unless determining those requirements expressly forms part of Services we have agreed to provide.

21.3 The Customer is responsible for ensuring that the hazardous-area classification of its premises has been determined by a suitably competent person and for informing us of the applicable classification and relevant gas, vapour, dust, temperature or other requirements, except to the extent that we have expressly contracted to undertake that responsibility.

21.4 Where we select or recommend equipment based upon information supplied by the Customer or its advisers, our recommendation depends upon the accuracy and completeness of that information.

21.5 Equipment intended for use in a hazardous area must be used, installed, charged, maintained and repaired in accordance with its certification, manufacturer's instructions and applicable legal and safety requirements.

21.6 Accessories used with hazardous-area equipment, including batteries, chargers, audio accessories and other connected equipment, must be approved or certified for the relevant equipment and application where required.

21.7 The Customer must not modify hazardous-area equipment or use it outside the conditions for which it is approved or certified.

21.8 Where installation, inspection, maintenance or repair requires particular competence, authorisation, procedures or certification, we will undertake only activities falling within the scope of the Services agreed and which we are competent and authorised to perform.

21.9 Nothing in this section excludes any responsibility which applicable product-safety, health-and-safety or other law places upon us and which cannot lawfully be excluded or transferred to the Customer.

22. Programming, configurations and intellectual property

22.1 We may create system designs, codeplugs, programming configurations, channel plans, talkgroup structures, templates, programming files, drawings, documentation, frequency plans, scripts, software or other materials when providing Products.

22.2 Unless expressly agreed otherwise, intellectual property rights in materials, methodologies, templates, software, documentation and other works created or owned by us remain owned by us.

22.3 Intellectual property owned by manufacturers, software providers or other third parties remains the property of the relevant owner and is subject to applicable licence terms.

22.4 Once all amounts due under the relevant Contract have been paid, we grant the Customer a non-exclusive, perpetual licence to use customer-specific materials created by us to the extent reasonably necessary to use, operate, maintain and support the system or Products for which those materials were supplied.

22.5 The Customer may provide customer-specific configuration information reasonably required to another service provider solely for operating, maintaining or supporting the Customer's own system.

22.6 This licence does not transfer ownership of our intellectual property or permit our proprietary templates, methodologies, tools or other reusable materials to be independently resold, commercially exploited or distributed.

22.7 Where the Customer supplies programming information, frequencies, designs, data or other materials, the Customer confirms that it has the necessary rights and authority for us to use them for the agreed purpose.

23. Repairs

23.1 Where equipment is provided to us for inspection, diagnosis or repair, you authorise the work agreed with you.

23.2 Diagnostic or inspection charges may apply even where no fault is found, equipment is beyond economical repair, you decline the repair, or the fault is outside warranty, provided the applicable charge was disclosed or agreed.

23.3 Additional work outside the authorised scope will require further approval where appropriate.

23.4 You should back up data, settings and programming before providing equipment to us where reasonably possible.

23.5 Repair, testing, resetting, firmware updates or replacement may result in loss of settings, programming or stored data.

23.6 We are not responsible for loss of data or settings resulting from necessary repair processes where reasonable care and skill has been exercised, except where liability cannot lawfully be excluded.

23.7 We are not responsible for pre-existing faults or damage unrelated to our work.

23.8 Any repair warranty we provide is additional to a Consumer's statutory rights.

23.9 Uncollected equipment may be subject to reasonable storage charges after appropriate notice. We will not dispose of customer property except in accordance with applicable law and after appropriate notice.

24. Maintenance and support contracts

24.1 Maintenance and support Services may be subject to Service Terms specifying equipment or systems covered, contract duration, working/support hours, preventative maintenance, included and excluded work, parts and consumables, response targets, on-site attendance, charges, renewal and termination.

24.2 A stated response time means the target or commitment for responding to a support request and does not constitute a guaranteed repair or resolution time unless expressly stated.

24.3 Maintenance Services do not cover faults caused by excluded circumstances identified in the applicable Contract or Service Terms.

24.4 On-site response, attendance and completion commitments are subject to our having reasonable and safe access to the relevant site.

24.5 Where access or attendance is prevented or materially restricted by an event described in Section 43, the affected commitment will be suspended or extended in accordance with that section.

24.6 Where on-site attendance is temporarily unavailable, we may provide remote diagnostics, telephone support or another reasonable alternative where appropriate. Providing an alternative method of support does not guarantee that a fault capable of resolution only by physical attendance can be resolved remotely.

25. Training

25.1 Training may be provided remotely, at our premises, at Customer premises or elsewhere as agreed.

25.2 The Contract may specify attendee numbers, duration, facilities required and cancellation or rescheduling arrangements.

25.3 Where training is provided at Customer premises, the Customer must provide reasonable facilities and safe access.

25.4 Product or system training does not constitute a professional, regulatory or vocational qualification unless expressly stated otherwise.

26. Hire, rental, trial and loan equipment

26.1 Hire Equipment remains our property, or that of the relevant third-party owner, at all times. No ownership rights pass to the Customer.

26.2 The Hire Period, charges, minimum term, included equipment and applicable delivery or collection arrangements will be stated in the Contract.

26.3 The Customer must take reasonable care of Hire Equipment and use it only for its intended purpose and in accordance with applicable law and instructions.

26.4 Hire Equipment must not be sold, pledged, charged, disposed of or materially modified.

26.5 A Business Customer must not sub-hire Hire Equipment without our prior written agreement.

26.6 The Customer must promptly notify us if Hire Equipment is lost, stolen, damaged or becomes defective.

26.7 Where loss or damage results from the Customer's failure to take reasonable care, misuse, deliberate damage, unauthorised modification or breach of Contract, we may charge the reasonable repair cost or, where appropriate, reasonable replacement cost taking account of the equipment's age and condition.

26.8 The Customer is not responsible for fair wear and tear or inherent faults for which it is not responsible.

26.9 If Hire Equipment develops a fault for which the Customer is not responsible, we will take reasonable steps to repair or replace it or provide another appropriate remedy. Replacement equipment may be an equivalent or reasonably comparable model.

26.10 Hire Equipment and accessories must be returned or made available for collection at the end of the Hire Period in accordance with agreed arrangements.

26.11 If equipment is not returned when due, additional hire charges may accrue at the agreed rate or, where no rate is specified, a reasonable rate based on the applicable hire charge.

26.12 A Hire Period may be extended by agreement, subject to availability and additional charges.

26.13 Long-term hire may be subject to a minimum term and recurring charges specified in the Contract.

26.14 Where a Business Customer terminates a fixed or minimum-term hire early without a contractual right to do so, amounts specified in the Contract as payable on early termination may become due, subject to applicable law.

26.15 Consumer statutory cancellation and termination rights are not restricted by this section.

26.16 We may require a deposit or other security. Any deposit may be applied against amounts properly due for unpaid charges, loss or damage, with any remaining balance returned in accordance with the Contract.

26.17 Equipment supplied on trial, demonstration or loan remains subject to this section even where no hire charge is payable.

26.18 A trial or loan does not become a sale unless we expressly agree to sell the equipment.

27. SIM, airtime, PoC and Subscription Services

27.1 Subscription Services may involve minimum contractual periods, recurring charges, activation charges, usage charges, SIMs or connectivity, PoC hardware or software, network services, third-party providers and supplier commitments entered into by us in reliance on your order.

27.2 Applicable minimum terms, charges, renewal arrangements and material conditions will be specified in the quotation, order information or applicable Service Terms.

27.3 For Business Customers, where we have entered into a non-cancellable supplier commitment specifically to fulfil an accepted order, the Customer may remain responsible for charges associated with the committed period if it seeks to cancel, subject to the Contract.

27.4 For Consumers, our supplier commitments do not by themselves remove statutory cancellation rights.

27.5 Where a Consumer requests activation during a statutory cancellation period, we may require the express request, consent or acknowledgement required by law.

27.6 Network coverage, availability and performance may depend upon third-party providers and geographical, environmental and technical factors outside our reasonable control.

28. Software, Digital Content and Hosted Services

28.1 Software, Digital Content, licence keys and Hosted Services may be subject to additional licence or Service Terms.

28.2 You must comply with applicable software and third-party licence conditions.

28.3 Consumer statutory rights relating to Digital Content are unaffected.

28.4 Where immediate supply of Digital Content affects a Consumer's cancellation rights, we will obtain any legally required consent and acknowledgement.

28.5 Hosted Services may be subject to Service Terms specifying storage/resource limits, service levels, backups, security, support, minimum terms, renewal, suspension and termination.

28.6 Unless we expressly guarantee a service level, Hosted Services are not guaranteed to be continuously available or entirely free from interruption.

28.7 We may undertake reasonable planned and emergency maintenance.

28.8 You must use Hosted Services lawfully and must not use them to distribute malware, compromise systems, send unlawful unsolicited communications or facilitate unlawful activity.

28.9 Unless we expressly agree to provide backup services, you are responsible for maintaining appropriate independent copies of important data.

28.10 We may reasonably suspend Hosted Services for security, unlawful or abusive use, legal requirements or material non-payment, subject to applicable law and the Contract.

28.11 Where we process personal information on behalf of a Business Customer, appropriate additional data-processing terms may apply.

29. Managed systems, repeaters and third-party services

29.1 We may supply or manage radio systems, repeaters, networks, software, connectivity and other services which depend partly or wholly upon third-party infrastructure or providers.

29.2 Applicable third-party service, software or licence terms may form part of the Contract where they are brought to your attention before the Contract is formed.

29.3 Third-party services may be subject to availability, coverage, maintenance, usage restrictions and technical limitations imposed by the provider.

29.4 We are responsible for our own obligations under the Contract but cannot guarantee matters genuinely outside our reasonable control, such as uninterrupted operation of an independent mobile network or third-party platform.

29.5 Nothing in this section restricts rights or remedies which a Consumer has against us and which cannot lawfully be excluded.

30. Ofcom licensing and frequency planning

30.1 We may assist Customers with Ofcom radio licence applications, frequency planning, renewals, administration and ongoing licence management.

30.2 Unless expressly agreed otherwise, the relevant Customer remains the licensee and is responsible for complying with the licence and applicable regulatory requirements.

30.3 You must provide complete and accurate information reasonably required for an application or licence administration.

30.4 We may pay Ofcom fees on your behalf and recharge those fees to you together with any agreed administration or licence-management charge and applicable VAT.

30.5 Frequency planning and application assistance will be performed with reasonable care and skill, but decisions concerning licence grants, frequencies and regulatory conditions are ultimately matters for Ofcom.

30.6 We do not guarantee that Ofcom will grant a particular licence, frequency or application.

30.7 Where Hire Equipment is supplied using licensing or frequencies provided by us as part of the Hire Service, we will identify this where appropriate. The Customer must comply with applicable usage restrictions.

31. Trade-ins and equipment purchased from Customers

31.1 Where we agree to accept equipment in part-exchange, trade-in or purchase, the Customer confirms that it owns the equipment or has authority to transfer ownership, the equipment is free from undisclosed finance, security interests or third-party claims, and information supplied concerning its condition and ownership is materially accurate.

31.2 Unless expressly agreed otherwise, ownership of equipment accepted by us in trade-in or purchase passes to Ingenso Limited when we take possession of it.

31.3 A valuation may be conditional upon inspection.

31.4 If equipment materially differs from its description or expected condition, we may revise or withdraw a valuation before completing the trade-in, subject to applicable law.

31.5 The Customer should remove personal or confidential information from equipment before transfer where appropriate.

31.6 Once ownership has passed to us, we may erase, reset, reconfigure, refurbish, dismantle, recycle, resell or otherwise deal with the equipment as owner, subject to applicable law.

32. Warranties and extended warranties

32.1 Goods may carry a manufacturer's warranty.

32.2 Manufacturer warranties are separate from the Contract and do not replace Consumer statutory rights.

32.3 We may offer extended warranties or service plans supplied by us or a third party.

32.4 The provider, duration, coverage, exclusions and claims procedure will be specified in the applicable warranty terms.

32.5 Extended or manufacturer warranties do not reduce a Consumer's statutory rights against us.

33. Environmental, recycling and disposal obligations

33.1 We will comply with applicable legal obligations relating to electrical and electronic equipment, batteries and other regulated products.

33.2 Where applicable law requires us to provide or facilitate take-back, recycling or disposal arrangements, information about the relevant arrangements will be made available to Customers.

33.3 Customers must dispose of electrical equipment, batteries and other regulated waste responsibly and in accordance with applicable law.

33.4 Nothing in these Terms requires us to provide a take-back or recycling service beyond our applicable legal obligations or a service we have expressly agreed to provide.

34. Change-of-mind returns outside statutory rights

34.1 We may choose to accept returns where no statutory or contractual right exists.

34.2 Such returns are subject to our agreement and any conditions communicated through our returns policy or authorisation.

34.3 Voluntary returns arrangements do not restrict Consumer statutory rights.

35. Radio equipment and regulatory requirements

35.1 Radio communications equipment may be subject to licensing, frequency, programming, installation, usage or other regulatory requirements.

35.2 Except where we have expressly agreed to provide or manage the relevant regulatory service, you are responsible for ensuring that your possession and use of equipment complies with applicable laws, licences and regulatory requirements.

35.3 Where we program equipment according to frequencies or information supplied or approved by you, you are responsible for ensuring that you are authorised to use them unless we have expressly agreed otherwise.

36. International orders

36.1 We may accept orders outside the United Kingdom at our discretion.

36.2 Additional delivery charges, customs requirements, duties, taxes, licences or restrictions may apply.

36.3 Unless expressly stated otherwise, the Customer is responsible for import duties, taxes and customs charges imposed by the destination country.

36.4 Business international deliveries may be made under an expressly agreed Incoterm.

36.5 Where an agreed Incoterm conflicts with these Terms concerning delivery, risk, carriage, insurance, duties or customs, the Incoterm takes precedence for that matter.

36.6 Business Customers purchasing Products for export or resale are responsible for destination-market requirements unless we expressly agree otherwise.

36.7 Nothing in this section removes mandatory Consumer rights.

37. Business Customer obligations

37.1 Business Customers are responsible for satisfying themselves that Products are suitable for their intended application except where they reasonably rely upon specific written advice we have agreed to provide.

37.2 Products must be used and stored in accordance with applicable instructions and regulatory requirements.

37.3 We are not responsible for defects resulting from fair wear and tear, misuse, wilful damage, negligence, abnormal conditions, failure to follow instructions, unauthorised alteration or repair, or incompatibility with equipment or services not supplied or approved by us, except to the extent we are legally responsible.

38. Cancellation by Business Customers

38.1 Business Customers do not have the statutory change-of-mind rights available to Consumers.

38.2 Once an order has been accepted, it may only be cancelled or changed with our agreement unless the Contract provides a cancellation right.

38.3 We may require reimbursement of reasonable costs, commitments and losses directly resulting from an agreed cancellation, including non-refundable supplier commitments and work undertaken, to the extent permitted by law.

38.4 This is particularly relevant to specially procured Products, fixed-term subscriptions, managed services, committed third-party services and fixed/minimum-term hire.

39. Finance and leasing introductions

39.1 We may introduce Customers to independent finance, leasing or other funding providers or brokers.

39.2 Unless expressly stated otherwise, Ingenso Limited does not provide the finance and is not a party to the finance or leasing agreement.

39.3 Finance is subject to the relevant provider's approval, eligibility requirements and terms.

39.4 Our Contract for Products and any separate finance or leasing agreement are legally distinct unless expressly stated otherwise.

40. Our liability to Consumers

40.1 Nothing in these Terms excludes or limits liability where it would be unlawful to do so.

40.2 Nothing affects a Consumer's statutory rights.

40.3 If we fail to comply with the Contract, we are responsible for loss or damage suffered by a Consumer that is a foreseeable result of our breach or failure to use reasonable care and skill, subject to applicable law.

40.4 We are not responsible to a Consumer for business losses arising from Products purchased wholly or mainly for purposes outside their trade, business, craft or profession, to the extent permitted by law.

41. Our liability to Business Customers

41.1 Nothing excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, liabilities which cannot lawfully be excluded or restricted, or any other liability which applicable law prevents us from limiting.

41.2 Subject to clause 41.1, we will not be liable for loss of profit, revenue, business, anticipated savings, business opportunity, goodwill, or indirect or consequential loss.

41.3 Subject to clause 41.1, our total aggregate liability to a Business Customer arising out of or in connection with a Contract will not exceed the total amount paid or payable by the Business Customer under that Contract, unless a different limit is expressly agreed in writing.

41.4 Specialist Service Terms may contain an appropriate different liability limit for recurring, hosted or managed services.

42. Customer responsibilities and cooperation

42.1 The Customer must provide information, decisions, approvals, access and cooperation reasonably required for us to perform the Contract.

42.2 Information supplied by the Customer which is relevant to our design, selection, programming, installation or provision of Products must be accurate and complete to the best of the Customer's knowledge.

42.3 We are not responsible for delay, additional cost or deficient performance to the extent caused by materially inaccurate information, failure to provide required information or approvals, or another failure by the Customer to fulfil an agreed dependency, except to the extent we could reasonably have identified and avoided the resulting problem.

43. Events beyond our reasonable control

43.1 We will not be responsible for a delay in, or failure to perform, an obligation under a Contract to the extent that the delay or failure is caused by an event or circumstance beyond our reasonable control.

43.2 Such events may include, without limitation:

• fire, flood, storm, severe weather or other natural disaster;
• epidemic, pandemic, infectious or communicable disease, animal or plant disease, contamination, biosecurity incident or other public, animal or environmental health emergency;
• government, local authority, regulatory or other competent-authority action, including lockdown, quarantine, movement controls, exclusion zones, biosecurity restrictions or travel restrictions;
• war, terrorism, civil unrest or similar emergency;
• theft, malicious damage or criminal activity affecting our premises, vehicles, equipment or systems;
• unexpected failure or interruption of electricity, telecommunications, internet connectivity, water or other essential utilities;
• material failure of premises, equipment or infrastructure which could not reasonably have been prevented;
• cyberattack or other material information-security incident despite reasonable precautions;
• closure of or inability to obtain reasonable and safe access to our premises or a Customer's site;
• inability of our personnel reasonably or safely to travel to or gain access to a site;
• hazardous conditions, emergency evacuation, exclusion zones, site shutdowns or material health, safety, contamination or biosecurity restrictions;
• industrial disputes other than those limited solely to our own workforce;
• disruption to transport, carriers or logistics networks;
• shortages, failures or delays affecting manufacturers, distributors, suppliers or other parts of the supply chain;
• failure or interruption of third-party networks, telecommunications services, cloud platforms, hosting facilities or other infrastructure upon which a Product or Service depends; and
• changes in law, regulatory requirements, import or export restrictions, sanctions or other governmental measures.

43.3 This section applies only to the extent that the relevant event is beyond our reasonable control. It does not excuse a failure resulting from our failure to take reasonable precautions or circumstances which we could reasonably have avoided or overcome.

43.4 Where an event affects our ability to perform only part of a Contract, our unaffected obligations will continue where reasonably practicable.

43.5 We will take reasonable steps to minimise the effect of the event and, where appropriate, may use reasonable alternative means of performance, including remote support, telephone assistance, remote diagnostics, alternative personnel or premises, alternative carriers or suppliers, replacement equipment, or rescheduling an on-site visit.

43.6 Where an event prevents or materially restricts physical access to a Customer's site, or prevents our personnel reasonably and safely travelling to or attending that site, any affected on-site attendance, response-time or service-level commitment will be suspended or extended for the period during which performance is prevented or materially restricted.

43.7 Where an event affects a Subscription Service, Hosted Service, Managed Service, Maintenance Service or other continuing Service, we will use reasonable efforts to maintain or restore the Service, or provide a reasonable alternative where practicable. Unless expressly agreed otherwise in an applicable Service Level Agreement, we do not guarantee that an alternative will always be available.

43.8 If an event continues for a prolonged period and materially prevents performance of a Contract, either party may have a right to terminate the affected Contract in accordance with applicable Service Terms or, where no specific provision applies, after giving reasonable written notice. Amounts properly due for Products or Services supplied before termination remain payable.

43.9 Nothing in this section excludes or restricts any statutory right or remedy available to a Consumer which cannot lawfully be excluded or restricted.

44. Suspension and termination

44.1 We may suspend supply where payment is materially overdue, information required to provide a Product has not been supplied, continued supply creates a material security or safety risk, Products or Services are being used unlawfully or abusively, or suspension is legally required.

44.2 Where reasonably practicable and appropriate, we will give notice before suspension.

44.3 Additional termination provisions may apply to Subscription, Hosted, Maintenance, Managed or Hire Services.

44.4 Where a Business Customer materially breaches the Contract and fails to remedy a remediable breach within a reasonable period after notice, we may suspend performance or terminate the affected Contract.

45. Confidentiality

45.1 Each party must protect confidential commercial, technical and business information received from the other and use it only as reasonably necessary for the Contract, except where disclosure is authorised, already lawfully public, required by law, or made to advisers or service providers subject to appropriate confidentiality obligations.

45.2 This does not prevent lawful processing of personal information.

46. Data protection

46.1 We process personal information in accordance with applicable data protection law.

46.2 Further information is available in our Privacy Policy.

46.3 Where we process personal information on behalf of a Business Customer, appropriate additional data-processing terms may apply.

47. Communications and notices

47.1 We may communicate using contact details you provide, including post, email, telephone or WhatsApp where appropriate.

47.2 You are responsible for providing accurate contact information.

47.3 Formal notices must be sent using any method specified by the Contract or otherwise by an appropriate written method to the notified address or email address.

48. Assignment

48.1 Consumer rights are unaffected where applicable law provides otherwise.

48.2 A Business Customer may not assign or transfer a Contract without our prior written consent.

48.3 We may assign or transfer our rights and obligations where doing so does not reduce Consumer rights or materially prejudice a Business Customer.

49. No waiver

49.1 Delay in exercising a contractual right does not necessarily waive that right.

49.2 A waiver concerning one breach does not automatically waive a later breach.

50. Severability

50.1 If a provision is invalid, unlawful or unenforceable, the remaining provisions continue in effect.

50.2 Where possible, the affected provision will be modified to the minimum extent necessary to make it valid and enforceable.

51. Third-party rights

51.1 Unless expressly stated otherwise, a person who is not a party to the Contract has no right to enforce it under the Contracts (Rights of Third Parties) Act 1999.

52. Entire agreement — Business Customers

52.1 This section applies to Business Customers only.

52.2 The Contract constitutes the entire agreement concerning its subject matter and supersedes previous discussions, correspondence and understandings relating to it.

52.3 Each party acknowledges that it does not rely upon a statement or representation not set out in the Contract, except that nothing excludes liability for fraud or fraudulent misrepresentation.

53. Governing law and jurisdiction

Consumers

53.1 Consumer Contracts are governed by English law.

53.2 Consumers may bring proceedings in the courts of England and Wales and may have additional rights to bring proceedings in the courts applicable where they live.

53.3 Consumers outside England and Wales may benefit from mandatory protections and jurisdictional rights which cannot lawfully be excluded.

Business Customers

53.4 Business Contracts and associated non-contractual obligations are governed by the law of England and Wales.

53.5 The courts of England and Wales have exclusive jurisdiction in relation to Business Customers unless expressly agreed otherwise.

53.6 The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to Business Customer Contracts unless expressly agreed otherwise.

54. Changes to these Terms

54.1 We may update these Terms from time to time.

54.2 The Terms applicable to a Contract are normally those in force when that Contract is formed unless subsequently agreed otherwise or a change is required by law.

54.3 Updating the version published on our website does not by itself retrospectively alter an existing Contract.

54.4 Ongoing Subscription, Hosted, Managed, Maintenance or Hire Services may be subject to changes made in accordance with applicable Service Terms and applicable law.

55. Contact details

Questions concerning an order, Contract or these Terms should be directed to the Ingenso Limited trading business through which you placed your order or to:

Ingenso Limited

Unit 4 Herne Business Park

The Links

Herne Bay

Kent CT6 7FE

United Kingdom

Company number: 03920463

Where a particular trading name, website, quotation, invoice or Order Confirmation provides additional customer-service contact details, you may also use those details.