Xoltek Terms and Conditions

1. Scope of Services
Xoltek shall provide the following network-related services to the Client:

1.1 Network Assessment: This includes a comprehensive evaluation of the Client's existing network infrastructure, encompassing hardware components (servers, routers, switches, etc.), software configurations, network topology, and overall performance. The assessment aims to identify areas for improvement, security vulnerabilities, bottlenecks, and opportunities for optimization.

1.2 Network Design: Based on the findings of the assessment and the Client's specific requirements and objectives, Xoltek will develop a detailed network design tailored to the Client's needs. This may involve recommendations for new hardware or software, changes to the network topology, and configuration adjustments to enhance performance, security, and scalability.

1.3 Network Implementation: Xoltek will implement the approved network design, overseeing the installation and configuration of hardware and software components. This includes ensuring proper integration with existing systems, conducting thorough testing, and providing documentation of the implemented solution.

1.4 Network Maintenance and Support: Xoltek will offer ongoing maintenance and support services for the implemented network. This encompasses troubleshooting network issues, applying software updates and patches, monitoring network performance, and addressing any security concerns that may arise.

1.5 Optional Additional Services:

· Network Security Audits: Comprehensive reviews of the network's security posture to identify and mitigate vulnerabilities.

· Disaster Recovery Planning: Development of strategies and procedures to ensure business continuity in the event of a network outage or disaster.

· Network Expansion or Upgrades: Assisting the Client in expanding or upgrading their network infrastructure to meet growing needs.

· Training: Providing training sessions for the Client's personnel on network usage, maintenance, and troubleshooting.

· Audio-Visual (AV) Installations and Configurations: Designing and installing audio-visual systems for conference rooms, meeting spaces, and other areas.

· Closed-Circuit Television (CCTV) Installations and Configurations: Designing and installing security camera systems for surveillance and monitoring purposes.

1.6 Exclusions: The following services are explicitly excluded from this agreement unless otherwise agreed upon in writing:

· Cloud Hosting: Provisioning or management of cloud-based servers, storage, or applications.

· VoIP Phone Systems: Installation, configuration, or support of Voice over Internet Protocol

(VoIP) phone systems.

· Software Licensing: Procurement or management of software licenses for third-party applications.

· Physical Security Systems: Installation or configuration of physical security systems like alarms, access control, or biometric authentication.

· Data Recovery: Retrieval of lost or corrupted data from damaged hard drives or other storage media.

2. Client Responsibilities 2.1 Access and Information:

· The Client shall grant Xoltek prompt and unrestricted access to the worksite and any areas where network components are located.

· The Client shall provide all necessary information for Xoltek to perform the services, including network diagrams, equipment inventories, and access credentials.

· The Client shall inform Xoltek of any physical constraints or limitations that may affect the installation or configuration of equipment, such as restricted access areas, weight limitations, or electrical requirements.

2.2 Cooperation:

· The Client shall cooperate fully with Xoltek in the performance of the services, including providing timely responses to requests for information or decisions.

· The Client shall designate a point of contact who will be responsible for coordinating with Xoltek throughout the project.

2.3 Other Works:

· The Client shall inform Xoltek of any other ongoing or planned construction, renovation, or maintenance activities that may affect the network installation or configuration.

· The Client shall ensure that any other contractors or service providers working on the site are aware of Xoltek's presence and activities.

2.4 Failure to Comply: Failure by the Client to fulfill these responsibilities may result in delays, additional charges, or termination of the agreement, as outlined in Sections 3 and 9.

3. Project Timelines

3.1 Establishment of Timelines: Project timelines and milestones will be established collaboratively by Xoltek and the Client. These timelines will be documented in writing (e.g., email, project plan) and agreed upon by both parties.

3.2 Communication of Timelines: Xoltek will keep the Client informed of the progress of the project and any changes to the timelines through regular communication (e.g., weekly progress reports, status update meetings).

3.3 Delays and Adjustments: Both parties acknowledge that unforeseen circumstances or events beyond their control may cause delays in the project timeline. These may include, but are not limited to:

· Delays caused by other contractors or suppliers

· Changes in the scope of work requested by the Client

· Unforeseen technical difficulties or equipment failures

· Natural disasters or other force majeure events

In the event of delays, Xoltek will promptly notify the Client and propose a revised timeline. Any resulting adjustments to the project cost or schedule will be mutually agreed upon in writing

4. Acceptance and Sign-Off

4.1 Completion of Work: Upon completion of the services as outlined in the agreed-upon scope of

work, Xoltek will notify the Client and schedule a final walkthrough of the project.

4.2 Client Acceptance: During the walkthrough, the Client will have the opportunity to inspect the work and verify that it meets their requirements. If the Client is satisfied with the work, they will sign a written acceptance document confirming completion.

4.3 Post-Acceptance Issues: If the Client discovers any issues or defects in the work after acceptance, they must notify Xoltek in writing within 28 days of discovery. Xoltek will then investigate the issue and, if covered under the warranty (Section 6), will take reasonable steps to rectify the issue at no additional cost to the Client.

5. Liability and Limitations

5.1 Xoltek's Liability: Xoltek shall be liable for any damages or losses directly caused by its negligent acts or omissions in the performance of the services. This includes damages caused by Xoltek's employees, subcontractors, or agents.

5.2 Pre-Existing Conditions: Prior to commencing work, Xoltek and the Client will jointly inspect and document any pre-existing damages or issues with the Client's property, equipment, or infrastructure. Xoltek shall not be liable for any such pre-existing conditions.

5.3 Limitation of Liability: Xoltek or its installation partners will be fully liable for damages caused by accidental negligence, covering all damaged equipment, damage to any property and the total amount paid for the services. All claims arising out of or in connection with this agreement, whether in contract, tort, negligence, or otherwise, shall not exceed the total amount paid by the Client. Xoltek is insured for liability losses up to £2 million.

5.4 Exclusion of Consequential Damages: In no event shall Xoltek be liable for any
indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or business interruption, arising out of or in connection with this agreement, even if Xoltek has been advised of the possibility of such damages.

6. Performance Warranties

6.1 Warranty Period: Xoltek warrants that all network installations and configurations performed by it will be free from defects in materials and workmanship for a period of twelve (12) months from the date of completion and acceptance of the work by the Client.

6.2 Warranty Coverage: During the warranty period, Xoltek will, at its sole discretion and expense, repair or replace any defective components of the installed IT infrastructure, provided that such defects arise from normal and intended use of the equipment.

6.3 Exclusions: This warranty does not cover:

· Damage caused by accidents, misuse, abuse, negligence, or unauthorized modifications.

· Damage caused by third-party products or services not provided by Xoltek.

· Damage caused by events beyond Xoltek's control, such as fire, flood, power surges, or other

natural disasters.

· Normal wear and tear of equipment or components.

· Loss of data or information stored on the network or connected devices.

6.4 Warranty Claims: To make a warranty claim, the Client must notify Xoltek in writing within the warranty period, providing details of the defect and any relevant documentation. Xoltek will then investigate the claim and, if valid, take appropriate action to repair or replace the defective component.

7. Confidentiality and Data Protection

7.1 Confidential Information: Both parties acknowledge that they may have access to confidential information belonging to the other party in the course of this agreement. "Confidential Information" includes any proprietary or non-public information disclosed by one party to the other, whether orally, in writing, electronically, or by any other means, and which is designated as confidential or would reasonably be considered confidential under the circumstances.

7.2 Non-Disclosure: Each party agrees to hold the other party's Confidential Information in strict confidence and not to disclose it to any third party without the prior written consent of the other party, except as required by law or to its professional advisors on a need-to-know basis.

7.3 Data Protection: Xoltek will comply with all applicable data protection laws, including the UK Data Protection Act 2018 and the General Data Protection Regulation (GDPR), in the collection, processing, storage, and transfer of any personal data belonging to the Client or its customers. Xoltek will implement appropriate technical and organisational measures to ensure the security and confidentiality of such data.

8. Intellectual Property

8.1 Ownership: All intellectual property rights in any deliverables created by Xoltek in the course of providing services, including but not limited to network designs, configurations, software code, and documentation, shall belong to the Client.

8.2 License: Xoltek grants the Client a non-exclusive, perpetual, worldwide, royalty-free license to use, modify, reproduce, and distribute the deliverables for the Client's own internal business purposes.

9. Payment Terms

9.1 Fees and Payment Schedule: Fees are as agreed in the proposal/estimate and are fixed unless any variations occur. Additional charges may apply for changes to the scope of work, with any changes being confirmed by the client prior to acceptance. Payments are due only after the completion of all work as agreed within the scope. The client must confirm project completion of all work within the scope by email. Payment terms are 30 days EOM from the signed completion of the project installation.

9.2 Fixed Prices: The prices quoted in the proposal or estimate are fixed unless variations to the

scope of work are agreed upon in writing.

9.3 Variations and Additional Charges: Any additional services or changes to the agreed-upon scope of work will be subject to additional charges, as mutually agreed upon in writing. For all contracted installation work, Xoltek will confirm any variations with its contracted partner in writing before reaching any agreement with the customer and before any work commences.

9.4 Payment Methods: Payment can be made by Bank Transfer and PayPal

10. Termination

10.1 Termination for Convenience: Either party may terminate this agreement for any reason by

providing 10 days' prior written notice to the other party.

10.2 Termination for Cause: Either party may terminate this agreement immediately for cause upon written notice to the other party, specifying the nature of the breach. "Cause" shall include, but not be limited to:

· Material breach of any provision of this agreement

· Failure to make timely payments

· Insolvency or bankruptcy of the other party

· Misrepresentation or fraud

10.3 Effect of Termination: Upon termination, all outstanding invoices shall become immediately due and payable. Xoltek shall cease providing services, and the Client shall return any Xoltek-owned equipment or materials.

10.4 Survival: The provisions of Sections 5 (Liability and Limitations), 6 (Performance Warranties), 7 (Confidentiality and Data Protection), 8 (Intellectual Property), and 9 (Termination) shall survive the termination of this agreement for any reason.

11. Dispute Resolution

11.1 Good Faith Negotiations: In the event of any dispute or controversy arising out of or relating to this agreement, the parties agree to first attempt to resolve the dispute amicably through good faith negotiations.

11.2 Notice of Dispute: If the parties are unable to resolve the dispute through negotiations within thirty (30) days, either party may provide written notice of the dispute to the other party via email or post at:

· Xoltek: sales@xoltek.co.uk

· Address: Xoltek Fern Hill Business Centre, Todd St, Fernhill, Bury BL9 5BJ

11.3 Governing Law and Jurisdiction: This agreement shall be governed by and construed in accordance with the laws of England and Wales. Any dispute arising out of or relating to this agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.

12. Miscellaneous

12.1 Entire Agreement: This agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

12.2 Amendments: This agreement may not be amended except in writing signed by both parties.

12.3 Severability: If any provision of this agreement is held to be invalid or unenforceable, that provision shall be struck from the agreement and the remaining provisions shall remain in full force and effect.

12.4 Waiver: The failure of either party to enforce any right or provision of this agreement shall not constitute a waiver of such right or provision.

12.5 Assignment: Neither party may assign this agreement without the prior written consent of the other party.

12.6 Notices: All notices under this agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by confirmed email to the addresses specified above.