Helping Hand Technology Services Ltd — General Terms and Conditions
Version: 1.1 Date: 17 September 2026 Status: Master version — this is the contractual master of the General Terms and Conditions and prevails over any earlier version, including any previously published version.
1. Definitions
1.1 In these General Terms and Conditions, the following definitions apply:
Agreement means the Contract between HH and the Customer incorporating these General Terms and Conditions, the relevant Order and any applicable quotation, proposal, schedule or service specification.
Business Customer means a Customer acting for purposes wholly or mainly within that Customer’s trade, business, craft or profession.
Commencement Date means the date on which the Services are to begin, as stated in the Order, quotation, proposal or Contract, or, if no date is stated, the date on which HH begins providing the Services.
Consumer means an individual acting for purposes wholly or mainly outside that individual’s trade, business, craft or profession.
Contract means the legally binding contract formed in accordance with clause 3.
Customer means the person, firm or company identified as the customer in the Order, quotation, invoice or other document to which these Terms apply.
Equipment means equipment supplied by HH on hire or made available for use by the Customer, including telecommunications, networking, computing or other technology equipment.
Goods means any physical goods, hardware, software media or other items supplied by HH to the Customer, excluding Equipment supplied solely on hire.
Guarantor means any person or entity that agrees in writing to guarantee the Customer’s obligations to HH.
HH, we, us or our means Helping Hand Technology Services Ltd, of The Watts Building, 24 Lever Street, Manchester M1 1DZ (trading address), a company registered in England and Wales with company number 13367411.
Order means the Customer’s order for Goods and/or Services, whether made in writing, electronically, verbally or through any other agreed ordering process.
Price means the price payable by the Customer for the Goods and/or Services, as stated in the relevant quotation, proposal, Order, invoice or current price list, subject to these Terms.
Services means the services supplied by HH to the Customer, including technology consulting, IT support, structured cabling and fibre, internet connectivity (business broadband, leased lines, dedicated internet access and related connectivity services), website design, build and hosting, cybersecurity, cloud architecture, digital strategy, AI and analytics, telecommunications, installation, maintenance, configuration, monitoring and any related advice or recommendations.
Terms means these General Terms and Conditions.
1.2 References to writing include email and other permanent electronic communications.
1.3 References to legislation include that legislation as amended, extended, re-enacted or replaced from time to time.
1.4 Headings are for convenience only and do not affect interpretation.
2. Application of These Terms
2.1 These Terms apply to all quotations, proposals, Orders, supplies of Goods and Services, and Contracts between HH and the Customer unless HH expressly agrees otherwise in writing.
2.2 These Terms prevail over any terms or conditions issued by the Customer, including any purchase order terms, unless HH expressly agrees in writing that a particular Customer term will apply.
2.3 Any quotation or proposal issued by HH is subject to these Terms unless it expressly states otherwise.
2.4 Where these Terms are provided with a quotation or proposal, they are proposed contractual terms only. No binding Contract is formed until HH accepts the Customer’s Order in writing, unless clause 3.4 applies.
2.5 The Customer is responsible for ensuring that Orders and any information supplied to HH are complete and accurate.
2.6 A Consumer’s statutory rights are not affected by these Terms. In particular, nothing in these Terms limits or excludes any right or remedy that cannot lawfully be limited or excluded under the Consumer Rights Act 2015, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 or any other applicable legislation.
2.7 Where the Customer is a Consumer, any term that is inconsistent with mandatory consumer protection law will be interpreted, or severed where necessary, so that the Customer receives the maximum protection required by law.
3. Formation of Contract
3.1 A quotation issued by HH is an invitation to the Customer to place an Order and is not an offer capable of acceptance, unless expressly stated otherwise.
3.2 Unless otherwise stated, a quotation remains open for acceptance for 30 days from its date. HH may withdraw or amend a quotation before acceptance.
3.3 A Contract is formed when HH:
a. accepts the Customer’s Order in writing; b. issues an order confirmation; c. begins to provide the Services; or d. delivers the Goods,
whichever occurs first, except where the Customer is a Consumer and applicable law requires a different result.
3.4 HH may decline any Order without giving a reason.
3.5 No variation to an accepted Order is binding unless agreed in writing by both parties. HH may charge for any additional work, materials, time or expense arising from a variation requested by the Customer.
3.6 Orders for Goods made to the Customer’s specification, customised Goods, personalised Goods or non-stock items may not be cancelled after production, procurement or preparation has started, except where required by law.
3.7 The Customer acknowledges that any proposal or quotation is not a binding Contract until the Contract has been formed under this clause 3.
4. Services
4.1 HH will provide the Services described in the applicable quotation, proposal, Order, invoice, service specification or statement of work.
4.2 HH will provide Services:
a. to a Business Customer, with reasonable care and skill; and b. to a Consumer, with reasonable care and skill in accordance with the Consumer Rights Act 2015 and any other applicable consumer legislation.
4.3 Where the Customer is a Business Customer, the Services will be provided in accordance with the terms of the Contract and, where applicable, the Supply of Goods and Services Act 1982.
4.4 HH may use suitably qualified employees, contractors, subcontractors, suppliers and telecommunications providers to provide the Services.
4.5 HH may change a subcontractor, supplier or telecommunications provider where reasonably necessary to provide, improve or maintain the Services. HH will give the Customer reasonable notice of any material change where practicable.
4.6 HH will use reasonable efforts to meet any stated timetable or estimated completion date. Unless expressly stated otherwise in writing, all dates and times are estimates only and are not guaranteed deadlines.
4.7 HH may require the Customer to approve a specification, design, configuration, site survey or implementation plan before work begins. HH is not responsible for errors arising from information, specifications, instructions or approvals supplied by the Customer.
4.8 Unless expressly included in the Order, the Services do not include:
a. training; b. third-party licence fees or subscriptions; c. hardware, software or cloud services supplied by third parties; d. rectification of faults caused by unauthorised changes, misuse, negligence or failure to follow instructions; e. work outside the agreed scope; or f. travel, accommodation, waiting time or out-of-hours work.
4.9 Any service levels, response times or availability commitments apply only where expressly stated in the relevant Order or service schedule.
5. Price and Payment
5.1 The Price will be the price stated in:
a. HH’s accepted quotation or proposal; b. the Customer’s accepted Order; c. HH’s invoice; or d. HH’s current price list,
as applicable.
5.2 Unless expressly stated otherwise, all Prices exclude VAT and any other applicable taxes, duties, delivery charges, disposal charges, licence fees and third-party charges. VAT will be added at the applicable rate.
5.3 HH may require:
a. payment in advance; b. a deposit; c. payment on completion; d. payment by instalments; e. a bond or other security for Equipment; or f. payment on credit terms approved by HH.
5.4 Unless the quotation, proposal, Order or invoice states otherwise:
a. payment is due before the Services are provided where HH requires payment in advance; b. payment is due on completion where payment on completion is stated; c. an approved credit Customer must pay within 15 days of the invoice date; and d. if no payment period is stated, payment is due within 10 days of the invoice date.
5.5 Time of payment is of the essence.
5.6 HH may increase the Price before delivery or commencement of the relevant Services by giving the Customer at least 7 days’ notice where the increase reflects costs beyond HH’s reasonable control, including:
a. increases in supplier or subcontractor charges; b. changes in taxes, duties or regulatory charges; c. currency fluctuations; d. increased labour or material costs; e. increases in telecommunications, cloud or software licence costs; or f. changes in law or government requirements.
5.7 If a Business Customer fails to pay on time, HH may claim interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998, together with any other lawful costs of recovery.
5.8 HH may charge a reasonable fee for any payment that is dishonoured, rejected or reversed.
5.9 Payment methods. The Customer may pay by credit or debit card via Stripe or by Direct Debit / instant bank payment via GoCardless, using such details as HH notifies. Card payments may be taken on the due date of the relevant invoice (or at the point of order where HH requires payment in advance). Where the Customer pays by Direct Debit, the Direct Debit Guarantee applies and HH will notify the Customer of any changes to the amount, date or frequency at least 10 working days in advance. If a card payment is declined or a Direct Debit fails, HH may retry the payment, may suspend the Services until payment is received, and may charge a reasonable administration fee for each failed payment. If a chargeback is made against HH (other than one resulting from HH’s own error), the Customer shall reimburse HH for the amount charged back plus any reasonable costs HH incurs in disputing it. Refunds will be made to the original payment method within 14 days of the refund being approved.
5.10 Payment must be made by the method specified by HH or otherwise agreed in writing. Payment is not treated as received until cleared funds are received by HH.
5.11 The Customer may not withhold, deduct or set off any amount from sums due to HH unless HH has agreed in writing.
5.12 If an invoice is disputed, the Customer must notify HH in writing within 7 days of receiving it, identifying the disputed amount and the reason for the dispute. The undisputed portion remains payable by the due date.
5.13 The Customer must pay all reasonable costs incurred by HH in recovering overdue sums, including legal costs, debt collection costs and tracing costs, to the extent permitted by law.
5.14 HH may suspend the Services on reasonable notice if any undisputed amount remains unpaid after its due date.
6. Delivery of Services and Goods
6.1 Delivery of Goods or provision of Services takes place when:
a. the Customer takes possession at HH’s premises; b. the Goods are delivered to the Customer’s nominated address; c. the Goods are delivered to a third party nominated by the Customer; or d. HH makes the Services available for the Customer to use,
as applicable.
6.2 The Customer must make all necessary arrangements to accept delivery and provide access, information, personnel, facilities and approvals reasonably required by HH.
6.3 If the Customer is unable to accept delivery or provide access at the agreed time, HH may charge reasonable additional costs, including storage, redelivery, waiting time and abortive visit charges.
6.4 Delivery to a third party nominated by the Customer constitutes delivery to the Customer.
6.5 HH may deliver Goods or provide Services by instalments. Each instalment may be invoiced separately.
6.6 Failure to deliver an instalment does not entitle the Customer to reject any other instalment or treat the Contract as repudiated, unless required by law.
6.7 HH is not liable for delay or failure to deliver caused by circumstances beyond its reasonable control, subject to clause 18.
6.8 Delivery dates for Goods are estimates unless expressly stated in writing to be binding.
6.9 Internet Connectivity and Carrier Dependency. Where HH supplies or procures internet connectivity, business broadband, leased line or dedicated internet access services, those services are provided subject to the availability, survey, provisioning and network of the relevant third-party carrier or network operator. Delivery and activation are dependent on the underlying carrier. Lead times, installation dates and activation dates quoted by HH are estimates based on carrier information and are not guaranteed unless expressly stated in writing. HH is not responsible for delay, interruption, degradation, fault, outage or failure of connectivity caused by the carrier, the underlying network, third-party infrastructure, wayleaves, landlord access, planning or civil works requirements, or other matters outside HH’s reasonable control. Line speeds, bandwidth, contention, latency and service availability are subject to the carrier’s network and the characteristics of the site and are not guaranteed unless expressly stated in writing. Where a carrier requires a minimum term, ceases to provide a service or varies its terms, HH will notify the Customer as soon as reasonably practicable and the parties will work together on an alternative solution. HH will pass through the benefit of any applicable carrier service level agreement or compensation scheme to the Customer, to the extent HH is able to recover it from the carrier. The Customer must provide safe and suitable access, power, space, landlord or freeholder permissions and any approvals required to install and maintain connectivity services. This clause is subject to clause 18 (Force Majeure) and does not exclude any liability that cannot lawfully be excluded.
7. Risk and Title
7.1 Risk in Goods passes to the Customer on delivery.
7.2 Risk in Equipment supplied on hire passes to the Customer on delivery or collection.
7.3 Ownership of Goods does not pass to the Customer until HH has received in cleared funds:
a. payment in full for those Goods; and b. payment of all other sums owed by the Customer to HH under any Contract.
7.4 Until ownership passes, the Customer:
a. holds the Goods as bailee for HH; b. must keep the Goods separate, identifiable and properly stored; c. must not sell, pledge, charge, mortgage, dispose of or otherwise deal with the Goods, except with HH’s prior written consent; d. must keep the Goods insured against loss, damage and theft for their full replacement value; e. must notify HH immediately of any loss, damage, seizure or attempted seizure; and f. must provide information about the Goods and their location when requested by HH.
7.5 If the Customer sells the Goods before ownership passes with HH’s written consent, the Customer must hold the proceeds of sale on trust for HH and must not mix them with other money.
7.6 If the Customer fails to pay any sum when due, becomes insolvent or commits a material breach, HH may require the Customer to return the Goods. If the Customer fails to do so, HH may enter premises where the Goods are reasonably believed to be located and repossess them, to the extent permitted by law.
7.7 HH may issue proceedings to recover the Price even if ownership of the Goods has not passed.
7.8 The Customer’s rights in respect of title and risk do not affect any statutory rights available to a Consumer.
8. Customer Responsibilities
8.1 The Customer must:
a. provide HH with safe, clear and reasonable access to premises, systems, equipment and facilities; b. obtain all necessary permissions from landlords, occupiers, network operators and other third parties; c. provide suitable heat, lighting, power, ventilation, network connectivity and other utilities reasonably required for the Services; d. provide accurate and complete information, specifications, passwords, permissions and instructions; e. ensure that its systems, premises and equipment are reasonably suitable for the Services; f. comply with HH’s reasonable security and operational instructions; g. maintain appropriate backups unless backup services are expressly included in the Contract; h. ensure that its employees, agents and contractors cooperate with HH; and i. use the Services lawfully and responsibly.
8.2 The Customer must not connect any telephone, network, computing or other device to HH’s network or infrastructure unless the device is approved by HH or complies with applicable standards and licence requirements.
8.3 If HH reasonably believes that a device does not comply with applicable standards or may compromise the Services, HH may require the Customer to disconnect it or may disconnect it at the Customer’s cost.
8.4 The Customer is responsible for all loss, delay, additional cost or damage caused by:
a. inaccurate or incomplete information; b. lack of access or permission; c. delay by the Customer or a third party; d. unauthorised changes to systems or equipment; e. misuse, negligence or breach of these Terms; or f. failure to follow HH’s reasonable instructions.
8.5 The Customer must not use the Services:
a. for any unlawful, fraudulent, threatening, offensive, indecent or abusive purpose; b. to infringe intellectual property, privacy or other rights; c. to transmit malicious code or harmful material; or d. in a way that may damage or disrupt HH’s systems or another customer’s services.
9. Defects and Inspection
9.1 A Business Customer must inspect Goods and Services promptly after delivery or completion.
9.2 A Business Customer must notify HH in writing of any alleged defect, shortage, damage or failure to comply with the Contract within 10 days of delivery or completion.
9.3 The Customer must give HH a reasonable opportunity to inspect and investigate any alleged defect.
9.4 If a Business Customer does not notify HH within the period in clause 9.2, the Goods or Services will be deemed accepted, subject to latent defects and any rights that cannot lawfully be excluded.
9.5 Where HH accepts that Services are defective, HH’s liability will, at its option, be limited to:
a. repeating or rectifying the affected Services; or b. refunding the reasonable Price paid for the affected Services.
9.6 Nothing in this clause limits a Consumer’s statutory rights or remedies under the Consumer Rights Act 2015 or other applicable legislation.
10. Warranty
10.1 Goods not manufactured by HH are supplied with the benefit of any manufacturer’s warranty that can lawfully be passed to the Customer.
10.2 HH is not responsible for any manufacturer’s warranty beyond the terms provided by the manufacturer.
10.3 The Customer must comply with all manufacturer instructions and warranty conditions.
10.4 Second-hand or refurbished Goods are supplied in the condition described by HH. A Business Customer acknowledges that it has had a reasonable opportunity to inspect such Goods and accepts them subject to any express warranty given by HH.
10.5 Nothing in this clause excludes or limits a Consumer’s statutory rights relating to quality, fitness for purpose, conformity with description or other consumer protections.
11. Default and Consequences of Default
11.1 The Customer is in default if:
a. it fails to pay any amount when due; b. it materially breaches the Contract and, where the breach is capable of remedy, fails to remedy it within a reasonable period after notice; c. it provides materially inaccurate information; d. it uses the Services unlawfully or in a way that creates a security or operational risk; e. it becomes insolvent, enters administration, liquidation or a company voluntary arrangement, has a receiver appointed, ceases or threatens to cease trading, or is unable to pay its debts as they fall due; or f. any similar event occurs under the law applicable to the Customer.
11.2 If the Customer is in default, HH may, without prejudice to its other rights:
a. suspend the Services; b. require payment in advance; c. cancel or terminate the Contract; d. recover possession of unpaid Goods or Equipment; e. declare all outstanding amounts immediately due and payable; f. refuse further Orders; or g. charge reasonable costs incurred in dealing with the default.
11.3 HH may terminate the Contract immediately by written notice if the Customer becomes insolvent or any event in clause 11.1(e) occurs.
11.4 Termination does not affect rights or liabilities accrued before termination.
11.5 The Customer must pay for all Goods delivered and Services provided up to termination, together with any lawful cancellation charges, outstanding expenses and other sums due under the Contract.
11.6 HH is not liable for loss suffered by the Customer as a result of HH exercising a right under this clause where HH has acted lawfully and reasonably.
12. Suspension of Services
12.1 HH may suspend some or all Services if HH reasonably believes that:
a. the Services are being used fraudulently or unlawfully; b. the Services are being used to make offensive, indecent, threatening, nuisance or hoax communications; c. the Customer’s use creates a security, safety or operational risk; d. the Customer has materially breached these Terms; or e. an amount due to HH remains unpaid.
12.2 HH will contact the Customer before suspension where reasonably practicable, except where immediate suspension is necessary to protect HH, the Customer, another customer, a third party or the integrity of a system or network.
12.3 The Contract continues during a suspension unless terminated in accordance with these Terms.
12.4 The Customer remains liable for charges during suspension where the suspension is caused by the Customer’s act, omission, breach or non-payment.
12.5 HH may charge a reasonable reconnection or reinstatement fee.
13. Cancellation and Consumer Cancellation Rights
13.1 HH may cancel an Order before delivery or commencement of the Services by giving written notice to the Customer.
13.2 If HH cancels under clause 13.1, HH will refund any amount paid for Goods or Services that have not been delivered or provided. Subject to applicable law, HH will have no further liability for the cancellation.
13.3 A Business Customer may cancel an Order before the Services become operational within 7 days of receiving HH’s written confirmation of the Order, provided that cancellation is given in writing.
13.4 A cancellation by a Business Customer after that period, or after Services have commenced, may result in the Customer paying HH’s reasonable loss arising from cancellation, including:
a. work already performed; b. committed supplier or subcontractor costs; c. non-refundable third-party charges; d. reasonable administrative and recovery costs; and e. where a minimum term has been agreed, the reasonable loss of profit and recurring charges for the remaining minimum period, subject to applicable law.
13.5 Where a minimum term applies, the cancellation charge for a Business Customer will be calculated by reference to the average monthly invoice or agreed monthly spend multiplied by the number of months remaining, less any costs avoided by HH.
13.6 A Consumer’s right to cancel a distance or off-premises Contract is governed by the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.
13.7 Unless an exception applies, a Consumer may cancel a distance or off-premises Contract within 14 days after the Contract is formed, by notifying HH clearly in writing.
13.8 A Consumer may request that Services begin during the 14-day cancellation period. If the Consumer later cancels, the Consumer may be required to pay a proportionate amount for Services supplied up to cancellation, to the extent permitted by law.
13.9 The right to cancel may not apply, or may be lost, where:
a. the Services have been fully performed after the Consumer’s express request and acknowledgement that the cancellation right would be lost; b. Goods have been made to the Consumer’s specification or clearly personalised; c. sealed Goods cannot be returned for health protection or hygiene reasons and have been unsealed; d. digital content has been supplied after the Consumer’s express consent and acknowledgement that the cancellation right would be lost; or e. another statutory exception applies.
13.10 Where a Consumer validly cancels, HH will provide any refund required by law within 14 days, subject to any lawful deductions or the right to withhold a refund until Goods have been returned or the Consumer has provided evidence of return.
13.11 Nothing in this clause limits any cancellation, rejection, refund or other remedy available to a Consumer under applicable law.
14. Intellectual Property
14.1 All intellectual property rights in HH’s pre-existing materials, designs, drawings, plans, documents, systems, software, tools, templates, processes, methodologies, know-how and working practices remain owned by HH or its licensors.
14.2 The Customer may use documents, designs, plans and other materials supplied by HH only for the purpose for which they were supplied and only after the Customer has paid all amounts due.
14.3 The Customer must not copy, adapt, reproduce, publish, distribute, licence, sell or commercially exploit HH’s materials without HH’s prior written consent.
14.4 Where HH creates custom deliverables for the Customer:
a. the Customer retains ownership of data, content and materials supplied by the Customer; b. HH retains ownership of its tools, software components, templates, methodologies, know-how and pre-existing materials; and c. subject to payment in full, HH grants the Customer a non-exclusive, non-transferable licence to use the deliverables for the Customer’s internal business purposes during the term of the Contract.
14.5 Unless expressly agreed otherwise, the licence in clause 14.4 does not permit the Customer to resell, sublicense, distribute or commercially exploit the deliverables.
14.6 The Customer warrants that any designs, data, content, instructions or materials supplied by it will not infringe any third-party intellectual property rights.
14.7 The Customer will indemnify HH against third-party claims, losses, damages, costs and expenses arising from an allegation that materials or instructions supplied by the Customer infringe a third party’s intellectual property rights.
14.8 HH may use images of Goods or completed installations designed or supplied by HH for its portfolio, advertising, marketing or competition material, provided that HH:
a. does not disclose the Customer’s confidential information; and b. obtains the Customer’s consent where required by law or where the images identify the Customer or its premises.
15. Data Protection
15.1 Each party will comply with the UK GDPR, the Data Protection Act 2018 and other applicable data protection legislation.
15.2 Each party must process personal data lawfully, fairly and transparently and must maintain appropriate technical and organisational security measures.
15.3 The parties will determine their respective roles on a service-by-service basis. Where HH processes personal data on behalf of the Customer as a processor, the parties will enter into a separate data processing agreement containing the information required by Article 28 of the UK GDPR.
15.4 The Customer is responsible for ensuring that it has all necessary notices, permissions, consents and lawful bases to provide personal data to HH and to instruct HH to process that data.
15.5 HH may process Customer contact and account information for:
a. administering the relationship; b. providing and improving the Services; c. account management and billing; d. credit checks and debt recovery; e. complying with legal obligations; f. preventing fraud and protecting systems; and g. marketing where HH has a lawful basis to do so.
15.6 HH will comply with the Privacy and Electronic Communications Regulations 2003 when sending electronic marketing communications and will obtain consent where consent is required.
15.7 The Customer may request access to and correction of personal information held by HH, subject to applicable legal restrictions.
15.8 Personal data may be processed by HH’s approved suppliers or subcontractors where necessary to provide the Services. HH remains responsible for selecting appropriate suppliers and requiring suitable data protection obligations.
16. Confidentiality
16.1 Each party must keep confidential all confidential information received from the other party in connection with the Contract.
16.2 Confidential information includes business information, pricing, technical information, security information, customer information, personal data, software, designs, processes, plans and information identified as confidential or which ought reasonably to be understood to be confidential.
16.3 A party may disclose confidential information only:
a. to its employees, officers, professional advisers, insurers, contractors or subcontractors who need to know it and are bound by appropriate confidentiality obligations; b. with the other party’s prior written consent; or c. where disclosure is required by law, a court or a regulatory authority.
16.4 The confidentiality obligations do not apply to information that:
a. is or becomes public other than through breach of the Contract; b. was lawfully known to the receiving party before disclosure; c. is lawfully received from a third party without a duty of confidence; or d. is independently developed without use of the confidential information.
16.5 On request or termination, each party must return or securely destroy confidential information, subject to legal, regulatory, insurance, backup and record-keeping requirements.
16.6 This clause survives termination of the Contract.
17. Limitation of Liability
17.1 Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for:
a. death or personal injury caused by negligence; b. fraud or fraudulent misrepresentation; c. breach of statutory rights that cannot be excluded; or d. any other liability that cannot lawfully be excluded or limited.
17.2 Subject to clause 17.1, HH is not liable for any indirect or consequential loss, or for loss of:
a. profit; b. revenue; c. business or contracts; d. anticipated savings; e. goodwill or reputation; f. production or operating time; g. data or software; h. opportunity; or i. wasted expenditure.
17.3 Subject to clauses 17.1 and 17.4, HH’s total aggregate liability arising out of or in connection with a Contract, whether in contract, tort, negligence, breach of statutory duty or otherwise, will not exceed:
a. the Price paid or payable by the Customer in the 12 months preceding the event giving rise to the claim; or b. where the Contract has been in force for less than 12 months, the total Contract value,
whichever is lower.
17.4 The cap in clause 17.3 does not apply to:
a. fraud or fraudulent misrepresentation by HH; b. death or personal injury caused by HH’s negligence; c. HH’s breach of confidentiality obligations; d. claims that HH’s deliverables infringe a third party’s intellectual property rights, except to the extent caused by Customer materials or instructions; or e. the Customer’s obligation to pay the Price and other amounts due.
17.5 HH is not responsible for loss or damage caused by:
a. the Customer’s failure to follow instructions; b. unauthorised changes or access; c. Customer systems, equipment, software or data not supplied by HH; d. third-party providers, networks or services outside HH’s reasonable control; e. inaccurate information or delayed decisions by the Customer; f. failures caused by malicious activity that could not reasonably have been prevented; or g. circumstances beyond HH’s reasonable control.
17.6 Where the Customer is a Consumer, this clause is subject to the Consumer Rights Act 2015 and does not affect the Customer’s statutory rights or remedies.
18. Force Majeure
18.1 Neither party is liable for delay or failure to perform an obligation caused by circumstances beyond its reasonable control.
18.2 Events beyond reasonable control may include:
a. act of God; b. war, terrorism, civil unrest or riot; c. strike, industrial action or labour shortage; d. fire, flood, storm, extreme weather or natural disaster; e. epidemic or pandemic; f. government action, law, regulation or restriction; g. utility, telecommunications, internet, cloud or power failure; h. cyberattack or widespread security incident; i. failure or delay by a supplier or subcontractor; or j. shortage of materials, equipment or transport.
18.3 The affected party must notify the other party as soon as reasonably practicable and use reasonable efforts to mitigate the effect of the event.
18.4 If a force majeure event continues for more than 60 days and materially prevents performance, either party may terminate the affected Services by written notice.
19. General
19.1 Severability. If any provision of these Terms is invalid, illegal or unenforceable, it will be modified to the minimum extent necessary to make it valid and enforceable. If modification is not possible, it will be severed, and the remaining provisions will continue in force.
19.2 Entire agreement. The Contract constitutes the entire agreement between the parties concerning its subject matter and supersedes previous discussions, representations and agreements, except for any fraudulent misrepresentation.
19.3 No waiver. A failure or delay by either party to exercise a right does not waive that right.
19.4 Variations. A variation to a Contract must be in writing and signed or otherwise expressly accepted by authorised representatives of both parties, except that HH may update operational policies, security requirements or technical procedures where reasonably necessary and gives the Customer reasonable notice.
19.5 Assignment by HH. HH may assign or transfer a Contract, or subcontract performance of any obligation, to a group company, successor or suitable third party by giving reasonable notice to the Customer.
19.6 Assignment by Customer. The Customer may not assign, transfer, charge, subcontract or otherwise deal with its rights or obligations without HH’s prior written consent.
19.7 Third-party rights. A person who is not a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
19.8 Notices. Notices must be in writing and sent:
a. to HH at The Watts Building, 24 Lever Street, Manchester M1 1DZ, or such other address notified by HH; and b. to the Customer at the address or email address stated in the Order or Contract.
19.9 A notice delivered by hand is received when delivered. A notice sent by first-class post is deemed received two Business Days after posting. An email is deemed received when no delivery failure notification is received, provided it is sent before 5.00 pm on a Business Day; otherwise it is deemed received on the next Business Day.
19.10 Relationship. Nothing in a Contract creates a partnership, agency, employment or joint venture between the parties.
19.11 Cumulative remedies. The rights and remedies of each party are cumulative and do not exclude any rights or remedies provided by law.
19.12 Governing law. The Contract and any dispute arising from it are governed by the law of England and Wales.
19.13 Jurisdiction. Subject to any mandatory consumer rights, the courts of England and Wales have exclusive jurisdiction over disputes arising from or connected with the Contract. The parties agree that proceedings may be brought in the courts located in Manchester.
20. Complaints and Escalation
20.1 The Customer should raise complaints in writing with HH as soon as reasonably possible, providing:
a. the Customer’s name and contact details; b. the relevant Order, invoice or Contract reference; c. a clear description of the complaint; d. the relevant dates and events; and e. the outcome sought.
20.2 HH will acknowledge a written complaint within 5 Business Days where reasonably practicable.
20.3 HH will investigate and aim to resolve complaints within 20 working days. If more time is required, HH will explain the reason and provide an updated timetable.
20.4 If the Customer is dissatisfied with the response, the complaint may be escalated to a director of Helping Hand Technology Services Ltd.
20.5 This complaints procedure does not restrict any statutory right or remedy available to a Consumer.
Equipment Hire Terms
These Equipment Hire Terms apply where HH hires Equipment to the Customer. If there is any conflict between these terms and a specific written equipment-hire schedule, the equipment-hire schedule prevails to the extent of the conflict.
21. Equipment Hire Definitions
21.1 Equipment means the equipment identified in the quotation, Order, invoice, hire schedule or other document supplied by HH.
21.2 Hire Period means the period stated in the quotation, Order, invoice or hire schedule.
21.3 Minimum Hire Period means any minimum hire period expressly agreed in writing.
22. Consumer Credit Considerations
22.1 Equipment hire to a Consumer may be subject to the Consumer Credit Act 1974 or other legislation depending on the nature, duration and payment structure of the arrangement.
22.2 Where Equipment is hired to an individual Consumer for a period not exceeding 3 months, the parties intend that the arrangement will fall outside the Consumer Credit Act 1974 where the applicable statutory exemption applies. This clause does not determine the legal status of an arrangement and does not exclude any statutory protection.
22.3 HH will provide any information, notices or documentation required by applicable consumer credit or consumer protection law.
23. Equipment Hire Variations
23.1 Any variation to the Equipment, Hire Period, Minimum Hire Period, Price or other material term must be recorded in writing and accepted by both parties.
23.2 The Customer may not substitute, modify, relocate or add to Equipment without HH’s prior written consent.
24. Hire Period and Charges
24.1 Hire charges begin when the Equipment is collected by or delivered to the Customer and continue until:
a. the Equipment is returned to HH; or b. the expiry of the Minimum Hire Period,
whichever is later.
24.2 The Customer must obtain an off-hire receipt or other written confirmation from HH when Equipment is returned or collected.
24.3 No allowance is made for periods when Equipment is not used, unless HH agrees otherwise in writing.
24.4 If Equipment breaks down and the Customer notifies HH immediately, hire charges will not be payable for the period during which the Equipment is unusable, provided that:
a. the breakdown is not caused by the Customer or its personnel; b. the Equipment has been used correctly; and c. the Customer has complied with the manufacturer’s instructions.
24.5 HH may charge for repair, replacement, collection, storage or inspection where the Equipment has been damaged, misused, lost or made unavailable through the Customer’s act or omission.
25. Risk and Insurance for Equipment
25.1 Risk in Equipment passes to the Customer on delivery or collection.
25.2 The Customer is responsible for the safekeeping of Equipment throughout the Hire Period.
25.3 The Customer must indemnify HH against loss, theft, destruction or damage to Equipment, except to the extent caused by HH’s negligence or a defect for which HH is legally responsible.
25.4 The Customer must insure, or self-insure with HH’s prior written consent, HH’s interest in the Equipment against physical loss or damage, including accident, fire, theft and burglary.
25.5 The Customer must maintain suitable public liability insurance covering loss, damage or injury arising from the possession or use of the Equipment.
25.6 The Customer must provide evidence of insurance upon request.
26. Title to Equipment
26.1 Equipment remains the property of HH at all times.
26.2 The Customer receives only a right to possess and use the Equipment during the Hire Period.
26.3 The Customer must not:
a. sell, assign, transfer, charge, pledge or mortgage the Equipment; b. create or allow any lien over the Equipment; c. permit another person to acquire rights in the Equipment; d. use the Equipment as security; or e. represent that it owns the Equipment.
26.4 If the Customer fails to return Equipment when required, HH may enter premises where the Equipment is reasonably believed to be located and repossess it, to the extent permitted by law.
26.5 The Customer must not pledge HH’s credit or incur any repair, storage or other liability on HH’s behalf.
27. Customer Responsibilities for Equipment
27.1 The Customer must:
a. use the Equipment safely and only for its intended purpose; b. comply with all applicable laws, regulations and health and safety requirements; c. follow all manufacturer and HH instructions; d. ensure that all operators are suitably trained and competent; e. keep the Equipment clean and in good condition, fair wear and tear excepted; f. notify HH immediately of any breakdown, accident, loss, theft or damage; g. not alter, deface, dismantle or add to the Equipment; h. not attach the Equipment to premises in a way that makes it a fixture; i. keep the Equipment at the agreed location; j. notify HH within 7 Business Days of any change in location; k. permit HH reasonable access to inspect or recover the Equipment; and l. return the Equipment with all parts, accessories, manuals and identifying marks intact.
27.2 The Customer must pay HH on demand for:
a. Equipment that is lost, destroyed, stolen, written off or not returned; b. cleaning required beyond ordinary use; c. repairs caused by negligence, misuse, unauthorised modification or failure to follow instructions; d. damage caused by vandalism or a person under the Customer’s control; e. replacement parts, accessories or consumables not included in the Price; f. collection, storage or recovery costs; and g. any other reasonable cost arising from a breach of these Equipment Hire Terms.
27.3 The amount payable for lost, destroyed or unreturned Equipment will be the reasonable replacement cost, taking into account the age and condition of the Equipment where appropriate.
27.4 The Customer is responsible for ensuring free and safe access to the location of the Equipment. HH may charge for delays or failed visits caused by lack of access.
28. Return and Termination of Equipment Hire
28.1 On expiry or termination of the Hire Period, the Customer must return the Equipment to HH or make it available for collection at the agreed location.
28.2 Equipment must be returned complete, clean and in good working order, fair wear and tear excepted.
28.3 If the Customer does not return Equipment when required, HH may charge continued hire fees until return, together with reasonable recovery, storage and replacement costs.
28.4 Termination of the Equipment hire does not affect any accrued payment, repair, replacement, indemnity or other obligation.
COMPANIES ACT DISCLOSURE
Helping Hand Technology Services Ltd is a company registered in England and Wales, registered number 13367411. Registered office: Halifax House, 93–101 Bridge Street, Manchester M3 2GX. Trading address: The Watts Building, 24 Lever Street, Manchester M1 1DZ.