Effective: 01/08/2025

Section 1 – Definitions and Interpretation

1.1 “GeiG” means geig.co.uk, a trading name of Computerko Limited, company registration number 11125670, whose registered office is 27 Old Gloucester Street, London, WC1N 3AX.
1.2 “Customer” means any business, company, partnership, sole trader, public body, or institution purchasing Goods or Services from GeiG.
1.3 “Goods” means any product, hardware, component, software, or accessory supplied under a Contract.
1.4 “Services” means installation, configuration, maintenance, cloud access or other professional support supplied under a Contract.
1.5 “Contract” means the binding agreement formed on GeiG’s written acceptance of the Customer’s order or on delivery of Goods or commencement of Services, whichever occurs first.
1.6 These Terms apply only to business-to-business (B2B) transactions and not to consumers.
1.7 Headings do not affect interpretation. Singular includes plural and vice versa. References to legislation include amendments and successors.

Section 2 – Basis of Sale

2.1 All quotations, proposals and offers are subject to these Terms, which prevail over Customer terms.
2.2 No Contract exists until GeiG accepts the order in writing or delivers Goods/commences Services.
2.3 Customer warrants it has authority to enter the Contract.
2.4 GeiG may correct clerical errors in quotations, acknowledgements or invoices.
2.5 Oral promises by staff are not binding unless confirmed in writing by an authorised GeiG representative.
2.6 The Customer confirms it does not rely on representations not contained in these Terms.

Section 3 – Orders, Cancellations and Variations

3.1 Orders must contain accurate product codes, quantities and delivery details and are subject to stock and credit approval.
3.2 Orders cannot be cancelled or varied except with GeiG’s prior written consent.
3.3 Where GeiG accepts cancellation or variation, Customer will pay a cancellation fee equal to 20% of order value or GeiG’s actual costs, whichever is greater.
3.4 Custom or special-built Goods are non-cancellable once manufacture commences.
3.5 The Customer acknowledges no statutory consumer cooling-off rights apply to B2B purchases.
3.6 GeiG may decline orders if the account is in arrears, export restrictions apply, or fulfilment would contravene law or policy.
3.7 Variations after acceptance may change delivery dates and price.

Section 4 – Delivery and Risk Transfer

4.1 GeiG will deliver to the address in the order or make Goods available for collection as agreed.
4.2 Delivery dates are estimates unless expressly guaranteed in writing.
4.3 Delivery is complete on physical receipt by Customer or its agent; signing the carrier’s delivery note; or GeiG’s notice of readiness for collection (EXW).
4.4 Risk passes on completion of delivery; title remains with GeiG until full payment of all sums due.
4.5 Customer must inspect Goods on delivery and notify GeiG within 48 hours of visible damage or shortage; failure to do so constitutes acceptance.
4.6 If delivery is delayed due to Customer’s fault, GeiG may store Goods at Customer’s cost and risk and charge for re-delivery.
4.7 GeiG may deliver by instalments; each instalment is a separate sale.
4.8 Delivery is under Incoterms® 2020, default EXW GeiG’s UK warehouse unless agreed otherwise.
4.9 GeiG is not liable for delays caused by carriers, customs or events beyond its control.

Section 5 – Returns, Acceptance and Warranty

5.1 No Goods may be returned without a valid Return Material Authorisation (RMA) issued by GeiG.
5.2 GeiG accepts returns only for defective or incorrectly supplied Goods or where authorised.
5.3 Returned Goods must be unused, in original packaging and accompanied by the RMA.
5.4 Customer bears return carriage costs unless return is GeiG’s error.
5.5 GeiG warrants Goods are free from defects in material and workmanship for 12 months from delivery unless otherwise stated in writing.
5.6 Warranty excludes defects caused by installation, storage, modification, misuse, normal wear and tear or breach of instructions.
5.7 GeiG may repair, replace or credit defective Goods at its discretion upon verification.
5.8 Except as expressly stated, all other warranties and conditions are excluded to the fullest extent permitted by law.

Section 6 – Prices and Payment

6.1 Prices exclude VAT, import duties and transport unless stated.
6.2 Quotations valid for 30 days unless withdrawn.
6.3 Payment terms: 30 days net from invoice date unless agreed otherwise. Time for payment is of the essence.
6.4 Interest on overdue sums: 8% per annum above Bank of England base rate, calculated daily.
6.5 GeiG may suspend deliveries for overdue accounts or exceeded credit limits.
6.6 Payments must be made without set-off or deduction.
6.7 GeiG may adjust prices for currency, tariffs or raw material cost changes.

Section 7 – Cloud Services and Digital Access

7.1 Cloud Services are licensed for internal business use only.
7.2 Access credentials are issued to authorised users and must not be shared.
7.3 Cloud Services provided “as-is”; GeiG gives no warranty of uninterrupted availability or fitness for a specific purpose.
7.4 Customer is responsible for its own backups and cybersecurity.
7.5 GeiG may suspend access for misuse, non-payment or legal non-compliance.

Section 8 – Title and Intellectual Property

8.1 Title remains with GeiG until full payment of all sums due.
8.2 Until title passes Customer must hold Goods as fiduciary bailee, keep separate, maintain and insure them.
8.3 GeiG may repossess Goods unpaid for and may enter Customer premises to recover them.
8.4 Software and related IP are licensed, not sold; Customer may not copy, modify or reverse engineer.
8.5 All patents, trademarks, designs and copyrights remain the property of GeiG or its licensors.
8.6 Trade mark notice. “GeiG” is a trade mark; the trade mark is owned by a third party and is used under licence. Other third-party trade marks remain the property of their respective owners.

Section 9 – Liability and Limitation

9.1 Nothing excludes liability for death or personal injury caused by negligence or for fraud.
9.2 GeiG’s aggregate liability for any claim shall not exceed the price of the Goods or Services giving rise to the claim.
9.3 GeiG is not liable for: indirect or consequential loss; loss of profit, revenue or goodwill; or loss from delays, data loss or third-party claims.
9.4 Customer indemnifies GeiG against claims arising from misuse, resale, unauthorised modification or combination of Goods with third-party equipment.
9.5 All implied warranties and conditions are excluded to the maximum extent permitted.

Section 10 – Data Protection and Confidentiality

10.1 Each party will comply with the UK GDPR and Data Protection Act 2018.
10.2 For personal data processed in connection with the Site and the Services, the parties will document their roles; where GeiG processes personal data as processor it will act only on Customer’s documented instructions and implement appropriate technical and organisational measures. Where GeiG is the data controller for site transactions, GeiG will process in accordance with its Privacy Policy.
10.3 The Customer warrants that personal data supplied relates only to business contacts or employees and is lawfully provided.
10.4 Each party shall keep confidential business and technical information disclosed under the Contract and not disclose it except with consent or as required by law.

Section 11 – Force Majeure

11.1 Neither party is liable for failure or delay due to events beyond reasonable control (Force Majeure).
11.2 Force Majeure does not relieve Customer of obligation to pay for delivered Goods.
11.3 If a Force Majeure event continues beyond 60 days either party may terminate the affected part of the Contract by written notice.

Section 12 – Termination and Suspension

12.1 GeiG may suspend or terminate performance immediately if Customer: (a) fails to pay; (b) commits a material breach; or (c) becomes insolvent or subject to insolvency procedures.
12.2 On termination all outstanding sums become due and payable.
12.3 Customer must return unpaid-for Goods within 7 business days or permit GeiG to recover them.
12.4 Termination does not affect accrued rights or obligations.

Section 13 – Compliance, Ethics and ESG

13.1 Both parties shall comply with applicable law including the Bribery Act 2010, Modern Slavery Act 2015, Environmental Protection Act 1990 and WEEE/RoHS/REACH obligations.
13.2 Customer shall maintain policies consistent with GeiG’s Ethical Conduct Framework and provide evidence on request.
13.3 Breach of this Section is a material breach permitting termination.

Section 14 – Subcontractors, Subprocessors and Audit

14.1 GeiG may subcontract services (hosting, delivery, payments, analytics). GeiG will maintain a list of subprocessors and provide it to Customer on request.
14.2 GeiG remains liable for acts and omissions of subprocessors and subcontractors and must ensure they meet equivalent obligations.
14.3 Customer may audit GeiG’s compliance with the Contract on reasonable notice (no less than 10 business days) and during normal business hours; audits will be subject to confidentiality and limited to compliance with security, data protection and service obligations.

Section 15 – Security, Data Breach and PCI-DSS Warranty

15.1 GeiG shall maintain reasonable technical and organisational measures to protect Goods, Services and Website Data.
15.2 Data breach timeframe. If GeiG becomes aware of a personal data breach affecting Customer data, GeiG will notify the Customer within 24 hours, provide a preliminary report within 72 hours and a full remediation plan within 10 business days, and will cooperate with regulatory reporting.
15.3 PCI-DSS warranty. Where GeiG (or its payment partners) processes cardholder data, GeiG warrants it will maintain applicable PCI-DSS compliance and will provide evidence on request. GeiG indemnifies Customer for fines, costs or losses arising from GeiG’s failure to maintain PCI-DSS compliance.

Section 16 – Accessibility and Support SLA

16.1 GeiG aims to make Services and documentation accessible. For alternative formats or accessibility help Customer should contact support. GeiG will acknowledge requests within 2 business days and aim to provide alternatives within 5 business days, or advise a reasonable timeframe if longer is needed.

Section 17 – General Provisions

17.1 These Terms constitute the entire agreement and supersede prior arrangements.
17.2 Variations must be in writing signed by both parties.
17.3 Notices: by hand, recorded post or registered business email to addresses in the order.
17.4 No waiver by GeiG of any breach shall be a waiver of future breaches.
17.5 If any provision is invalid the remainder remains in force.
17.6 These Terms do not create third-party rights under the Contracts (Rights of Third Parties) Act 1999.
17.7 The English-language version prevails.

Section 18 – Governing Law and Dispute Resolution

18.1 The Contract is governed by English law.
18.2 The parties submit to the exclusive jurisdiction of the courts of England and Wales. Parties may seek mediation under the CEDR model before litigation.
18.3 The CISG is excluded.