Terms and Conditions

These Terms and Conditions govern the sale of products, software, licences, cloud subscriptions, managed services, professional services and related IT services by DT Innovation Limited trading as DTI Tech.

In these Terms, "DTI Tech", "we", "us" and "our" means DT Innovation Limited trading as DTI Tech. "Customer", "you" and "your" means the business, organisation, public sector body, charity, education provider or other entity purchasing from us.

These Terms apply to all quotations, proposals, orders, renewals, invoices and services supplied by DTI Tech unless we agree otherwise in writing.

These Terms are intended for business-to-business transactions only. Our website and services are not intended for consumer purchases. If we agree to sell to a consumer, separate consumer terms may apply.

By placing an order, accepting a quotation, creating a trade account, approving a purchase order or using our website to buy products or services, you agree to these Terms.

DTI Tech operates as an IT reseller, procurement partner and technology services provider.

We may source products, software, licences, subscriptions, services and support from third-party distributors, vendors, managed service providers and channel partners.

Unless expressly stated otherwise in writing, DTI Tech is not the manufacturer, original software developer, courier, finance provider, warranty provider or underlying managed service operator.

Where goods or services are supplied by or fulfilled through a third-party distributor, vendor or service partner, your order may also be subject to applicable vendor, manufacturer, distributor, licence, service, support, warranty, RMA, cloud subscription or end-user terms.

If there is a conflict between these Terms and mandatory vendor or distributor terms that apply to a specific product, licence, service or subscription, the relevant vendor or distributor terms may take priority for that product, licence, service or subscription.

We may require Customers to apply for a trade account before accessing pricing, placing orders or using our procurement portal.

We may request company information, billing details, delivery addresses, VAT details, authorised buyer details, credit checks, proof of identity, proof of authority or other onboarding information before accepting an account or order.

You are responsible for ensuring that only authorised personnel use your account.

You must tell us immediately if an authorised user leaves your organisation or if you suspect unauthorised access to your account.

We may refuse, suspend or close an account at our discretion, including where we believe there is a credit risk, fraud risk, compliance risk, export risk, misuse of pricing information, breach of supplier terms or breach of these Terms.

Prices shown on our website, portal, quotations or proposals are subject to change unless we expressly state that a price is fixed for a specified period.

Where we operate a cost-plus pricing model, the price may be calculated by reference to our supplier cost plus an agreed margin, service fee, transaction fee, handling fee, delivery charge, configuration charge or other agreed charge.

Supplier cost, stock availability, rebate eligibility, promotional pricing, delivery charges and vendor terms may change without notice.

Unless otherwise stated, prices exclude VAT, delivery charges, insurance, configuration charges, installation charges, professional services, managed services, recycling fees, licence transfer fees and any applicable import, export, customs or regulatory charges.

Any error in pricing, product description, stock status, image, specification, EDI feed, API feed or supplier data does not oblige us to supply at the incorrect price or specification.

We may correct obvious errors, withdraw quotations, amend prices or cancel orders where supplier pricing, availability or product data is incorrect.

Quotations are valid only for the period stated on the quotation. If no validity period is stated, the quotation is indicative and subject to confirmation before order acceptance.

Product descriptions, specifications, images, datasheets, compatibility information, stock levels and estimated delivery dates may be supplied by third-party vendors, distributors or data feeds.

We use reasonable care to present accurate information, but we do not guarantee that website or feed information is complete, current or error-free.

Availability is not guaranteed until the relevant order has been accepted and confirmed by us and, where applicable, by our supplier.

We may offer alternatives where products are discontinued, unavailable, constrained, end-of-life, replaced by newer models or subject to vendor restrictions.

You are responsible for checking that the products, licences or services ordered meet your technical, operational, regulatory, compatibility and procurement requirements.

An order placed through our website, portal, email, purchase order or quotation acceptance is an offer by you to purchase.

No contract is formed until we confirm acceptance of the order in writing, issue an order confirmation, begin fulfilment or issue an invoice.

We may reject or cancel an order where:

1. a.the product or service is unavailable;
2. b.pricing or product information is incorrect;
3. c.supplier terms prevent fulfilment;
4. d.payment has not been received or approved;
5. e.credit limits have been exceeded;
6. f.compliance checks have not been completed;
7. g.the order appears fraudulent, unlawful or unauthorised;
8. h.the order may breach export control, sanctions, vendor, distributor or licensing restrictions.

Purchase orders issued by you are for administrative purposes only. Any terms printed on or attached to your purchase order shall not apply unless expressly accepted by us in writing.

Payment terms shall be as stated on our quotation, invoice, order confirmation or agreed account terms.

We may require payment in advance, payment by card, bank transfer, direct debit, staged payments, deposit, credit approval or cleared funds before fulfilment.

Where we provide credit terms, we may withdraw or vary those credit terms at any time.

You must pay invoices in full without deduction, set-off or withholding unless required by law.

Late payments may result in suspension of orders, suspension of services, withdrawal of credit, cancellation of orders, interest charges and recovery costs.

We may charge interest on overdue sums in accordance with the Late Payment of Commercial Debts legislation or such other rate as stated in our invoice or agreement.

You are responsible for all bank charges, chargebacks, failed payment fees, currency conversion costs and collection costs incurred as a result of late or failed payment.

Products may be delivered directly from our premises, from a distributor, from a vendor, from a third-party warehouse or by direct shipment to your nominated site.

Delivery dates and times are estimates only unless expressly agreed in writing as guaranteed.

You must provide accurate delivery information, site access details, contact details, opening hours, booking-in requirements and any restrictions affecting delivery.

You are responsible for ensuring that someone authorised is available to receive and inspect delivery.

Delivery may be made in instalments.

Additional charges may apply for failed delivery, refused delivery, redelivery, timed delivery, pallet delivery, remote location delivery, special handling or delivery outside mainland UK.

Where goods are shipped directly to your customer, branch office, remote worker or site, you remain responsible for checking delivery, notifying discrepancies and complying with applicable supplier return processes. Our suppliers' UK terms expressly place obligations on the reseller/customer to report delivery discrepancies where products are shipped direct to the reseller's customer or forwarded on.

Risk in physical products passes to you on delivery to the delivery address or collection by you, your agent, courier or nominated representative.

Title to physical products shall not pass to you until we have received full cleared payment for those products and any other overdue sums owed to us.

Until title passes, you must keep products safe, insured, identifiable and free from any third-party claim.

Software, licences, cloud subscriptions and digital services are licensed, not sold, and remain subject to the applicable vendor or licensor terms.

You must inspect all deliveries as soon as reasonably possible.

You must notify us in writing of missing items, incorrect items, visible damage or delivery discrepancies within two working days of delivery, unless a shorter supplier deadline applies.

You must retain all packaging, labels, delivery notes and photographic evidence where goods are damaged, incorrect or incomplete.

Failure to notify us promptly may affect our ability to raise a claim with the courier, distributor or vendor and may result in rejection of a claim.

Business-to-business orders are not automatically cancellable once accepted, particularly where products are special order, configured, personalised, licence-based, subscription-based, non-stock, direct-shipped or supplied subject to vendor restrictions.

No product may be returned without our prior written authorisation and, where applicable, a valid supplier or manufacturer RMA number.

Returns are subject to supplier, vendor and manufacturer approval.

Returned products must be complete, unused unless faulty, in original packaging, with all accessories, manuals, licences, labels and serial numbers intact.

We may refuse returns or apply restocking, handling, courier, inspection or cancellation charges.

Software, cloud subscriptions, licences, digital products, activated products, opened media, configured products, special order products and made-to-order products are usually non-cancellable and non-returnable unless faulty or otherwise required by law.

Our suppliers' published UK customer service guidance states that product returns require written request and a valid RMA number, with RMA validity periods and process requirements applying.

Faulty products are normally covered by the relevant manufacturer, vendor or distributor warranty.

Warranty periods, remedies and processes vary by manufacturer, product category and vendor.

You must follow the applicable warranty or RMA process, including diagnostic steps, serial number checks, proof of purchase, return packaging requirements and manufacturer support requirements.

We may assist with warranty claims where reasonable, but we do not provide a separate warranty unless expressly stated in writing.

Where a manufacturer or vendor provides repair, replacement, credit or refund as the remedy, that remedy shall normally be your sole remedy for the relevant product fault, subject to applicable law.

We are not responsible for faults caused by misuse, accident, unauthorised repair, unsuitable environment, incorrect installation, incompatible equipment, power issues, malware, neglect, abnormal use or failure to follow manufacturer instructions.

Software, SaaS, cloud services, subscriptions and digital products are supplied subject to the relevant vendor's licence terms, acceptable use policies, service descriptions, data processing terms, renewal terms and support terms.

You are responsible for ensuring that licence quantities, user types, regions, usage rights, renewal dates and subscription terms meet your requirements.

Some licences and subscriptions may auto-renew unless cancelled within the required notice period.

You are responsible for notifying us in writing of any required cancellation, reduction, renewal change or licence reassignment before the applicable vendor deadline.

We are not liable for charges incurred because cancellation instructions were late, incomplete or not accepted by the vendor.

We may provide managed services, professional services, project services, support services, monitoring, configuration, installation, consultancy, procurement support or third-party services.

Services may be delivered by DTI Tech, by our subcontractors, by vendors or by channel service partners.

Our channel service partners cover the full lifecycle of customers' IT investments, including professional services, managed services, support services, connectivity, logistics and business services, delivered through a channel-only model.

Service scope, deliverables, assumptions, exclusions, timescales, dependencies, service hours, response targets, escalation routes and charges shall be as set out in the relevant statement of work, service schedule, quotation or order form.

Unless expressly agreed in a service schedule, any response times, target resolution times, monitoring alerts or service levels are targets only and not guarantees.

You must provide timely access to systems, sites, documentation, administrator accounts, licences, backups, network information, security approvals and suitably authorised personnel.

Delays caused by missing information, unavailable personnel, access issues, third-party dependencies, vendor delays, change freezes or customer-side issues may result in revised timescales and additional charges.

You are responsible for:

1. a.selecting suitable products and services;
2. b.checking compatibility with your systems and policies;
3. c.maintaining appropriate backups;
4. d.securing your systems, accounts and credentials;
5. e.complying with vendor licence terms;
6. f.providing accurate billing, delivery and technical information;
7. g.ensuring purchases are authorised;
8. h.ensuring your use complies with applicable law, sanctions, export controls and procurement rules.

You must not use products or services for unlawful purposes, prohibited end uses, sanctioned destinations, unauthorised resale, infringement of third-party rights, malware, cyber abuse, surveillance abuse or any activity that would breach vendor or supplier restrictions.

Products, software, cloud services and technical data may be subject to UK, EU, US or international export control, sanctions and trade compliance laws.

You must not export, re-export, transfer or make available any product, software, service or technical data in breach of applicable laws or vendor restrictions.

We may refuse or cancel orders where we reasonably believe there is an export control, sanctions, restricted party, restricted territory, military end-use, dual-use or compliance risk.

Each party shall comply with applicable UK data protection laws.

Our use of personal data is described in our Privacy Policy.

Where we process personal data on your behalf as a processor, the parties shall enter into appropriate data processing terms where required.

Where products or services are fulfilled by vendors, distributors, couriers, cloud providers or service partners, personal data may be shared with those parties as necessary to process orders, provide services, manage licences, deliver support, prevent fraud, comply with law and manage warranties.

You must ensure you have the right to provide personal data to us and to our relevant suppliers, vendors and service partners.

You are responsible for maintaining the security of your own systems, users, endpoints, accounts, credentials, networks, backups and administrative access.

Where we provide security-related services, the scope will be limited to the services expressly agreed in writing.

No security service can guarantee prevention of all cyber incidents, vulnerabilities, data loss, downtime or unauthorised access.

You must notify us promptly of any suspected security incident that may affect services we provide or systems we access.

Each party shall keep confidential any non-public commercial, technical, pricing, security, customer, supplier or business information received from the other party.

You must not disclose confidential pricing, supplier pricing, cost-plus calculations, portal data, stock feeds, API data or commercially sensitive information to third parties without our written consent.

Confidentiality obligations do not apply to information that is public, already known, independently developed or required to be disclosed by law.

All intellectual property in our website, branding, portal, documentation, templates, reports, processes and materials remains owned by us or our licensors.

Vendor and manufacturer intellectual property remains owned by the relevant vendor or manufacturer.

You may use materials supplied by us only for your internal business purposes unless we agree otherwise in writing.

You may use our website and portal only for lawful business procurement and account management purposes.

You must not scrape, copy, reverse engineer, overload, attack, interfere with, misuse or attempt unauthorised access to our website, portal, APIs, pricing data, supplier feeds or systems.

We may suspend access for maintenance, security, abuse prevention, supplier restrictions or suspected breach of these Terms.

Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation or any liability that cannot legally be limited.

Subject to clause 22.1, we shall not be liable for:

1. a.loss of profit;
2. b.loss of revenue;
3. c.loss of business;
4. d.loss of goodwill;
5. e.loss of anticipated savings;
6. f.loss or corruption of data;
7. g.business interruption;
8. h.indirect or consequential loss;
9. i.losses caused by vendor, distributor, courier, manufacturer, cloud provider or customer-side delays outside our reasonable control.

Subject to clause 22.1, our total aggregate liability arising out of or in connection with any order, product, service or contract shall be limited to the amount paid by you to us for the specific product or service giving rise to the claim in the preceding 12 months.

For managed services, support services or recurring subscriptions, our total aggregate liability shall be limited to the fees paid for the affected service during the 12 months preceding the claim.

You acknowledge that pricing is based on the limitations of liability set out in these Terms.

You shall indemnify us against losses, claims, costs, damages and expenses arising from:

1. a.your breach of these Terms;
2. b.misuse of products, software, licences or services;
3. c.breach of vendor licence terms;
4. d.inaccurate information supplied by you;
5. e.unlawful export, resale or restricted use;
6. f.unauthorised use of your account;
7. g.claims from your own customers where we have supplied you as reseller, procurement partner or fulfilment provider.

We shall not be liable for delay or failure caused by events beyond our reasonable control, including supplier failure, vendor delay, courier failure, cyber incidents, internet outages, strikes, extreme weather, pandemic, war, terrorism, government action, sanctions, import/export restrictions, energy failure or supply chain disruption.

We may suspend orders, deliveries, licences, support or services where:

1. a.payment is overdue;
2. b.you exceed credit limits;
3. c.you breach these Terms;
4. d.we suspect fraud, misuse or unlawful activity;
5. e.required supplier, vendor or compliance approvals are not in place;
6. f.continuing service would create a legal, security or commercial risk.

Either party may terminate a service agreement in accordance with the relevant order form, service schedule or statement of work.

Termination does not affect accrued rights, payment obligations, confidentiality obligations, licence restrictions or clauses intended to survive termination.

We may update these Terms from time to time.

The version in force at the time an order is accepted will apply to that order unless otherwise agreed.

Continued use of our website, portal or services after updated Terms are published may constitute acceptance of the updated Terms.

Please contact us first if you have a complaint or dispute.

We will use reasonable efforts to resolve disputes promptly and commercially.

The parties shall attempt to resolve disputes through good-faith negotiation before commencing court proceedings, except where urgent injunctive relief, debt recovery or protection of confidential information is required.

These Terms and any contract between us shall be governed by the laws of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction, unless we choose to bring proceedings in another jurisdiction where you are based or where enforcement is required.