1. Definitions
In these terms, the following words have the following meanings:
- "Arqon" / "we" / "us" — the sole trader business trading as Arqon, based in Bexley, Southeast London.
- "Client" / "you" — the business or organisation that has accepted a Quotation from Arqon.
- "Contract" — the agreement formed between Arqon and the Client upon acceptance of a Quotation, incorporating these terms.
- "Quotation" — a written fixed-price quote issued by Arqon for specific Installation Work or Managed Services.
- "Installation Work" — any one-off project work including network cabling, hardware installation, configuration, Wi-Fi deployment, CCTV installation, or office moves.
- "Managed Services" — ongoing monthly support services including monitoring, patching, helpdesk support, backup management, and firewall management as specified in the Quotation.
- "Hardware" — any physical equipment (switches, access points, gateways, cabling, cabinets, cameras, etc.) supplied by Arqon as part of the Installation Work.
- "Fees" — the charges payable by the Client as set out in the Quotation.
2. Formation of contract
2.1 A Contract is formed when the Client accepts a Quotation in writing (including by email) or by paying a deposit requested by Arqon.
2.2 These terms apply to all Contracts between Arqon and the Client. Any conflicting terms in the Client's purchase orders or other documents shall not apply unless expressly agreed by Arqon in writing.
2.3 No employee, agent, or representative of Arqon has authority to vary these terms verbally.
3. Quotations and scope of work
3.1 Quotations are valid for 30 days from the date of issue unless otherwise stated.
3.2 Quotations are based on information available at the time of survey or enquiry. If the scope, site conditions, or requirements differ materially from those assumed in the Quotation, Arqon reserves the right to issue a revised Quotation before proceeding.
3.3 Any work requested by the Client that falls outside the agreed scope of a Quotation ("Additional Work") will be quoted and agreed separately before being carried out. Arqon is not obliged to carry out Additional Work on the same day as the original works.
3.4 Where a free site survey has been carried out, the resulting written Quotation constitutes the fixed price for the described scope. Verbal estimates provided without a formal Quotation are indicative only and are not binding.
4. Installation projects
4.1 Arqon will carry out Installation Work with reasonable skill and care, in accordance with the agreed Quotation and these terms.
4.2 Any timescales given for completion are estimates only. Arqon will not be liable for delays caused by circumstances outside its reasonable control, including but not limited to access difficulties, third-party supplier delays, or unforeseen structural issues.
4.3 The Client must ensure that Arqon has safe and reasonable access to the premises and all relevant areas on the agreed date(s). If access is not provided and Arqon is unable to carry out the work, Arqon may charge for any abortive time or costs incurred.
4.4 Upon completion of Installation Work, Arqon will provide the Client with documentation including a network diagram, cable schedule, and device configuration summary.
4.5 Risk in any Hardware supplied passes to the Client upon delivery to the premises.
5. Managed services
5.1 Managed Services commence on the date agreed in the Quotation or, where no date is specified, on the date the relevant monitoring software is deployed to the Client's systems.
5.2 The specific services included in a Managed Services contract are those described in the Quotation. Services not listed in the Quotation are not included and will be subject to separate quotation.
5.3 Managed Services are provided on a monthly rolling basis unless a fixed initial term is agreed in writing. Either party may terminate on 30 days' written notice after any agreed initial term.
5.4 Response times and SLAs are those stated in the Quotation. Response times are measured during Arqon's standard business hours (Monday to Friday, 09:00–17:30, excluding public holidays in England) unless out-of-hours cover has been specifically agreed.
5.5 Arqon may need to access the Client's systems remotely to perform Managed Services. The Client consents to this access for the purpose of delivering the agreed services and must maintain the remote access tools deployed by Arqon for this purpose.
5.6 Arqon cannot be held responsible for service interruptions caused by failures in the Client's internet connectivity, power supply, or third-party services outside Arqon's control.
5.7 Arqon will not install, configure, or support software for which the Client cannot provide a valid licence.
5.8 Arqon reserves the right to review and adjust Managed Services fees annually, giving no less than 30 days' written notice before any increase takes effect.
6. Fees and payment
6.1 All Fees are exclusive of VAT, which will be added at the prevailing rate on the invoice date.
6.2 Installation projects: Arqon's standard payment terms are 50% of the project Fee payable upon acceptance of the Quotation (the "Deposit"), with the remaining 50% payable on the date the Installation Work is completed. The Deposit is non-refundable if the Client cancels after work has commenced or materials have been ordered. Individual Quotations may specify different payment milestones.
6.3 Managed Services: Monthly Fees are invoiced in advance, due within 14 days of invoice date.
6.4 Hardware costs are included in fixed-price Quotations. Where hardware is procured outside of a fixed-price Quotation, it will be quoted and invoiced at cost plus a procurement fee.
6.5 The Client may not withhold or set off any payment against any claim or dispute without Arqon's written agreement.
7. Late payment
7.1 If any invoice is not paid by its due date, Arqon reserves the right to charge interest on the outstanding amount at 8% per annum above the Bank of England base rate, as permitted under the Late Payment of Commercial Debts (Interest) Act 1998.
7.2 Arqon also reserves the right to claim reasonable debt recovery costs under that Act.
7.3 If a Managed Services invoice remains unpaid for more than 14 days after the due date, Arqon may, after giving 7 days' written notice, suspend the Managed Services until all outstanding amounts are paid. Suspension does not affect the Client's obligation to pay.
7.4 If a payment remains outstanding for more than 30 days, Arqon may terminate the Contract in accordance with clause 14.
8. Client obligations
The Client agrees to:
- Provide Arqon with accurate and complete information about its systems, premises, and requirements
- Ensure that Arqon has safe, timely, and adequate access to premises and relevant equipment on agreed dates
- Ensure that a responsible person is available on site during Installation Work to make decisions and sign off on completion
- Maintain adequate power, connectivity, and environmental conditions for any Hardware installed by Arqon
- Ensure that adequate and up-to-date backups exist before any work is carried out on existing systems
- Notify Arqon promptly of any changes to its IT environment that may affect the delivery of Managed Services
- Not allow any third party to access, modify, or tamper with systems under a Managed Services contract without notifying Arqon in advance
- Maintain valid licences for all software in use on their systems
9. Hardware and title retention
9.1 Title in any Hardware supplied by Arqon does not pass to the Client until Arqon has received payment in full for that Hardware.
9.2 Until title passes, the Client must not sell, transfer, mortgage, charge, or otherwise dispose of the Hardware, and must store it in a way that clearly identifies it as Arqon's property.
9.3 The risk in Hardware passes to the Client at the point of delivery to the Client's premises.
9.4 The Client is responsible for insuring any Hardware delivered to its premises against loss or damage from the point of delivery.
9.5 If a Managed Services contract is terminated, Arqon will remove any remote monitoring software it has deployed on the Client's systems within a reasonable period following termination.
10. Warranties
10.1 Arqon warrants that Installation Work will be carried out with reasonable skill and care, and that any Hardware supplied is free from material defects at the point of delivery.
10.2 Arqon provides a 30-day workmanship warranty on all Installation Work. If a fault arises from Arqon's workmanship within 30 days of completion, Arqon will rectify it at no additional charge. This warranty does not cover faults arising from the Client's actions, misuse, third-party interference, or normal wear and tear.
10.3 Hardware supplied by Arqon carries the manufacturer's standard warranty. Arqon will assist in making warranty claims where applicable but is not itself responsible for manufacturing defects beyond the 30-day workmanship period.
10.4 Except as set out in this clause, all warranties, representations, and conditions — whether express or implied by statute or otherwise — are excluded to the fullest extent permitted by law.
11. Limitation of liability
11.1 Nothing in these terms limits or excludes Arqon's liability for:
- Death or personal injury caused by Arqon's negligence
- Fraud or fraudulent misrepresentation
- Any other liability that cannot be excluded or limited under English law
11.2 Subject to clause 11.1, Arqon shall not be liable to the Client — whether in contract, tort (including negligence), breach of statutory duty, or otherwise — for any:
- Loss of profits, revenue, or business
- Loss of data or corruption of data
- Loss of goodwill or reputation
- Loss of anticipated savings
- Any indirect, special, or consequential loss
11.3 Subject to clauses 11.1 and 11.2, Arqon's total aggregate liability to the Client in respect of all claims arising under or in connection with a Contract shall not exceed 100% of the total Fees paid by the Client to Arqon under that Contract in the 12-month period preceding the event giving rise to the claim.
11.4 The Client acknowledges that Arqon is a sole trader and that these liability caps reflect that scale of business. The parties agree these limitations are reasonable in the circumstances.
12. Confidentiality
12.1 Each party agrees to keep confidential all information received from the other that is identified as confidential, or which a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.
12.2 This includes but is not limited to: network configurations, access credentials, business processes, pricing, and any information about the other party's systems or clients.
12.3 Confidentiality obligations survive termination of the Contract for a period of 3 years.
12.4 Nothing in this clause prevents either party from disclosing information required by law, court order, or regulatory authority.
13. Data protection
13.1 Both parties agree to comply with their respective obligations under the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.
13.2 Where Arqon processes personal data on behalf of the Client in the course of providing Managed Services — for example, accessing systems that hold employee or customer data — Arqon acts as a data processor and the Client acts as the data controller.
13.3 In such cases, Arqon will:
- Process personal data only on the Client's documented instructions
- Implement appropriate technical and organisational security measures
- Not disclose personal data to third parties without the Client's consent, except as required by law
- Assist the Client in responding to data subject rights requests where relevant to Arqon's activities
- Notify the Client without undue delay upon becoming aware of a personal data breach affecting the Client's data
13.4 The Client is responsible for ensuring that its own data processing activities are lawful and that it has appropriate legal bases for any personal data that Arqon may access in delivering the services.
13.5 Arqon's own collection and use of personal data submitted through its website is governed by its Privacy Policy.
14. Termination
14.1 Termination by either party for cause: Either party may terminate the Contract immediately by written notice if the other party:
- Commits a material breach of these terms and, where the breach is capable of remedy, fails to remedy it within 14 days of written notice requiring it to do so
- Becomes insolvent, enters administration, receivership, or liquidation, or makes an arrangement with creditors
14.2 Termination by Arqon for non-payment: Arqon may terminate the Contract by written notice if the Client fails to pay any sum due within 30 days of it becoming due.
14.3 Managed Services — rolling notice: After any agreed initial term, either party may terminate a Managed Services contract by giving 30 days' written notice. Notice must be given in writing to the email address on record.
14.4 Installation Work: If the Client cancels Installation Work after accepting a Quotation but before commencement, Arqon will retain the Deposit. If cancellation occurs after work has commenced, the Client will be liable for all costs incurred and a reasonable proportion of the Fee reflecting work completed.
15. Effects of termination
15.1 On termination of any Contract for any reason:
- All amounts owed by the Client to Arqon become immediately payable
- Arqon will cease providing the relevant services
- Arqon will remove remote monitoring agents from the Client's systems within a reasonable period
- Each party will return or destroy the other's confidential information on request
- Clauses 11 (limitation of liability), 12 (confidentiality), 13 (data protection), 15, 17, and 18 survive termination
15.2 Termination does not affect any rights or remedies that have accrued prior to the date of termination.
15.3 Arqon will provide reasonable assistance to support the Client's transition to a new provider following termination, subject to agreement on reasonable charges for any time involved.
16. Force majeure
16.1 Neither party shall be in breach of the Contract or liable for any delay or failure to perform their obligations where such delay or failure results from events or circumstances beyond their reasonable control ("Force Majeure Event"), including but not limited to: acts of God, fire, flood, storm, civil unrest, pandemic, or failure of third-party telecommunications infrastructure.
16.2 The party affected by a Force Majeure Event must notify the other party as soon as reasonably practicable and take reasonable steps to mitigate its effects.
16.3 If a Force Majeure Event continues for more than 8 weeks, either party may terminate the Contract by giving 14 days' written notice, with no liability to either party as a result of such termination.
17. Non-solicitation
17.1 The Client agrees that during the term of any Contract and for a period of 12 months following termination, it will not directly solicit, employ, or engage any individual who was involved in delivering services under the Contract, without Arqon's prior written consent.
18. General
Entire agreement
18.1 These terms, together with any Quotation accepted by the Client, constitute the entire agreement between the parties relating to the subject matter and supersede all prior representations, negotiations, and agreements.
Variation
18.2 No variation to these terms is effective unless agreed in writing and signed (or confirmed by email) by both parties. Arqon may update these terms by giving 30 days' notice in writing to existing Managed Services clients before the updated terms take effect.
Severance
18.3 If any provision of these terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
Waiver
18.4 A failure or delay by either party to enforce any right or remedy under these terms does not constitute a waiver of that right or remedy.
Assignment
18.5 The Client may not assign or transfer any rights or obligations under these terms without Arqon's prior written consent. Arqon may assign these terms or subcontract any part of the services, provided that the quality and scope of services is not materially affected.
Third-party rights
18.6 No third party has any right to enforce any provision of these terms under the Contracts (Rights of Third Parties) Act 1999.
Notices
18.7 All notices under these terms must be in writing and sent by email to the addresses confirmed in the Quotation. Notices are deemed received on the next working day after sending.
Relationship of the parties
18.8 Nothing in these terms creates a partnership, employment relationship, or agency between the parties. Arqon acts as an independent contractor.
Governing law and jurisdiction
18.9 These terms are governed by the laws of England and Wales. Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.
Dispute resolution
18.10 In the event of a dispute, both parties agree to first attempt to resolve the matter informally by written communication before resorting to legal proceedings. If no resolution is reached within 30 days, either party may pursue the matter through the courts.