1.1. Parties: This Agreement is made between REDALFA LIMITED (the "Company") and the Customer (the "Customer").
2.1. Acceptance: No order submitted by the Customer shall be considered acceptable by the Company until the goods have been despatched or services have commenced. 2.2. Accuracy of Orders: The Customer is responsible for ensuring the accuracy of any order, including confirming telephone orders in writing and providing necessary information for delivery or service implementation. 2.3. Written Confirmation: Confirmations of telephone orders must include the Customer’s account number and purchase order number.
3.1. Price Adjustments: The Company reserves the right to increase prices before delivery to reflect increased costs beyond its control, such as VAT, transport, or shipping insurance. 3.2. Exclusions: Quoted prices are exclusive of VAT, carriage, postage, and packaging, for which the Customer is liable. 3.3. Invoicing: All invoice prices are stated exclusive of VAT. 3.4. Variation Costs: The Customer is liable for reasonable costs incurred due to the variation or suspension of any order.
4.1. Currency & Methods: Payment is accepted in Pound Sterling (GBP). Accepted methods include Credit/Debit Cards, Direct Debit, Cheque, BACS, and Internet Banking. 4.2. Equipment Purchases: Strictly cash on delivery or cleared funds. 30-day accounts are available to established businesses and government bodies subject to credit searches. 4.3. Due Dates: Invoices must be paid within the specified timeframe from the date of the invoice. 4.4. Time of Essence: Payment time is of the essence for the contract. 4.5. Policy Exceptions: The Company does not recognize "pay on statement" policies unless pre-arranged. 4.6. Late Payment Penalties: If the Customer fails to pay on the due date, the Company may:
4.7. Administration Charges: A minimum debt administration charge of £35.00 (inc VAT) applies to undisputed unpaid debt. 4.8. Legal Charges: A minimum legal administration charge of £178.00 (inc VAT) applies to overdue accounts.
5.1. Credit Discretion: Credit is offered at the Company’s sole discretion. 5.2. Credit Checks: The Company may perform status enquiries and request audited accounts or management reports to verify creditworthiness. 6.1. Bad Debt Indemnity: Private individuals and directors agree to guarantee and indemnify the Company against bad debt, including all collection and legal fees.
7.1. Delivery Costs: The Customer is liable for all carriage and packaging costs. 7.2. Estimated Dates: Delivery dates are estimates only and are not a condition of the contract. 7.3. Inspection: Customers must inspect goods immediately and report damage or shortages in writing within ten days. 8.1. Passing of Risk: Risk of damage or loss passes to the Customer upon collection or delivery. 9.1. Title of Ownership: Title in goods does not pass until full payment is received.
10.1. Order Cancellation: Orders can only be cancelled with written agreement and potential indemnity for losses. 11.1. Returns: Physical goods may be returned for a full refund within 30 days if in original condition and packaging.
12.1. Warranty Scope: Products are subject to manufacturer warranties. The Company does not cover damage from incorrect installation or third-party modifications. 13.1. Disposal: Redundant equipment disposal will be handled per EC regulations, potentially at a cost to the Customer. 13.2. Mandatory Reporting: The Company will report any suspected illegal material identified during services to the appropriate authorities.
14.1. Complete Agreement: These terms constitute the whole agreement between parties. 14.3. Jurisdiction: This Agreement is governed by the laws of England and Wales.
This addendum specifically governs the "Infrastructure Clarity" and AI Agent deployment services provided by the Company.
1.1. Professional Services: AI Agent configuration, deployment, and maintenance are classified as "Professional Services" and are distinct from physical "Goods".
1.2. Point-in-Time Audit: Recommendations provided during infrastructure audits are based on the state of the environment at the time of the audit.
2.1. Ownership: The Customer retains all rights to their proprietary data.
2.2. Intellectual Property: The Company retains ownership of its proprietary deployment frameworks and base-layer prompt libraries.
2.3. Third-Party LLMs: The Customer acknowledges that data sent to third-party providers (e.g., OpenAI, Anthropic) is subject to their respective privacy policies.
3.1. Hallucinations: The Company is not liable for inaccuracies or "hallucinations" produced by third-party AI models.
3.2. Pass-Through Billing: Costs for third-party APIs are pass-through expenses. The Company may suspend services if usage exceeds pre-paid limits.
4.1. Ultimate Responsibility: The Customer is responsible for off-site data backups unless a "Managed Backup" package is explicitly purchased.
4.2. Recovery Limits: Liability for system restoration is limited to the last documented stable state in the Master Roadmap.
5.1. Non-Refundable Fees: Professional fees for AI configuration and prompt engineering are non-refundable once work has commenced.
5.2. Debt Suspension: The Company may suspend active AI deployments if client accounts are overdue by more than 14 days.