BPAV Technology Group Ltd

 

Business Terms and Conditions (B2B – England & Wales)

 

Agreement Date: As part attached quote

Company: BPAV Technology Group Ltd

Registered Address: Ground Floor, Unit C1, Prisma Park, Berrington Way, Basingstoke, RG24 8GT

Client: As part attached quote

 

1. Agreement Overview

This Agreement (“Agreement”) is between BPAV Technology Group Ltd (“BPAV”, “we”, “our”) and the Client (“you”, “your”).

By accepting our estimate, signing our proposal, or instructing us to begin work, you agree to these Terms and Conditions (“Terms”).

These Terms apply to all services provided by BPAV unless agreed otherwise in writing.

 

If anything in these Terms conflicts with a signed Statement of Work (SoW) or project agreement, the SoW takes priority.

 

2. Estimate Validity

Our estimates are valid for 30 days from the date of issue unless stated otherwise in writing.

BPAV may withdraw or amend an estimate at any time before it is accepted in writing.

Written acceptance includes confirmation by email or letter.

If you accept an expired estimate, BPAV will confirm whether the pricing still applies or issue a revised estimate.

 

3. Approximation of Costs

All estimates are approximations, based on the information available at the time.

We will always confirm and agree to any cost changes with you before proceeding.

 

4. Basis of Estimate

Estimates rely on the information, specifications, and project details you provide.

If that information is incomplete, inaccurate, or changes, BPAV may revise the cost, timeline, or approach.

 

5. Notification and Approval of Cost Changes

If costs change, BPAV will notify you in writing and obtain your written approval (email or letter) before proceeding with additional work.

 

6. Payment Terms 

Invoices are due within 30 calendar days of the invoice date.

 

Payments must be made in the currency shown on the invoice.

 

You are responsible for any bank charges, transfer fees, or taxes so BPAV receives the full invoiced amount into our account.

 

A valid Purchase Order (PO) must be issued before work begins. Send POs to sales@bpav.global.

 

All deliverables and intellectual property remain BPAV’s property until payment is received in full.

 

7. Milestone Payments

For projects with milestone payments:

• Each milestone must be paid by its due date.
• If payment is late, BPAV may pause or reschedule work until full payment is received.
• Payment delays may affect future delivery dates.
  
  

8. Late Payment

If payment is late:

 

BPAV will charge interest at 8 % above the Bank of England base rate, after the 5th late day,  calculated daily.

 

We may also charge statutory recovery fees and reasonable collection costs permitted under UK law.

 

Persistent late payment may lead to work suspension or referral to a debt collection agency, with all related costs added to your balance.

 

Payment counts as received only when the full cleared amount reaches BPAV’s account.

 

9. Unique Payment Arrangements

Any special or alternative payment terms must be agreed in writing and signed by both parties before work begins.

 

10. Scope of Work

The estimate covers only the specific services and deliverables listed in your project scope.

Any new or changed requirements will be quoted separately and may affect timing or cost.

If these Terms conflict with a SoW, the SoW takes precedence.

 

11. Client Responsibilities

You agree to:

• Provide required information, drawings, and access details accurately and on time.
• Supply complete technical data and materials when requested.
• Give BPAV safe and reasonable access to your sites, systems, and personnel.
• Maintain clear and open communication throughout the project.

BPAV is not responsible for delays, issues, or added costs caused by missing, inaccurate, or delayed information.

 

12. Change Orders

Any change to the project must be documented and approved in writing by both parties.

Verbal requests are not binding until confirmed in writing.

Additional costs or timeline changes will be agreed before work begins.

 

13. Dispute Resolution and Governing Law

If a dispute arises:

1. Both parties will first try to resolve it informally.
2. If unresolved, the matter goes to mediation with an agreed independent mediator.
3. If mediation fails, either party may proceed to arbitration, and only once arbitration fails, either party may proceed to court.

If arbitration is chosen, it will be held in Basingstoke, England, under the Arbitration Act 1996, before one mutually agreed arbitrator.

This Agreement is governed by the laws of England and Wales, and disputes are subject to the exclusive jurisdiction of the courts of England and Wales.

 

14. Confidentiality

Both BPAV and the Client agree to keep all project-related information confidential and not disclose it without written consent, except:

 

When required by law or court order; or

 

When shared with subcontractors or advisers under equivalent confidentiality obligations.

 

Each party must ensure its staff and subcontractors comply.

 

This obligation continues indefinitely after the Agreement ends.

 

15. Warranties and Liability

BPAV warrants that its work will be carried out with reasonable care, skill, and professionalism.

 

We provide a 12-month workmanship warranty for services that are fully and solely undertaken by BPAV.

 

This warranty:

• Applies only to work performed and deployed 100 % by BPAV.
• Does not cover any work performed, modified, or installed by third parties or the Client.
• Does not restart or extend after a repair or re-performance.

BPAV is not responsible for issues or delays caused by third-party systems, software, client infrastructure, or external events beyond our control.

 

16. Cancellation Policy

If you cancel or reschedule work:

• For bookings of 5 days or less, give 5 full business days’ written notice.
• For longer bookings, add 3 business days’ notice for every 5 days of scheduled work.
• If less notice is given, BPAV may charge for the full booked duration and any non-refundable costs.
• Deposits or prepayments are non-refundable unless agreed otherwise in writing.
  
  

17. Intellectual Property

All intellectual property created by BPAV remains our property until paid in full.

Once paid, you receive a non-exclusive, perpetual licence to use the deliverables internally for your business.

 

BPAV retains ownership of pre-existing materials, tools, and code libraries and may reuse general know-how, provided no Client confidential information is disclosed.

You may not copy, resell, or modify BPAV’s work without written consent.

 

18. Force Majeure

BPAV is not liable for delays or failure to perform caused by factors beyond our control, including:

• Natural disasters or severe weather
• War, terrorism, or civil unrest
• Government action or regulation
• Supply-chain disruption
• Epidemics or lockdowns

The affected party must notify the other as soon as reasonably possible.

If such an event continues beyond 30 days, either party may end the affected project with 7 days’ written notice.

 

19. Limitation of Liability

BPAV’s total aggregate liability under this Agreement is limited to the total fees paid for the affected services.

 

BPAV is not liable for indirect or consequential losses such as lost profits, business interruption, or reputation.

 

Nothing limits liability for death, personal injury, or fraud.

 

This limit applies to all claims combined, whether in contract, negligence, or otherwise.

 

20. Insurance and Risk

 

BPAV maintains a minimum of:

• Professional Indemnity Insurance: minimum £1,000,000 per claim
• Public Liability Insurance: minimum £1,000,000 per claim

Evidence of insurance is available on request.

You must ensure your own equipment, systems, and premises are properly insured.

BPAV is not responsible for third-party equipment unless specifically stated in your scope.

 

21. Data and Cybersecurity

BPAV follows recognised cybersecurity best practice for our systems and data.

We are not responsible for breaches or data loss in your systems or third-party platforms.

BPAV uses secure access controls and backups to protect project data held on our systems.

If we connect to your networks, you must ensure your IT security and firewalls meet current standards.

 

22. Termination

 

BPAV may terminate this Agreement at any time, for any reason, without prior notice.

Upon termination:

• All outstanding invoices become immediately due.
• You must pay for all work completed and any costs incurred up to termination.
• Any licences or permissions granted to you end immediately unless fully paid for.
  
  

23. Ongoing Support and Maintenance

Unless specifically stated in your project scope, this Agreement does not include ongoing support, maintenance, or updates.

Any ongoing services will be covered by a separate written support agreement.

 

24. Additional Legal Provisions

Entire Agreement: This document is the full agreement between BPAV and the Client and replaces all prior discussions.

 

Order of Precedence: If these Terms conflict with a signed Statement of Work, that document takes priority.

 

Subcontracting and Assignment: BPAV may use qualified subcontractors and remains responsible for their work. You may not assign this Agreement without BPAV’s consent.

 

No Third-Party Rights: No one other than BPAV or the Client has rights under this Agreement.

 

Health and Safety: When BPAV staff work on your premises, you must ensure a safe working environment in accordance with all site safety regulations.

 

Publicity: BPAV may reference your name or project in marketing materials with your written consent.

 

Variation: Any change must be agreed in writing and signed by both parties.

 

Severability: If any clause is invalid or unenforceable, the rest remain effective.

 

25. Acceptance

By signing this Agreement, accepting our estimate, or instructing BPAV to begin work, you confirm that you have read, understood, and agree to these Terms.

Acceptance includes confirmation by email, letter, or electronic signature.

 

For more details, visit: www.bpav.global