For the Supply of IT Hardware, Software, and Managed IT Services
Effective Date: February 2026
1.1 In these Terms and Conditions, the following definitions apply unless the context otherwise requires:
“Company”, “We”, “Us”, “Our” means Ruposhi Global Limited, a company registered in England and Wales under company number 14162541, whose registered office is at Unit 15, Block B Lakesview Business Park, Sparrow Way, Canterbury, England, CT3 4AL.
“Customer”, “You”, “Your” means the person, firm, or company purchasing Goods and/or Services from the Company as identified in the Order.
“Goods” means any IT hardware, software, peripherals, networking equipment, or other products supplied by the Company to the Customer, as detailed in the Order.
“Services” means the managed IT services, professional services, consultancy, support, maintenance, and any other services provided by the Company to the Customer, as detailed in the Order.
“Order” means any quotation, purchase order, sales order, or other document accepted by the Company detailing the Goods and/or Services to be supplied.
“Contract” means the contract between the Company and the Customer for the supply of Goods and/or Services, incorporating these Terms and Conditions.
“Deliverables” means any deliverables and/or output of the Services as described in the Order.
“Business Day” means any day other than Saturday, Sunday, or a bank or public holiday in England and Wales.
“Website” means the Company’s website at www.ruposhi.co.uk.
“End User Licence Agreement” or “EULA” means the licence agreement between a software provider (or its nominated licensing body) and the end user regarding software products.
“Force Majeure Event” has the meaning given in clause 15.
“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in designs, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered.
“Specification” means any specification for the Goods or Services, including any relevant plans or documents agreed in writing by the parties.
“VAT” means Value Added Tax chargeable under English law for the time being and any similar additional tax.
1.2 A reference to a statute or statutory provision is a reference to it as amended, extended, or re-enacted from time to time. Any words following the terms “including”, “include”, “in particular”, or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
2.1 These Terms and Conditions apply to all Orders for Goods and/or Services placed with the Company, whether through the Website, by telephone, email, or any other means, and shall form the basis of the Contract between the Company and the Customer.
2.2 Each Order constitutes an offer by the Customer to purchase Goods and/or Services subject to these Terms and Conditions. The Company may choose not to accept an Order for any reason. A Contract shall come into existence only when the Company confirms acceptance of an Order in writing (including by email) or by dispatching the Goods or commencing the Services.
2.3 Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by a duly authorised representative of the Company.
2.4 Any terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing, shall be excluded from the Contract.
2.5 Any error or omission in the Company’s sales literature, quotations, price lists, or other documents shall be subject to correction without liability on the Company’s part.
2.6 The Company shall be entitled to alter these Terms and Conditions at any time. Updated Terms and Conditions will be published on the Website. It is the Customer’s responsibility to review the current Terms and Conditions prior to placing an Order.
3.1 The Customer shall:
(a) co-operate with the Company in all matters relating to the supply of Goods and/or Services;
(b) ensure that the terms of the Order are complete and accurate;
(c) provide the Company with such information, materials, and access as the Company may reasonably require to supply the Goods and/or Services, and ensure that such information is accurate in all material respects;
(d) comply with all applicable manufacturer’s recommendations regarding the Goods;
(e) obtain and maintain all necessary licences, permissions, and consents which may be required before the date on which the Services are to commence;
(f) prepare its premises for the delivery of the Goods and/or the provision of the Services as reasonably required; and
(g) keep login credentials for the Website and any associated platforms secure and not share them with unauthorised persons.
3.2 If the Company is unable to perform any of its obligations due to any act or omission by the Customer, the Company shall have the right to suspend delivery of the Goods or performance of the Services until such matters are resolved.
4.1 The price of the Goods shall be as set out in the Order. All prices are exclusive of VAT and any applicable delivery charges unless otherwise stated. VAT shall be added at the prevailing rate.
4.2 The charges for Services shall be as set out in the Order. Where charges are on a time and materials basis, they shall be calculated in accordance with the Company’s standard daily or hourly rates.
4.3 The Company reserves the right to increase prices at any time prior to dispatch of Goods or commencement of Services. The Customer shall be notified of any price change and shall have the right to cancel the Order at no cost should such change be unacceptable.
4.4 Although every effort is made to publish and quote correct prices, the Company shall not be held responsible for pricing errors that may occur. The Company reserves the right to correct any pricing error and, where Goods have been dispatched at an incorrect price, to invoice the Customer for the balance or offer a refund as appropriate.
4.5 Unless otherwise agreed in writing, payment terms are as follows:
(a) For approved credit account Customers: payment shall be made within 30 days from the date of invoice.
(b) For non-credit account Customers: payment shall be made in advance of delivery by bank transfer, credit card, or such other method as the Company may accept.
4.6 If the Company has not received payment within 5 Business Days after the due date:
(a) the Company may suspend the supply of Goods and/or Services under this and any other Contract with the Customer until all outstanding invoices are settled;
(b) interest shall accrue on such unpaid amounts from the due date until payment at the rate of 4% per annum above the base rate of the Bank of England from time to time, or the rate payable under the Late Payment of Commercial Debts (Interest) Act 1998, whichever is greater; and
(c) the Company may charge the Customer any reasonable costs incurred in collecting outstanding monies.
4.7 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction, or withholding.
4.8 If the Customer disputes the validity of any invoice, the Customer shall notify the Company in writing within 7 days of receipt of the invoice. The undisputed portion of the invoice shall remain payable in accordance with the payment terms.
5.1 The Goods will, on delivery, be as described in the Order and as modified by any applicable Specification.
5.2 The Company operates as an authorised reseller and fulfilment partner for a wide range of IT hardware, software, and related products. Goods are sourced from and fulfilled through authorised manufacturers, distributors, and supply chain partners, and may be dispatched directly from such partners on the Company’s behalf. The Company remains fully responsible to the Customer for the supply of Goods in accordance with these Terms and Conditions regardless of the fulfilment method used.
5.3 The Company does not customise or develop the Goods unless otherwise specified in the Order. Where the Goods have the benefit of a warranty granted by the manufacturer, the Company will use reasonable endeavours to transfer to the Customer the benefit of such warranties.
5.4 The Company reserves the right to make changes to the Goods which are necessary to comply with any applicable legal or regulatory requirements, or which do not materially affect the quality or performance of the Goods.
5.5 The Company reserves the right to withdraw any Goods from sale at any time and shall not be liable for withdrawing any Goods or for refusing to process an Order.
5.6 Where the Goods include software, that software shall be licensed to the Customer on the terms of the relevant End User Licence Agreement. The Customer acknowledges that the Company is not able to grant any rights regarding third-party software. By entering into the Contract, the Customer warrants that it will observe and perform all obligations imposed by the EULA.
6.1 The Company shall use reasonable endeavours to deliver the Goods to the delivery address specified in the Order (the “Delivery Location”). Delivery shall be completed upon the arrival of the Goods at the Delivery Location.
6.2 Any dates quoted for delivery are approximate only and time of delivery is not of the essence. The Company shall not be liable for any delay in delivery caused by a Force Majeure Event, the Customer’s failure to provide adequate instructions, or any other circumstance beyond the Company’s reasonable control.
6.3 The Company may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
6.4 If the Customer fails to take delivery of the Goods within 5 Business Days of the Company notifying the Customer that the Goods are ready for delivery, the Company may store the Goods and charge the Customer for all related costs (including insurance and storage), or may resell or dispose of part or all of the Goods.
6.5 Standard delivery is to mainland United Kingdom only. Additional charges may apply for deliveries to the Scottish Highlands, Northern Ireland, Channel Islands, Isle of Man, or international destinations. The Customer will be notified of any additional charges before dispatch.
6.6 All claims for shortages, discrepancies, or damage in transit must be reported to the Company in writing within 48 hours of delivery. The Company shall have no liability for such claims unless reported within this timeframe.
6.7 All claims for non-delivery must be reported to the Company in writing within 14 days of the expected delivery date.
7.1 The risk in the Goods shall pass to the Customer on completion of delivery.
7.2 Title to the Goods shall not pass to the Customer until the Company has received payment in full (in cash or cleared funds) for the Goods and all other sums owed by the Customer to the Company.
7.3 Until title has passed to the Customer, the Customer shall hold the Goods as bailee for the Company, store them separately and in a manner that identifies them as the Company’s property, maintain them in satisfactory condition and keep them insured against all risks for their full price, and not dispose of or encumber the Goods without the Company’s prior written consent.
7.4 If the Customer defaults on any payment due, or becomes insolvent or has a receiver appointed, the Company shall have the right to recover and remove the Goods from the Customer’s premises without prejudice to any other rights.
8.1 The Company shall provide the Services to the Customer in accordance with the Order and any applicable Specification in all material respects.
8.2 The Company shall use reasonable endeavours to meet any performance dates specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
8.3 The Company shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and shall notify the Customer in any such event.
8.4 The Company may engage subcontractors or third-party service providers in the delivery of the Services, provided that the Company shall remain responsible for the acts and omissions of such subcontractors.
8.5 Service Level Agreements: Where the Order includes a Service Level Agreement (SLA), the Company shall use reasonable endeavours to meet the service levels specified. Specific SLA terms, including response times, uptime commitments, and remedies for failure, shall be set out in the relevant Order or Schedule.
8.6 Remote and On-Site Support: Where Services include IT support, the Company may provide such support remotely or on-site as the situation requires. The Customer shall provide the Company and its personnel with reasonable access to its premises, systems, and equipment as necessary for the delivery of the Services.
8.7 Change Requests: Either party may request changes to the scope of the Services. No change shall be effective unless agreed in writing by both parties. The Company shall notify the Customer of the impact on charges and timescales of any proposed change.
9.1 The Contract for Goods shall commence upon acceptance of the Order and continue until the Goods have been delivered and paid for in full. The Contract for Services shall commence on the date specified in the Order and continue for the term specified therein.
9.2 Either party may terminate the Contract with immediate effect by giving written notice if:
(a) the other party commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within 30 days of being notified in writing; or
(b) the other party becomes insolvent, enters administration, has a receiver or administrator appointed, passes a resolution for winding up, enters into any arrangement with creditors, or ceases to carry on business.
9.3 The Company may terminate the Contract immediately on written notice if the Customer fails to pay any amount due under the Contract by the due date.
9.4 On termination of the Contract for any reason:
(a) all outstanding invoices shall become immediately payable;
(b) any licences or permissions granted by the Company shall immediately terminate;
(c) the Customer shall return and make no further use of any equipment, property, or materials belonging to the Company; and
(d) the accrued rights and obligations of the parties shall not be affected.
10.1 Cancellation by the Customer: The Customer may cancel an Order prior to dispatch by giving written notice to the Company. The Company reserves the right to levy a cancellation charge of up to 20% of the Order value. Orders for bespoke, custom-configured, special-order, or non-stocked items may not be cancelled once placed.
10.2 Returns: Goods may only be returned with the Company’s prior written authorisation and in accordance with the Company’s returns procedure. The Customer must contact the Company to obtain a Returns Material Authorisation (RMA) number before returning any Goods.
10.3 Goods must be returned in their original packaging, complete with all accessories, in unused and resaleable condition, with all security seals and tags intact. Goods not meeting these conditions may be rejected or credited at a reduced value at the Company’s discretion.
10.4 The Customer is responsible for the cost of return shipping unless the return is due to an error by the Company or the Goods are defective. The Company shall not be liable for Goods lost or damaged during return transit unless the return was arranged by the Company.
10.5 Goods must be returned within 14 days of the RMA being issued. Returns received after this period may be rejected.
10.6 Non-Returnable Items: The following Goods cannot be returned: software (once opened or activated), electronically delivered licences or subscriptions, bespoke or custom-configured items, and any Goods that have been installed, used, or modified.
10.7 This Contract is for the commercial supply of Goods and Services. Where the Customer is acting in the course of business, consumer protection regulations (including the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013) shall not apply.
11.1 Goods: The Company warrants that the Goods shall, on delivery, conform in all material respects with their description and any applicable Specification. The manufacturer’s warranty shall apply to Goods sold by the Company (except where otherwise stated). The Company will use reasonable endeavours to procure for the Customer the benefit of any manufacturer warranties.
11.2 Services: The Company warrants that the Services will be provided using reasonable care and skill.
11.3 In order to make a valid warranty claim:
(a) the Customer must give the Company notice in writing within 3 Business Days of discovery of the defect;
(b) the Company must be given a reasonable opportunity to examine the Goods; and
(c) the Customer must return the Goods to the Company if requested.
11.4 The Company shall not be liable for any failure of the Goods to comply with the warranty if the defect arises because the Customer failed to follow instructions regarding storage, installation, use, or maintenance; the Customer altered or repaired the Goods without the Company’s consent; or the defect arises from fair wear and tear, wilful damage, negligence, or abnormal use.
11.5 Where a valid warranty claim is upheld, the Company’s obligations shall be limited to repairing or replacing the defective Goods, re-performing the defective Services, or refunding the price of the defective Goods or Services, at the Company’s sole discretion.
11.6 Except as expressly set out in this clause 11, all warranties, conditions, and other terms implied by statute, regulation, or custom and practice are excluded to the fullest extent permitted by law.
12.1 Nothing in the Contract shall exclude or limit the Company’s liability for: death or personal injury caused by its negligence; fraud or fraudulent misrepresentation; or any other liability that cannot be excluded as a matter of law.
12.2 Subject to clause 12.1, the Company shall not be liable, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, or otherwise, for any:
(a) loss of profit;
(b) loss of goodwill;
(c) loss of business or business opportunity;
(d) loss of anticipated saving;
(e) loss or corruption of data or information; or
(f) any indirect, special, or consequential loss or damage.
12.3 Subject to clauses 12.1 and 12.2, the Company’s total aggregate liability in connection with the Contract shall be limited to 150% of the total value of the relevant Order giving rise to the claim.
12.4 The Customer shall indemnify the Company against all claims, actions, proceedings, losses, damages, expenses, and costs arising out of or in connection with the Customer’s use of the Goods and/or Services.
12.5 The Company does not accept responsibility for the specific purposes to which the Goods are applied, including but not limited to compatibility with other equipment. Specifications published on the Website or in printed materials are believed to be reliable, but the Company makes no warranty, express or implied, regarding the results obtained by integrating its Goods with goods supplied by other manufacturers.
13.1 Both parties shall comply with all applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.
13.2 To the extent that the Company processes personal data on the Customer’s behalf in the course of providing the Services, the Company shall act only on the Customer’s documented instructions, implement appropriate technical and organisational measures to protect personal data, and notify the Customer without undue delay upon becoming aware of any personal data breach.
13.3 The Customer acknowledges that it is the data controller in respect of any personal data provided to the Company and is responsible for ensuring compliance with applicable data protection legislation.
13.4 Full details of the Company’s data processing practices are set out in the Company’s Privacy Policy, available on the Website.
14.1 Both parties shall treat all information related to the provision of Services or supply of Goods as confidential, except to the extent that: the information was already in the public domain; the information was independently developed; disclosure is required by law or by a court of competent jurisdiction; or disclosure is made to personnel directly involved in the Contract who need to know and who are bound by equivalent confidentiality obligations.
14.2 This clause 14 shall survive termination of the Contract for a period of 5 years.
15.1 The Company shall not be liable for any delay or failure to perform its obligations if the delay or failure results from events or circumstances outside its reasonable control (“Force Majeure Event”), including but not limited to: acts of God, war, terrorism, riot, civil commotion, fire, flood, storm, epidemic or pandemic, strikes, lockouts or other industrial disputes, failure of utility services or transport networks, cyber-attacks, compliance with any law or governmental order, breakdown of plant or machinery, or shortage or unavailability of raw materials or goods from suppliers.
15.2 The Company shall notify the Customer as soon as reasonably practicable of any Force Majeure Event and its expected duration. The time for performance shall be extended by the duration of the event.
15.3 If a Force Majeure Event continues for a period in excess of 60 days, either party may terminate the Contract by giving written notice.
16.1 All Intellectual Property Rights in or arising out of the Goods shall remain the property of the Company or its licensors. Where Goods include software, the Customer’s use of that software is subject to the relevant EULA.
16.2 All Intellectual Property Rights in the Deliverables shall be owned by the Company. The Customer is granted a non-exclusive, non-transferable licence to use the Deliverables for the purpose for which they are provided. This licence shall cease upon termination of the Contract.
16.3 The contents of the Website, including text, images, logos, and design, are copyright of Ruposhi Global Limited. All rights reserved. No part of the Website may be reproduced without the Company’s prior written permission.
17.1 Neither party shall, during the term of the Contract and for a period of 6 months after its termination, solicit or attempt to entice away any person employed by the other party in connection with the Contract, except in response to a publicly advertised vacancy.
18.1 The Customer shall not assign, transfer, charge, subcontract, or otherwise deal with any of its rights or obligations under the Contract without the Company’s prior written consent.
18.2 The Company may assign, transfer, or subcontract any of its rights or obligations under the Contract at any time.
19.1 The Customer shall comply with all applicable laws and regulations relating to anti-bribery and anti-corruption, including the Bribery Act 2010.
19.2 Breach of this clause shall be deemed a material and irremediable breach of the Contract.
20.1 The Company endeavours to ensure that the Website is updated regularly and that the data and materials available are correct and complete. However, the Company does not accept liability for any errors or omissions.
20.2 Login credentials are provided to individual users and should not be shared. The Company shall not accept liability for any losses through the sharing or misuse of login credentials.
20.3 The Customer is responsible for notifying the Company when any authorised user leaves its organisation so that login credentials can be deactivated.
20.4 Links to third-party websites from the Company’s Website are for information only. The Company accepts no responsibility for the content of linked sites.
21.1 The Customer shall be responsible for obtaining any licences, permits, or approvals necessary for the importation, re-export, or sale of Goods outside the United Kingdom.
21.2 The Customer shall comply with all applicable export control laws and regulations, including those of the United Kingdom and, where applicable, the United States.
22.1 Entire Agreement: These Terms and Conditions (together with the Order and any applicable Specification or Schedule) constitute the entire agreement between the parties. Each party acknowledges that it has not relied on any statement, promise, representation, or warranty not expressly set out in the Contract.
22.2 Waiver: No waiver by the Company (whether express or implied) of any breach shall prejudice its right to enforce that or any other provision in the future. Failure or delay in exercising any right shall not prevent the exercise of that or any other right.
22.3 Severability: If any term or provision of these Terms and Conditions is held invalid, illegal, or unenforceable by any court of competent jurisdiction, such provision shall be severed and the remainder shall continue in full force and effect.
22.4 Third Party Rights: No person other than a party to the Contract shall have any rights to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.
22.5 Notices: Any notice given under the Contract shall be in writing and delivered by hand, pre-paid first-class post, or email. Notices shall be deemed received: if delivered by hand, at the time of delivery; if sent by first-class post, on the second Business Day after posting; if sent by email, on the next Business Day after transmission.
22.6 Dispute Resolution: The parties shall attempt to resolve any dispute through good faith negotiation between senior representatives. If not resolved within 30 days, the parties may refer the dispute to mediation before pursuing other remedies.
23.1 These Terms and Conditions and any Contract shall be governed by and construed in accordance with the laws of England and Wales.
23.2 Both parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract.
The following additional terms apply where the Company provides Managed IT Services to the Customer and shall be read in conjunction with Part A.
B1.1 The scope of Managed IT Services shall be as set out in the Order and/or the applicable Service Level Agreement. Services may include, but are not limited to: IT helpdesk and support, network monitoring and management, server administration, cloud services, cybersecurity services, backup and disaster recovery, IT consultancy and strategy, project delivery and implementation, and communication services.
B1.2 The Company shall provide the Services during the hours specified in the Order. Unless otherwise agreed, standard support hours are 09:00 to 17:30, Monday to Friday, excluding English public holidays.
B2.1 Where the Order includes a Service Level Agreement, the Company shall use commercially reasonable endeavours to meet the specified service levels.
B2.2 Service credits or remedies for failure to meet service levels (if any) shall be as set out in the relevant Service Level Agreement and shall constitute the Customer’s sole and exclusive remedy for such failure.
B3.1 The Customer shall provide the Company with all necessary remote and/or on-site access to its systems, networks, and premises as required for the provision of the Services. Any costs associated with providing access shall be borne by the Customer.
B3.2 The Customer is responsible for the security and integrity of its own systems and data. The Company shall not be liable for any loss or damage to the Customer’s data except to the extent directly caused by the Company’s negligence.
B3.3 The Customer shall maintain current and adequate backups of its data and systems at all times. The Company strongly recommends that the Customer implements a comprehensive backup strategy independent of any backup services provided by the Company.
B4.1 The initial term of the Managed IT Services shall be as specified in the Order (the “Initial Term”).
B4.2 Unless either party gives written notice of non-renewal at least 90 days prior to the expiry of the Initial Term (or any renewal period), the Contract shall automatically renew for successive periods of 12 months.
B4.3 Early termination of the Managed IT Services Contract may be subject to early termination charges as specified in the Order.
B5.1 Upon termination or expiry of the Services, the Company shall provide reasonable assistance to facilitate an orderly transition of the Services to the Customer or to a successor service provider, subject to payment of the Company’s reasonable charges for such assistance.
B5.2 Unless otherwise agreed, the Company shall retain the Customer’s data for a period of 30 days following termination, after which it may be securely deleted. It is the Customer’s responsibility to retrieve any required data within this period.
The following additional terms apply where the Company supplies IT hardware to the Customer and shall be read in conjunction with Part A.
C1.1 All Goods are subject to availability. The Company shall notify the Customer if ordered Goods are unavailable and shall offer the Customer the option to wait for restocking, accept a suitable alternative, or cancel the Order with a full refund of any pre-payment.
C1.2 The Company sources Goods through an established network of authorised manufacturers, distributors, and supply chain partners. Goods may be dispatched directly from such partners to the Customer on the Company’s behalf. The Company remains solely responsible to the Customer for the supply of Goods regardless of the fulfilment route.
C1.3 For orders placed with a net value of less than £20 (excluding VAT), a small order surcharge may be applied.
C2.1 Each Goods item shall be supplied subject to the manufacturer’s published specification current at the date of dispatch. The Company reserves the right to supply Goods with amended specifications where necessary to comply with legal requirements or where changes do not materially affect quality or performance.
C2.2 The Customer is solely responsible for ensuring the suitability and compatibility of the Goods with its existing systems and equipment. The Company does not guarantee compatibility with third-party products unless expressly confirmed in writing.
C3.1 Goods that are dead on arrival (DOA) or develop a fault within the manufacturer’s warranty period should be reported to the Company following the returns procedure in clause 10. Some manufacturers require the Customer to contact the manufacturer’s helpline directly to obtain a fault reference number before the return can be processed.
C3.2 Goods returned as faulty which, upon inspection, are found to be in full working order shall be returned to the Customer at the Customer’s expense.
C4.1 Software licences, subscriptions, and electronically delivered products are non-refundable once activated, installed, or redeemed.
C4.2 The Customer acknowledges that software products are licensed and not sold, and are subject to the applicable EULA or subscription terms provided by the software publisher.
C5.1 The Company complies with the Waste Electrical and Electronic Equipment (WEEE) Regulations. Customers should not dispose of electrical and electronic equipment as unsorted municipal waste. Information on disposal and recycling is available on the Website or upon request.
Ruposhi Global Limited
Website: www.ruposhi.co.uk
Email: [email protected]
Phone: 0333 207 0700
For complaints or queries regarding these Terms and Conditions, please contact us in writing at the above address or by
