These terms apply whenever you buy hardware or software from Highgate IT Solutions, whether as a standalone order or as part of a wider project. If you have a managed services agreement with us instead, use that page.
Last updated: 1 September 2026. Terms in effect before this date are archived and available on request.
1. Definitions
3. Quotations
4. Products and Specifications
5. Delivery
7. Price
9. Warranty
10. Liability
11. Data Protection
12. Termination
13. Force majeure
14. Waiver
15. Severability
16. Governing law
1. Definitions
Business Day means a day other than Saturday or Sunday or a bank holiday or public holiday in England and Wales.
Contract means the contract for the supply of Products formed by the Customer’s acceptance of Highgate’s Quote which, however made or communicated, shall be deemed made subject to these Terms and Conditions.
Customer means the person, firm or company placing an order with Highgate.
Customer Representatives means employees or representatives of the Customer who liaise with Highgate on behalf of the Customer when requesting quotes and placing orders.
Data Controller as defined in the Data Protection Laws.
Data Processing Agreement means the document that Highgate will provide to the Customer pursuant to Article 28(3) of the UK GDPR.
Data Processor as defined in the Data Protection Laws.
Data Protection Laws means all applicable data protection and privacy legislation in force from time to time in the UK including without limitation, the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder); and all other legislation and regulatory requirements in force from time to time.
Highgate means Highgate IT Solutions Ltd.
Invoice means the invoice issued by Highgate to the Customer containing the cost of all Products ordered by the Customer and any applicable delivery charges, value added tax, customs duties and all other taxes, duties and expenses incurred when ordering the Products from Highgate.
Manufacturer means the manufacturer, developer or licensor of the relevant Products.
Personal Data means the “personal data” (as defined in the Data Protection Laws) over which the Customer is the Data Controller.
Products means all hardware and software as detailed in the Quote, which is supplied to the Customer by Highgate under these Terms. For the avoidance of doubt, software shall include but not be limited to software licences; software subscriptions; Software as a Service (SaaS); cloud services; subscription-based software; software maintenance and support renewals; digital products and other recurring software services.
Quote means the document issued by Highgate to the Customer upon the Customer’s request, containing the Products that the Customer has enquired about purchasing from Highgate.
Terms means these Terms and Conditions.
2. Formation of Contract
2.1 All Products sold by Highgate are sold subject to these Terms and these Terms shall be the sole terms and conditions of any sale for Products by Highgate to the Customer, unless there are specific terms and conditions on the order form, Invoice or Quote supplied by Highgate which shall take priority over these Terms. Where there is a conflict between these Terms, the Quote and the Invoice, the following order of priority shall apply: (i) the Invoice; (ii) the Quote; (iii) these Terms. In the absence of terms on the Quote form, the placing of an order for or the acceptance of the Products by the Customer shall indicate unqualified acceptance of these Terms.
2.2 No representative, agent or salesperson has the authority to vary, amend or waive any of these Terms on behalf of Highgate and no amendment or addition to any of these Terms shall be deemed to have been accepted unless accepted in writing by Highgate.
3. Quotations
3.1 It is acknowledged by the parties that Highgate does not manufacture the Products and is a reseller of the Products.
3.2 Highgate shall issue quotes to the Customer upon the Customer’s request. Such quotes shall be valid for the validity period stated in the Quote.
3.3 The prices, quantities and delivery times stated in any Quote shall not be binding on Highgate. They are commercial estimates only which Highgate will make reasonable efforts to achieve.
3.4 The Customer accepts that from time to time, details, descriptions or pricing provided in the Quote may be subject to clerical or other types of omissions or errors and Highgate may correct such information without liability.
4. Products and Specifications
4.1 Where applicable and specified by the Customer at the time of requesting a Quote, (prior to delivery or collection of the Products), and forming part of a Contract, the Products will be configured by Highgate in accordance with the specification, relating to the configuration supplied by the Customer and agreed by Highgate (the “Configuration Specification”).
4.2 The Products supplied are as described by the Manufacturer unless at the time of issuance of the Quote (as applicable), configuration of the Products has been specified in accordance with clause 4.1, in which case the Products will be as described by the Manufacturer and as modified in accordance with the Configuration Specification.
4.3 All photographs, dimensions, weights and other technical information and particulars of the Products and any sample books or supporting documentation for such Products are given by Highgate in the belief that they are as accurate as reasonably possible but are not to be treated as binding or as forming part of the Contract.
4.4 Highgate reserves the right to amend any specification of the Products if required by any applicable statutory or regulatory requirements.
4.5 To the extent that the Products are to be configured in accordance with a Configuration Specification, the Customer shall indemnify Highgate against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Highgate in connection with any claim made against Highgate for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with Highgate’s use of the Configuration Specification. This clause 4.5 shall survive termination of these Terms or any Contract.
4.6 The Customer acknowledges and accepts that changes to the Products made in accordance with the Configuration Specification may cause warranties relating to the Products to become void. The Customer shall hold Highgate harmless in respect of any such invalidation or losses flowing from it.
4.7 The Customer accepts that where Products are built-to-order or customised for the Customer, they shall be non-cancellable and non-refundable (“NCNR”). Highgate shall notify the Customer that such Products are NCNR when the Quote is submitted to the Customer.
4.8 By proceeding to order Products which are built-to-order or customised and thereby subject to clause 4.7, the Customer agrees to waive their right to a return or refund of the relevant Products, unless expressly agreed otherwise in writing by Highgate.
5. Delivery
5.1 Delivery of Products shall be at the cost of the Customer to the address specified on the Invoice by any method of transportation regarded as suitable by Highgate at its discretion.
5.2 Although Highgate will use reasonable endeavours to meet delivery dates, it shall not be liable to the Customer for any loss or damage, whether direct, indirect or consequential if it is delayed or prevented, in whole or in part, from delivering the Products.
5.3 If the Customer refuses or fails to take delivery of the Products on the date of delivery, Highgate reserves the right to Invoice for the Products as if delivery had taken place and at its discretion, to store the Products at the risk of the Customer and the Customer shall in addition to the price payable under clause 7 (Price), pay all costs and expenses of such storage and any additional costs of carriage incurred for the re-delivery.
5.4 Highgate reserves the right to deliver in instalments at its discretion.
5.5 All Products must be inspected by the Customer immediately on delivery. If any Products are damaged or lost or if there has been short delivery, the Customer must endorse the consignment note accordingly and notify Highgate within 2 Business Days from the date of delivery. The Customer’s signature on the consignment note without any such endorsement shall release Highgate from any liability in respect of damage or loss in transit or short delivery.
6. Risk and Title
6.1 Title to and ownership of the Products shall only pass to the Customer once Highgate has received cleared payment in full of all sums due in respect of the Products ordered, as stipulated on the Invoice. If payments received from the Customer are not stated to refer to a particular Invoice, then Highgate may appropriate such payments to any outstanding Invoice.
6.2 Until such time as title in the Products pass to the Customer, the Customer shall keep the Products separate from other goods and property stored, protected, insured and identified as Highgate’s property and after the due date, Highgate shall be entitled to require the Customer to deliver up the Products to Highgate and if the Customer fails to do so immediately, the Customer shall allow (or procure permission for) Highgate or its agents or representatives to enter upon the Customer’s premises (or any other premises where the Products are stored) and repossess the Products.
6.3 Except as otherwise provided in these Terms, the risk of loss or damage to the Products shall pass to the Customer upon delivery of the Products in accordance with clause 5.1 or when the Products were made available for delivery in accordance with clause 5.3 but Highgate was unable to complete the delivery due to the actions or omissions of the Customer.
7. Price
7.1 The price payable for the Products (the “Charges”) shall be as stated in Highgate’s Quote. Subject to clause 3.2, Highgate reserves the right to alter the prices contained in the Quotes, without prior notice to the Customer.
7.2 The price is exclusive of the cost of delivery in accordance with clauses 5.1 and 5.3 and exclusive of Value Added Tax, customs duties and all other taxes, duties and expenses in respect of the Products all of which shall be added to the Invoice unless otherwise stipulated in writing by Highgate.
8. Orders and Payment
8.1 Orders are accepted by Highgate subject to (i) the Products being available for delivery; and (ii) cleared funds being received for the amount of the Invoice issued by Highgate.
8.2 Highgate shall only accept the Customer’s offer to purchase Products after payment of the relevant Invoice has either been received in full by non-account holders or where the order is placed by an account holder with a credit account (the “Credit Account Holder”), the Charges are credit account approved (the “Order”). The Order shall be subject to these Terms and shall not be amendable after it has been placed, without the written consent of Highgate.
8.3 The Customer shall be liable for the payment of all costs included in the Quote and the respective Invoice, relating to the Order for the full term stipulated in the Quote. The Customer shall also be solely responsible for all bank charges, transfer fees, and any international payment fees incurred in connection with the payment of the Invoice. Highgate must receive payment for the invoice in full without any deduction or reduction for such charges or fees.
8.4 Pursuant to clause 8.2, the Credit Account Holder shall ensure all Invoices issued by Highgate for the Products are paid in full, without deduction, withholding or set-off within 30 days from the date of the Invoice (the “Due Date”). All bank charges, transfer fees, and international payment fees associated with the payment of any Invoice shall be borne exclusively by the Customer and shall not be set off against the invoice amount received by Highgate.
8.5 Where Invoices remain unpaid beyond the Due Date, or the Credit Account Holder exceeds their agreed credit limit pursuant to the credit agreement, Highgate reserves the right to:
(a) withdraw or amend credit terms, credit limits or payment arrangements applicable to Credit Account Holders;
(b) place Customer accounts on hold;
(c) request payment upfront prior to accepting and dispatching future orders; and
(d) suspend the supply of further Products under these Terms at any time without notice to the Customer.
8.6 For the avoidance of doubt, any acceptance or processing of any order whilst a Customer has overdue Invoices or exceeded their credit limit shall not constitute a waiver of Highgate’s rights under these Terms.
8.7 Subject to clause 8.2, Highgate may charge interest on all overdue Charges in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 and applicable regulations, at a rate of 8% per annum above the Bank of England base rate, calculated from the day after the due date until the payment of the Charges is received in full. Highgate also reserves the right to claim statutory compensation and reasonable recovery costs as permitted under the Late Payment of Commercial Debts (Interest) Act 1998.
9. Warranty
9.1 The Customer warrants that it has (and any of the Customer’s Representatives have) authority to enter into a Contract and bind the Customer and that the Customer’s Representatives who deal with Highgate have the Customer’s authority to do so and that, unless the Customer has specifically advised Highgate in writing that any individual does not have such authority, the Customer will take responsibility for any employee, ex-employee or other person who holds themselves out to be the representative of the Customer.
9.2 Highgate warrants that it has the full capacity and authority to enter into and perform each Contract.
9.3 All Products supplied by Highgate will carry the benefit of the relevant Manufacturer’s warranty from time to time (the “Manufacturer’s Warranty”), subject to any relevant limitations and exclusions imposed by such Manufacturer. Highgate will provide the Customer with details of such warranties upon request and will use reasonable efforts at the Customer’s cost and expense to pass through the benefit of any warranties in relation to Products which are given by a Manufacturer in favour of Highgate.
9.4 Pursuant to clause 4.6, the Customer should be aware that by altering the configuration of the Products, the configuration may affect the Manufacturer’s Warranty and the rights of the Customer thereunder.
10. Liability
10.1 Nothing in these Terms or any Contract shall limit or exclude Highgate’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
(d) any other liability which cannot be limited or excluded by applicable law.
10.2 Subject to clause 10.1, Highgate shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with any Contract for:
(a) any loss of profits, sales, business or revenue;
(b) loss or corruption of data, information or software;
(c) loss of business opportunity;
(d) loss of anticipated savings; or
(e) any indirect or consequential loss.
10.3 Highgate’s total liability to the Customer in respect of all losses arising under or in connection with each Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount paid or to be paid for the Products under that Contract.
10.4 Except as set out in these Terms or any Contract, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from each Contract.
10.5 The Parties agree that the limitations on liability in these Terms are reasonable, given the Parties’ respective commercial positions and each Party’s ability to purchase appropriate insurance in respect of arising risks.
10.6 This clause 10 shall survive termination of these Terms.
11. Data Protection
11.1 Each Party warrants that it shall comply with the Data Protection Laws when performing its respective obligations under the Contract.
11.2 Where the Customer intends to, or might, include Personal Data in its use of the Products purchased from Highgate, it will inform Highgate when it requests a Quote and in any event, prior to a Contract being formed. Where so informed, Highgate will identify whether Highgate or a third party is the Data Processor for the purposes of the processing and communicate that to the Customer at or prior to the point at which the Contract is formed.
11.3 Where Highgate identifies that it is the Data Processor for the purposes of the processing referred to in clause 11.2, the Parties will enter into a Data Processing Agreement where required by the Data Protection Laws.
11.4 Where Highgate considers that it is the Data Controller, it will comply with all relevant requirements relating to a Data Controller under Data Protection Laws and the Parties will negotiate in good faith any data sharing agreement or protocol that the Parties deem necessary to put in place.
12. Termination
12.1 Should the Customer default in any payment or otherwise be in breach of its obligations to Highgate under these Terms or under any Contract with Highgate or commit any act of bankruptcy or being a company enter into voluntary or compulsory liquidation or suffer a receiver or administrative receiver or administrator to be appointed over all or any part of its assets or take or suffer any similar action in consequence of debt or become insolvent or should Highgate have reasonable cause to believe that any of these events is likely to occur, Highgate may, by notice in writing to the Customer, and without prejudice to any other rights, terminate these Terms and/or any Contract with immediate effect, or suspend or cancel any uncompleted part of the Contract or stop any Products in transit or require payment in advance or satisfactory security for further deliveries under the Contract.
12.2 On termination of these Terms or any Contract, the Customer shall immediately pay to Highgate all of Highgate’s outstanding unpaid Invoices and interest under these Terms or the particular Contract (as the case may be) and, in respect of any Products supplied but for which no Invoice has yet been submitted, Highgate shall submit an Invoice, which shall be payable by the Customer immediately on receipt.
13. Force majeure
Highgate shall not be liable to the Customer for any loss or damage caused to or suffered by the Customer as a direct or indirect result of the supply of the Products by Highgate being prevented, restricted, hindered or delayed by reason of any circumstances outside the control of Highgate including, without limitation, circumstances affecting the provision of all or any part of the Products by Highgate’s usual source of supply or delivery or by the Customer’s normal route or means of delivery.
14. Waiver
The failure of Highgate to insist upon the strict performance of any of the terms and conditions of the Contract shall not be construed as a waiver of any such term or condition and shall in no way affect Highgate’s right to enforce such provision later.
15. Severability
If any of the provisions of these Terms or the Contract (or part thereof) shall be found to be invalid, ineffective or unenforceable, the invalidity, ineffectiveness or unenforceability of such term or condition (or part thereof) shall not affect any other term or condition (or the other part of the term or condition of which such invalid, ineffective or unenforceable part forms part) and all terms and conditions (or parts thereof) not affected by such invalidity, ineffectiveness or unenforceability shall remain in full force and effect.
16. Governing law
These Terms and any Contract formed subject to these Terms, shall be governed by English law. The parties submit to the exclusive jurisdiction of the English courts in relation to any dispute or difference between the parties arising out of or in connection with these Terms, its interpretation or subject-matter, or any Contract formed subject to these Terms.
