Terms and Conditions

1.1 In these Conditions, the following definitions apply:

  • “Company”: Troika Systems Limited, a company registered in England under company number 3292855.

  • “Conditions”: These standard terms and conditions for the supply of Goods and Services, together with any special terms agreed in Writing.

  • “Contract”: The contract between the Company and the Customer for the supply of Goods and/or Services, formed under clause 2.

  • “Customer”: The person, firm or company who accepts a Quotation of the Company or whose Order is accepted by the Company.

  • “Goods”: The goods (including any software comprised in them) that the Company is to supply under the Contract.

  • “Order”: The Customer’s written instruction to purchase Goods and/or Services.

  • “Proposal”: A non-binding document identifying products, options, support and indicative prices for budgetary purposes. Prices in a Proposal are valid for six (6) months from issue.

  • “Quotation”: A final price confirmation issued by the Company for agreed products and options. Valid for thirty (30) days unless withdrawn earlier.

  • “Services”: The support services and any other services that the Company supplies under the Contract.

  • “Software Licence Agreement”: The non-exclusive, non-transferable licence granted to the Customer for use of any software comprised in the Goods, as referred to in clause 14.

  • “Writing”: Communication by letter, email, or other comparable means producing a permanent record.

1.2 Any reference to a statute or statutory provision is a reference to that provision as amended, re-enacted, extended or replaced from time to time.

1.3 Headings are for convenience only and do not affect interpretation.

2.1 The Company shall supply, and the Customer shall purchase, Goods and/or Services in accordance with the Customer’s Order as accepted by the Company. These Conditions govern the Contract to the exclusion of any other terms the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2 No variation to these Conditions shall be binding unless agreed in Writing by an authorised representative of the Company.

2.3 Any advice or recommendation given by the Company, its employees or agents to the Customer is followed or acted upon entirely at the Customer’s own risk. The Company shall not be liable for any advice or recommendation as to the application or use of the Goods not confirmed in Writing.

2.4 Any typographical, clerical or other error or omission in any sales literature, Quotation, price list, acceptance of offer, invoice or other document issued by the Company shall be subject to correction without liability on the part of the Company.

3.1 No Order shall be deemed accepted unless and until confirmed in Writing by the Company. Each accepted Order shall constitute a separate Contract.

3.2 The Company reserves the right to make changes to the specification of the Goods required to conform with any applicable safety or other statutory requirements, or which (where supplied to the Customer’s specification) do not materially affect their quality or performance.

3.3 No accepted Order may be cancelled by the Customer except with the agreement in Writing of the Company. Any such cancellation shall be subject to the administration and restocking provisions in clause 5.

4.1 The price shall be the price stated in the Company’s Quotation or, where no Quotation has been issued (or has expired), the price set out in the Company’s current price list at the date the Order is accepted.

4.2 All Quotations are valid for thirty (30) days, or until earlier withdrawal by the Company, unless otherwise agreed in Writing.

4.3 The Company may, by notice in Writing before delivery, increase the price to reflect:

4.3.1 any increase in the cost to the Company arising from any factor beyond its reasonable control;

4.3.2 any change in delivery date, quantities or specification requested by the Customer; or

4.3.3 any delay caused by the Customer’s instructions or failure to provide adequate information or instructions.

4.4 Where notice of a price increase is given under clause 4.3, the Customer may cancel any Order for undelivered Goods or unperformed Services by notice in Writing within seven (7) days of notification, or within fourteen (14) days before scheduled delivery, whichever is sooner.

4.5 All prices are exclusive of any value added tax, duties and other taxes, which the Customer shall be additionally liable to pay.

4.6 Unless otherwise agreed in Writing, all prices are exclusive of carriage, postage, packing, administration and insurance, which shall be additionally charged.

5.1 Subject to any special terms agreed in Writing, the Customer shall pay a deposit of fifty per cent (50%) of the price upon placing an Order, against which the Company shall issue a pro-forma invoice.

5.2 Unless alternative terms are agreed in Writing, the balance shall be paid in full (without set-off, counterclaim or deduction) prior to dispatch. The dispatch date shall be confirmed on the invoice issued following receipt of the deposit.

5.3 All payments shall be made in pounds sterling (GBP) unless otherwise agreed in Writing. Where another currency is accepted, the applicable conversion rate shall be the published commercial exchange rate in force at the date of the Order, as determined by the Company.

5.4 Time of payment shall be of the essence of the Contract.

5.5 If the Customer fails to make the final payment within fourteen (14) days of a request for final payment, the Company may, without prejudice to any other right or remedy:

  • 5.5.1 treat the Order as cancelled; and
  • 5.5.2 retain from any deposit paid an administration and restocking fee of ten per cent (10%) of the total order value, refunding the balance.


5.6 The Company shall be entitled to recover the administration and restocking fee (plus any applicable VAT) notwithstanding that title in the Goods has not passed to the Customer.

6.1 Delivery shall be made by the Company passing the Goods to a carrier nominated by the Company, with instructions to transport to the delivery address specified by the Customer.

6.2 Any dates quoted for delivery or performance are approximate only. The Company shall not be liable for any delay howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Company in Writing.

7.1 Risk of damage to or loss of the Goods shall pass to the Customer at the time the Company passes the Goods to its carrier under clause 6.1.

7.2 Notwithstanding delivery and the passing of risk, title in the Goods shall not pass until the Company has received, in cash or cleared funds, payment in full of the price together with all other sums then due from the Customer under any other contract.

7.3 Until title passes, the Customer shall not let, sell, charge, pledge, otherwise dispose of, transfer or deal with the Goods. The Company shall be entitled at any time to require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, may enter upon any premises where the Goods are stored and repossess them.

8.1 When returning Goods, the Customer must first request a Return Material Authorisation (RMA) number.

  • 8.1.1 Goods sent without an RMA number will not be accepted and will be returned at the Customer’s expense. Goods must be returned in their original undamaged packaging and complete.
  • 8.1.2 All returned Goods must be returned with carriage, duty and taxes paid to one of the Company’s approved service points (list available on request). Failing this, the Company shall be under no obligation to credit, repair or replace the Goods.


8.2 Goods not required, wrongly ordered or ordered in error may only be returned with the Company’s prior written approval and an RMA number. The Company reserves the right to charge a restocking fee of twenty per cent (20%) of the total list price. Goods must be returned carriage paid, in original unmarked packaging, complete and unused, with the RMA number clearly displayed on the outside of the packaging in a non-destructive manner.

9.1 Where the Order includes Services, the Customer shall, prior to provision:

  • 9.1.1 prepare the site to give unrestricted access to any plant and equipment required;

  • 9.1.2 provide all reasonably required assistance; and

  • 9.1.3 ensure all security, safety and other site regulations are complied with, and indemnify the Company against any direct loss or damage caused by any act or omission in relation to such regulations.

9.2 Any installation and commissioning shall be deemed complete upon signature of the Company’s service report by the Customer.

10.1 Subject to these Conditions, the Company warrants that:

  • 10.1.1 the Goods will correspond with their specification at delivery and be free from defects in materials and workmanship for twelve (12) months from delivery, or such other period as is specified for the particular product in the Company’s published literature or website; and
  • 10.1.2 the Services will be carried out with reasonable skill and care.


10.2 The Company shall have no liability under clause 10.1:

  • 10.2.1 in respect of any defect arising from any drawing, design or specification supplied by the Customer;
  • 10.2.2 in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, improper storage, failure to follow the Company’s instructions, misuse, alteration or repair without the Company’s approval;
  • 10.2.3 where any seal has been broken, or the Company’s trade mark or serial number has been removed, defaced, altered or tampered with, unless otherwise agreed in Writing;
  • 10.2.4 where any software has been used in breach of the Software Licence Agreement;
  • 10.2.5 where the Goods have been installed by the Customer otherwise than in accordance with installation instructions provided by the Company; or
  • 10.2.6 where the total price has not been paid by the due date.


10.3 The warranty does not extend to parts not manufactured by the Company. In respect of such items, the Customer shall be entitled only to the benefit of any warranty given by the manufacturer to the Company.

10.4 The warranty does not extend to any loss or damage sustained in transit.

10.5 Subject as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

10.6 Where the Goods are sold to a person dealing as a consumer (within the meaning of the Consumer Rights Act 2015), the statutory rights of the Customer are not affected by these Conditions.

10.7 Any claim based on any defect in quality or condition, or failure to correspond with specification, shall be notified to the Company within seven (7) days of delivery or, where the defect was not apparent on reasonable inspection, within a reasonable time after discovery. If not so notified, the Customer shall not be entitled to reject the Goods and shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.

10.8 Where a valid claim is notified in accordance with these Conditions, the Company shall be entitled, at its sole discretion, to repair or replace the Goods (or the part in question), to carry out corrective installation services free of charge, or to refund the price (or a proportionate part of the price). The Company shall have no further liability in respect of such claim.

10.9 The Company’s liability for damage to tangible property resulting from breach of contract and/or any negligent act or omission of the Company, its employees, agents or sub-contractors shall be limited to one hundred thousand pounds (£100,000) in respect of any one incident, or five hundred thousand pounds (£500,000) in respect of any series of incidents arising from a common cause.

10.10 Except in respect of death or personal injury caused by the Company’s negligence, fraud, or any other liability which cannot lawfully be excluded or limited, the Company shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any: (a) loss of profit; (b) loss of business, contracts, revenue or anticipated savings; (c) loss of goodwill or reputation; (d) loss of or damage to data ; or (e) any indirect, special or consequential loss, costs, expenses or other claims, arising out of or in connection with the Contract.

10.11 The Company shall not be liable or deemed to be in breach by reason of any delay or failure to perform any of its obligations if due to any cause beyond the Company’s reasonable control.

11.1 Extended Warranty coverage is available only for equipment supplied by the Company and must be purchased within the eligibility period specified by the Company.

11.2 The Extended Warranty shall commence immediately following expiry of the standard warranty period and shall continue for the duration specified in the applicable Quotation, invoice, service agreement or warranty certificate.

11.3 Payment Terms: All Annual Maintenance Package (AMP) and Extended Warranty fees are payable in full in advance of the commencement of the coverage period, unless otherwise agreed in Writing. AMP and Extended Warranty cover shall commence from the date on which payment is received by the Company.

11.4 Three-Year Warranty on New Devices: The Company offers a three (3) year warranty on new devices, conditional upon the Customer purchasing a Gold Annual Maintenance Package (AMP) at, or before, the expiry of the initial twelve (12) month standard warranty period. Where a Gold AMP is not purchased within that period, the warranty shall end on expiry of the standard twelve (12) month period, and no extended warranty cover shall apply unless separately agreed in Writing.

11.5 Subject to these Conditions, the Company warrants that the covered equipment shall remain free from defects in materials and workmanship during the Extended Warranty period.

11.6 The Extended Warranty shall not cover:

  • 11.6.1 normal wear and tear;
  • 11.6.2 accidental damage, abuse, misuse, negligence or improper handling;
  • 11.6.3 damage caused by operation outside the Company’s recommended specifications;
  • 11.6.4 damage caused by unauthorised repair, modification, alteration or servicing;
  • 11.6.5 consumable items, including batteries, cables, carrying cases, accessories, protective covers and similar items;
  • 11.6.6 software corruption, operating system issues, viruses, malware, third-party software conflicts or customer configuration errors; and
  • 11.6.7 cosmetic damage which does not affect functionality.


11.7 The Company’s sole obligation under the Extended Warranty shall be, at its sole discretion, to: repair the equipment; replace defective components; supply an equivalent refurbished unit; or replace the equipment with a functionally equivalent model.

11.8 Extended Warranty coverage is non-transferable unless expressly approved in Writing by the Company.

11.9 Extended Warranty fees are non-refundable once the coverage period has commenced.

12.1 Service Plans provide support services as described in the applicable Quotation, proposal, support agreement, published service plan documentation or price list.

12.2 Depending on the level of Service Plan purchased, services may include: software updates and upgrades; remote technical support; priority support response; annual calibration verification; preventative maintenance inspections; and loan equipment programmes where specifically stated.

12.3 Unless expressly included within the purchased Service Plan, the following are excluded: on-site visits; installation services; customer training; damage resulting from misuse, negligence, accident or unauthorised repair; and third-party products or software.

12.4 The Customer shall: maintain the equipment in accordance with the Company’s recommendations; provide reasonable access to the equipment and associated systems when support is required; and maintain suitable internet connectivity where remote support is provided.

12.5 Service Plans shall remain in force for the period stated in the applicable agreement and may be renewed at the Company’s prevailing rates.

12.6 The Company reserves the right to suspend Service Plan services where payments remain outstanding beyond agreed payment terms.

12.7 Service Plans may not be cancelled during the agreed contract term except by written agreement of the Company. Any agreed cancellation may be subject to an administration fee and repayment of any discounted services already provided.

13.1 The Company may, at its sole discretion, offer trade-in allowances, upgrade incentives, promotional credits or equipment exchange programmes.

13.2 Any trade-in valuation provided shall be based upon information supplied by the Customer and shall remain subject to inspection and verification by the Company.

13.3 The Customer warrants that: it is the legal owner of the equipment being traded; the equipment is free from finance agreements, security interests, liens, charges or third-party claims; and the equipment condition has been accurately represented to the Company.

13.4 Upon receipt, the Company reserves the right to inspect and assess the equipment’s condition. If the condition materially differs from that described, the Company reserves the right to revise the valuation, withdraw the trade-in offer, or invoice the Customer for any difference in value.

13.5 Ownership of traded equipment shall transfer to the Company upon receipt and acceptance.

13.6 The Customer shall be solely responsible for removing all data, files, passwords, settings, licences and confidential information prior to shipment of any trade-in equipment. The Company accepts no responsibility for retained, lost or recoverable data.

13.7 Where a trade-in allowance or upgrade credit has been applied to an Order, the Customer shall return the agreed equipment within thirty (30) days of delivery of the replacement equipment unless otherwise agreed in Writing. Failure to do so shall entitle the Company to invoice the Customer for the full value of the trade-in allowance or promotional credit granted.

13.8 The Company reserves the right to offer promotional upgrade programmes, including enhanced trade-in values for legacy equipment. All promotional values are subject to equipment inspection and may be amended or withdrawn prior to Order acceptance.

13.9 The Company’s decision regarding trade-in eligibility, valuation, equipment condition and promotional incentives shall be final.

14.1 The copyright and all other intellectual property rights in all documents (including drawings, specifications, manuals and technical information) furnished to the Customer by the Company in connection with any Contract shall remain vested in the Company or its licensors. The Customer may use such documents only for their intended purpose.

14.2 All copyright and other intellectual property rights in any software comprised in the Goods shall remain vested in the Company or its licensors. The Company grants to the Customer a non-exclusive, non-assignable licence to use such software solely for the purposes of the operation of the Goods, on the terms of the Software Licence Agreement, which shall be supplied with the software.

15.1 Save as otherwise provided in these Conditions, if any claim is made against the Customer that the Goods (or their use) infringe the patent, copyright, design, trade mark or other intellectual property rights of any third party, the Company shall indemnify the Customer against all loss, damages, costs and expenses awarded against the Customer (or paid or agreed to be paid in settlement of the claim with the Company’s consent), provided that:

  • 15.1.1 the Company is given full control of any proceedings or negotiations;

  • 15.1.2 the Customer gives the Company all reasonable assistance;

  • 15.1.3 except pursuant to a final award, the Customer does not pay or accept any such claim, or compromise any such proceedings, without the Company’s consent (not to be unreasonably withheld);

  • 15.1.4 the Customer does nothing which would vitiate any insurance policy or cover relating to such infringement, and this indemnity shall not apply to the extent the Customer recovers sums under any such policy (which the Customer shall use its best endeavours to do);

  • 15.1.5 the Company is entitled to the benefit of, and the Customer shall account for, all damages and costs awarded in favour of the Customer payable by any other party in respect of any such claim; and

  • 15.1.6 the Company is entitled to require the Customer to take such steps as the Company may reasonably require to mitigate or reduce any such loss, damages, costs or expenses.

16.1 This clause applies if:

  • 16.1.1 the Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order, or (being an individual or firm) becomes bankrupt, or (being a company) goes into liquidation (otherwise than for amalgamation or reconstruction);
  • 16.1.2 an encumbrancer takes possession of, or a receiver is appointed over, any of the Customer’s property or assets;
  • 16.1.3 a winding-up or bankruptcy petition is presented against the Customer;
  • 16.1.4 the Customer ceases, or threatens to cease, to carry on business;
  • 16.1.5 the Company reasonably apprehends that any of the foregoing is about to occur and notifies the Customer accordingly;
  • 16.1.6 the Customer is unable to pay its debts as defined in section 123 of the Insolvency Act 1986; or
  • 16.1.7 anything analogous to any of the foregoing occurs under the law of any other jurisdiction.


16.2 If this clause applies, then, without prejudice to any other right or remedy, the Company shall be entitled to cancel the Contract or suspend any further deliveries without liability. If Goods have been delivered or Services performed but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement.

17.1 The Company shall be entitled to sub-contract the provision of the Services, or any part of them, as it sees fit.

17.2 Any notice required or permitted under these Conditions shall be in Writing addressed to the other party at its registered office or principal place of business, or such other address as may have been notified to the party giving the notice.

17.3 No waiver by the Company of any breach by the Customer shall be considered a waiver of any subsequent breach of the same or any other provision.

17.4 If any provision is held invalid or unenforceable, the validity of the other provisions and the remainder of the provision in question shall not be affected.

17.5 The Contract constitutes the entire agreement between the parties in relation to its subject matter and supersedes any prior agreement or understanding.

17.6 A person who is not a party to the Contract shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.

18.1 The Contract, and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of England and Wales.

18.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction.

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