Terms & Conditions – Pace Systems

These Terms govern use of the Website and purchases of standard Products from PACE Systems. They distinguish between Consumers and Business Customers and preserve rights that cannot lawfully be excluded.

• Introduction

These Website Terms & Conditions (“Terms”) apply to your use of https://www.pace-systems.co.uk/ and any replacement or related website operated by PACE SYSTEMS LTD (“PACE Systems”, “we”, “us” or “our”), and to orders placed through the Website for Products and Services. PACE SYSTEMS LTD is a private limited company registered in England and Wales under company number 09611557. Our registered office is Suite D, Astor House, 282 Lichfield Road, Four Oaks, Sutton Coldfield, West Midlands, United Kingdom, B74 2UG.

Please read these Terms before using the Website or placing an order. By using the Website, you agree to the provisions relating to Website use. When you place an order, the sales provisions form part of the contract if and when we accept that order. If you do not agree, you must not use the Website or place an order.

Nothing in these Terms affects rights or remedies that a Consumer has under applicable law and that cannot be limited or excluded by contract. If you are acting wholly or mainly for purposes outside your trade, business, craft or profession, you are a Consumer. Different provisions apply where you act for business purposes.

We may revise these Terms from time to time. The version displayed when an order is placed will normally govern that order, unless a change is required by law or agreed with you. Changes to Website-use provisions take effect when published. The Last Updated date appears at the end.

• Definitions

Business Customer: a person acting for purposes relating wholly or mainly to a trade, business, craft or profession.

Consumer: an individual acting for purposes wholly or mainly outside that individual’s trade, business, craft or profession.

Contract: a binding contract between you and us for the supply of Products or Services.

Custom Product: a Product made, modified, programmed, configured, engraved or otherwise produced to a customer’s specification or clearly personalised.

Custom Project: bespoke engineering, design, integration, prototype, consultancy, software, firmware, installation, vehicle-integration, surveillance-system or similar customer-specific work.

Product: goods, equipment, components, software, firmware, digital content or other items offered or supplied by us.

Services: consultancy, design, installation, configuration, commissioning, training, technical support, maintenance or other services supplied by us.

Website: our website at https://www.pace-systems.co.uk/ and any page, store or service operated through it.

you: the person using the Website or entering into a Contract with us.

• Website Use

You may use the Website only for lawful purposes. You must not misuse it, attempt to gain unauthorised access, introduce malicious code, interfere with its operation, scrape or harvest data without permission, impersonate another person, or use the Website in a way that infringes another person’s rights. You must not use product information to facilitate unlawful surveillance, stalking, harassment, unauthorised interception, sanctions evasion, export-control breaches or any other illegal activity.

You are responsible for maintaining the confidentiality of account credentials and for activity carried out through your account. Tell us promptly if you suspect unauthorised access. We may suspend or close an account where reasonably necessary to protect the Website, our customers, third parties or legal compliance.

We aim to keep the Website available and accurate, but do not promise uninterrupted or error-free operation. We may withdraw, restrict or change any part of the Website for maintenance, security, operational or legal reasons. Content is provided for general information and does not constitute legal, regulatory, building-control, security or operational advice.

Links to third-party websites are provided for convenience. We do not control or endorse those websites and are not responsible for their content, availability or privacy practices. Your use of a third-party website is subject to its own terms.

• Product Information

We take reasonable care to describe Products accurately. Images, diagrams, renders, videos and packaging are illustrative unless expressly stated otherwise. Colours and finishes may vary by screen or production batch. Dimensions, weights, ranges, battery life, network availability, transmission performance and similar figures may be approximate or dependent on installation, environment, network coverage, configuration and operating conditions.

We may make non-material changes to a Product’s design, specification, components, firmware or packaging to improve performance, address availability or comply with law, provided the Product continues materially to meet its description and any specification agreed as part of the Contract. Material substitutions require your agreement.

You must check that a Product is suitable and compatible with your intended application, equipment, software, power source, network, vehicle and operating environment. Any specific purpose made known to us will be relevant only to the extent that we confirm suitability in writing or applicable law provides otherwise.

Descriptions of accessibility-assistance Products do not mean that purchasing or installing a Product, by itself, ensures compliance with the Equality Act 2010, building regulations or any site-specific accessibility duty. Compliance depends on the premises, installation, service arrangements and circumstances. Obtain competent advice where needed.

• Orders and Contract Formation

The Website invites you to place an order; it does not constitute our binding offer. You are responsible for checking the order, delivery details and any stated requirements before submission. An automated acknowledgement confirms receipt only. A Contract is formed when we send an express acceptance or dispatch confirmation, or when we begin performing a Service with your agreement, whichever occurs first.

We may decline or cancel an order before acceptance, including because of stock or component availability, pricing or description errors, payment failure, suspected fraud, legal or regulatory restrictions, export-control or sanctions concerns, end-use concerns, or inability to deliver. If payment has already been taken for an order we do not accept, we will refund it using the original payment method.

You must provide complete and accurate information. Where an order depends on dimensions, specifications, drawings, compatibility details, intended end use, end user, destination or regulatory information supplied by you, we may rely on that information. You must promptly review and approve any specification, drawing or proof we send.

Quotations remain open only for the period stated and may be withdrawn before acceptance. A purchase order does not bind us unless accepted. Terms printed on or incorporated into a Business Customer’s purchase order do not apply unless we expressly agree to them in writing.

• Pricing and Taxes

Prices are shown in pounds sterling unless stated otherwise. Consumer prices will include VAT where applicable; delivery and other charges will be displayed before the order is submitted. Business quotations may state prices exclusive of VAT, in which case VAT is payable at the applicable rate. International customers are responsible for import duties, taxes, brokerage charges and local fees unless we expressly agree otherwise.

We may change prices prospectively. A price change does not affect an accepted order. If a pricing error is obvious and could reasonably have been recognised as an error, we may reject or cancel the affected item and refund sums paid, even after an acknowledgement. We will contact you where reasonably practicable before cancellation.

Promotional codes and discounts are subject to their stated conditions, have no cash value, cannot be combined unless stated, and may be withdrawn before an order is accepted. Any deposit or staged-payment arrangement will be set out at checkout, in a quotation or in project-specific terms.

• Payment, Security and Title

You must pay using a method offered at checkout or otherwise agreed. Payment may be authorised or captured before dispatch. We may use third-party payment providers and carry out reasonable fraud-prevention, identity, credit, sanctions and export-control checks. Payment-provider terms may also apply.

For Business Customers, unless agreed otherwise in writing, invoices are payable by the due date shown. We may charge statutory interest and recovery costs on late commercial payments to the extent permitted by the Late Payment of Commercial Debts (Interest) Act 1998. We may suspend further supply while undisputed sums are overdue.

Legal title to Products supplied to a Business Customer does not pass until we have received in cleared funds all sums due for those Products. Until title passes, the Business Customer must keep them identifiable, properly stored and insured, and must not create security over them. This retention-of-title provision does not alter the rules on risk or Consumers’ rights.

• Delivery, Collection and Risk

Delivery dates are estimates unless expressly agreed as binding. We will deliver to the address accepted in the order. You are responsible for providing safe and suitable access and for checking local restrictions. We may deliver in instalments where reasonable and without material disadvantage to a Consumer.

For Consumers, we will deliver without undue delay and normally within 30 days after the Contract is made unless another time is agreed. Risk passes when you, or a person identified by you other than the carrier, takes physical possession, except where you commission a carrier not offered by us, in which case statutory rules apply.

For Business Customers, risk passes on delivery at the agreed location or, if collection is agreed, when the Products are made available for collection. The Business Customer must inspect deliveries promptly and notify us within a reasonable time of visible transit damage, shortage or incorrect supply, without prejudice to rights that cannot be excluded.

If delivery is delayed by circumstances outside our reasonable control, we will contact you and take reasonable steps to minimise the effect. Consumer remedies for late delivery remain available where applicable. If you fail to take delivery, we may store the Products and recover reasonable additional costs, after giving appropriate notice.

• Cancellations, Returns and Refunds

Our Refund & Returns Policy, available on the Website, explains the practical returns process and any voluntary return arrangements. It forms part of these Terms. If there is an inconsistency, mandatory statutory rights take priority.

A Consumer who enters into a distance contract will normally have 14 days to cancel without giving a reason. For goods, the cancellation period normally ends 14 days after physical receipt; for services, it normally ends 14 days after the Contract is made. The Consumer must communicate a clear cancellation decision and then return goods within the further statutory period. Refund timing, standard-delivery reimbursement and permitted deductions for handling beyond what is necessary are governed by applicable law and the Refund & Returns Policy.

The statutory change-of-mind right does not apply in all cases. Subject to law, exclusions may include goods made to the Consumer’s specifications or clearly personalised, sealed goods not suitable for return for health or hygiene reasons once unsealed, and digital content supplied after the Consumer gives the required express consent and acknowledgement. A product is not automatically exempt merely because options were selected; the legal test will apply.

Where a Consumer asks us to begin a Service during the cancellation period, we may require an express request. If the Consumer later cancels, a proportionate charge may be payable for work properly performed before cancellation. The right may be lost after full performance only where the legal requirements, including express consent and acknowledgement, have been met.

Nothing in this section restricts remedies for Products that are faulty, not as described or otherwise non-conforming, or for Services not performed with reasonable care and skill.

• Warranty and Statutory Rights

Products may carry a manufacturer’s warranty or a warranty expressly stated by us. Warranty terms, duration and claim procedures will be supplied with the Product or made available on request. A commercial warranty is additional to, and does not replace, a Consumer’s statutory rights under the Consumer Rights Act 2015.

For Consumers, goods must be of satisfactory quality, fit for any particular purpose made known and relied upon where the legal conditions are met, and as described. Digital content must meet applicable statutory standards, and Services must be performed with reasonable care and skill. Statutory remedies may include rejection, repair, replacement, price reduction, repeat performance or refund, depending on the circumstances and timing.

Unless the warranty states otherwise, warranty cover does not extend to fair wear and tear, consumables, accidental damage, misuse, neglect, unauthorised modification or repair, incorrect installation, unsuitable power or environmental conditions, failure to follow instructions, network or third-party service failure, or damage caused by equipment not supplied by us. We may inspect or test returned Products before confirming a remedy.

For Business Customers, Products will materially conform to the agreed specification at delivery and Services will be performed with reasonable care and skill. Except as expressly stated and to the fullest extent permitted by law, other conditions, warranties and terms implied by law are excluded from Business Contracts.

• Bespoke Products and Custom Projects

Custom Products and Custom Projects may involve engineering design, research and development, prototyping, custom electronics, tracking systems, surveillance systems, software or firmware, integration, vehicle work, installation, testing, training or consultancy. Scope, assumptions, deliverables, acceptance criteria, milestones, dependencies, charges, intellectual-property rights, security arrangements and change-control procedures should be recorded in a quotation, statement of work, proposal or project contract.

Priority of project-specific terms: Where separate written terms and conditions, a statement of work, contract, quotation or other project-specific document has been agreed in writing for a Custom Project, those project-specific terms shall take precedence over these Website Terms & Conditions to the extent of any conflict or inconsistency. These Terms continue to apply only where they are not inconsistent.

Once manufacture, configuration, licensing or project work has begun, a Custom Product or Custom Project may not be cancellable or returnable except where required by law or agreed in writing. For Consumers, this wording does not remove a cancellation right unless a statutory exception applies or the requirements for early performance and loss of the right have been satisfied.

You must review specifications, drawings, proofs, interfaces and assumptions promptly. Changes may affect cost, timescale, compliance and performance and require a written change order. Prototypes and pre-production units may be supplied for evaluation, may differ from production units and must not be used in safety-critical or operational deployment unless expressly approved for that purpose.

• Consultancy and Services

The scope of Services will be stated at checkout, in a quotation or in project-specific terms. Unless otherwise agreed, you will provide timely access to relevant premises, systems, information, personnel, permissions, power, connectivity and a safe working environment. We are not responsible for delay or additional cost caused by inaccurate information, unsafe conditions or failure to provide agreed access or dependencies.

We will perform Services with reasonable care and skill. Dates are estimates unless expressly agreed as binding. Technical advice is based on the information and conditions known at the time. A site survey, risk assessment, radio-frequency survey, data-protection assessment, legal review or other specialist assessment may be required before deployment.

Unless expressly included, supply of a Product does not include installation, commissioning, training, monitoring, airtime, SIM or satellite service, cloud hosting, licences, maintenance or ongoing support. Third-party connectivity and platform services are subject to coverage, availability and the provider’s terms.

• Software, Firmware and Digital Content

Software, firmware, applications, cloud services and digital documentation may be licensed rather than sold. Unless separate licence terms are supplied, we grant the customer a non-exclusive, non-transferable licence to use embedded software solely with the Product and for the purpose for which it was supplied. The customer must not copy, decompile, reverse engineer, circumvent security, modify or distribute it except to the extent that applicable law expressly permits and cannot be excluded.

Updates may be provided to maintain security, compatibility, compliance or performance. You are responsible for installing notified updates within a reasonable time where we provide appropriate instructions, subject to Consumer rights. Some functionality may depend on supported operating systems, third-party services, subscriptions or network availability.

Open-source components remain subject to their applicable licences, which take precedence for those components. Any supplied credentials, activation keys and configuration data must be kept secure.

• Intellectual Property

All intellectual-property rights in the Website and its content, including text, graphics, photographs, video, diagrams, product names, databases and software, are owned by or licensed to us. You may view and print reasonable extracts for personal or internal business evaluation, but may not reproduce, publish, modify, distribute, commercially exploit or remove rights notices without written permission.

Unless project-specific terms expressly state otherwise, we retain ownership of all pre-existing materials, know-how, methods, inventions, designs, PCB layouts, schematics, CAD files, source code, object code, firmware, tools, templates and generic developments used or created in supplying a Custom Project. Once all charges are paid, the customer receives a non-exclusive, non-transferable licence to use the deliverables supplied for its agreed internal or operational purpose.

The customer retains ownership of materials it supplies and grants us a licence to use them as necessary to perform the Contract. The customer warrants that this use will not infringe third-party rights. Any assignment or broader licence of project intellectual property must be expressly agreed in writing.

• Confidentiality

Each party must keep confidential information received from the other secure and use it only for the Contract. This does not apply to information that is public other than through breach, was already lawfully known, is received lawfully without restriction, is independently developed, or must be disclosed by law or a competent authority. A party required to disclose should, where lawful and practicable, notify the other first.

More specific confidentiality, security-classification, handling, personnel-vetting or information-assurance requirements must be set out in project-specific terms and will take priority where inconsistent.

• Export Controls, Sanctions and End Use

Products, software, technology, technical data and Services may be subject to UK strategic export controls, trade sanctions, embargoes, end-use controls, end-user controls, import controls or equivalent foreign laws. A licence or governmental approval may be required even where an item is not expressly listed, including because of destination, end user or intended end use.

You must provide accurate end-user, destination and end-use information, supporting documents and assurances reasonably requested by us. You must not export, re-export, transfer, disclose, resell, use or make available any controlled item contrary to applicable law or licence conditions, or to a sanctioned person, prohibited destination or prohibited end use.

We may screen orders, delay performance, refuse supply, require an end-user undertaking, apply for licences, cancel a Contract or report relevant information where reasonably necessary for compliance. We are not liable for delay or non-performance caused by refusal, withdrawal or delay of a licence or by a legal prohibition, except to the extent liability cannot lawfully be excluded. Prepaid sums for undelivered items will be handled in accordance with applicable law and any project-specific allocation of non-recoverable costs.

• Lawful and Responsible Use

You are solely responsible for ensuring that Products and Services are acquired, installed and used lawfully, proportionately and with all required authority, consent, notices, policies, licences and approvals. This is particularly important for surveillance, audio recording, image capture, radio transmission, tracking, location data, covert deployment, vehicle systems and processing of personal data.

Depending on the use and user, relevant requirements may include data-protection and privacy law, employment law, the Investigatory Powers Act 2016, the Regulation of Investigatory Powers Act 2000, communications and radio rules, the Protection of Freedoms Act 2012 and sector-specific codes or authorisations. Mention of legislation is illustrative and not legal advice.

You must not use Products or Services for unlawful interception, unauthorised surveillance or recording, stalking, harassment, discrimination, invasion of privacy, human-rights abuses, torture, internal repression, military or prohibited end use, or any activity likely to cause unlawful harm. We may refuse or end supply where we reasonably believe use would be unlawful, unsafe, unethical or inconsistent with export-control or sanctions obligations.

• Limitation of Liability

Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of statutory title obligations, liability under the Consumer Protection Act 1987 where it cannot be excluded, or any other liability that law does not permit us to limit or exclude.

Consumers

If you are a Consumer, we are responsible for losses that are a foreseeable result of our breach of the Contract or failure to use reasonable care and skill. Loss is foreseeable if it was obvious that it would happen or both parties knew it might happen when the Contract was made. We are not responsible for business losses where Products or Services are supplied for personal use. Nothing in these Terms excludes or restricts statutory Consumer rights.

Business Customers

If you are a Business Customer, we are not liable, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, for loss of profit, revenue, business, anticipated savings, goodwill, opportunity or data, business interruption, or any indirect or consequential loss.

Subject to the liabilities that cannot be limited, our total aggregate liability to a Business Customer arising out of or in connection with a Contract shall not exceed 100% of the total charges paid or payable under that Contract. For an ongoing Service, the cap shall be the charges paid or payable in the 12 months preceding the event giving rise to the claim. Project-specific terms may set a different cap and will take priority.

We are not responsible for failures caused by third-party networks, carriers, satellites, platforms, power supplies, customer systems, unauthorised modifications, unsuitable installation or use contrary to instructions, except to the extent caused by our breach. A Business Customer must maintain appropriate backups, security, insurance and operational contingency arrangements.

• Business Customer Indemnity

A Business Customer shall indemnify us against third-party claims, losses, liabilities and reasonable costs arising from its unlawful or unauthorised use, export, re-export, installation or resale of Products or Services; its breach of export-control, sanctions, privacy or surveillance law; or materials and specifications it supplies that infringe third-party rights, except to the extent caused by our breach, negligence or wilful misconduct.

• Force Majeure

Neither party is liable for delay or failure to perform obligations, other than payment obligations already due, caused by an event beyond its reasonable control. Such events may include natural disaster, severe weather, fire, flood, epidemic, war, terrorism, civil disorder, labour dispute, transport disruption, supplier or component failure, utility or network failure, cyber incident, governmental action, export restriction or licence delay.

The affected party must take reasonable steps to reduce the effect and resume performance. If the event continues for a prolonged period, either party may end the affected Contract on reasonable written notice, subject to payment for Products supplied, Services performed and properly incurred non-cancellable costs. Consumer rights remain unaffected.

• Data Protection and Cookies

We process personal data in accordance with our Privacy Policy, available on the Website. The Privacy Policy explains the types of personal data we collect, purposes and lawful bases, sharing, international transfers, retention, security and individual rights. Our Cookie Policy or cookie notice explains how cookies and similar technologies are used.

Where a Product or Service enables a customer to collect or process video, audio, identifiers, location data or other personal data, the customer is responsible for determining and complying with its obligations as controller or processor, including transparency, lawful basis, data minimisation, security, retention, rights handling and any required data protection impact assessment. A separate data-processing agreement will apply where required.

• Suspension and Termination

We may suspend access, delivery, support or performance on reasonable notice where you materially breach a Contract, fail to pay an undisputed sum, create a security or safety risk, fail required compliance checks, or where continued performance may breach law. Immediate suspension may be used where reasonably necessary to address an urgent risk.

Either party may terminate a Contract for a material breach that is not remedied within a reasonable period after written notice, or where the other becomes insolvent, subject to applicable insolvency law and Consumer protections. Termination does not affect accrued rights. Provisions intended to continue, including payment, confidentiality, intellectual property, export controls, lawful use and liability, survive termination.

• Complaints and Communications

Please contact us promptly if you have a complaint. We will acknowledge and investigate it in a fair and reasonable manner. Nothing in this process prevents a Consumer from using statutory remedies or contacting Citizens Advice, Trading Standards or a court. If we are required to provide information about an approved alternative dispute-resolution entity, we will do so; unless we expressly agree otherwise, we do not commit in advance to participate in a particular non-mandatory ADR procedure.

We may communicate with you using the email address, postal address or telephone number supplied with an order. You must keep contact details current. Formal notices under a Business Contract should be sent by email and post to the addresses stated in the order or project-specific terms and are deemed received in accordance with those terms or, if none are stated, when actually received.

• General

Severability

If any provision is found unlawful, invalid or unenforceable, it shall be treated as modified to the minimum extent necessary to make it effective or, if that is not possible, deleted. The remaining provisions continue in force.

Waiver

A delay or failure to enforce a right is not a waiver. A waiver is effective only for the specific matter for which it is given.

Transfer

You may not transfer a Contract without our written consent, not to be unreasonably withheld where applicable. We may transfer our rights and obligations to another organisation provided this does not reduce a Consumer’s rights or materially disadvantage a Consumer. We will notify Consumers of any material transfer.

Third-party rights

Unless expressly stated, a person who is not a party to a Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce it.

Entire agreement

For Business Customers, the Contract constitutes the entire agreement concerning its subject matter and supersedes prior discussions and representations, except for fraud or fraudulent misrepresentation. Consumers may rely on statements about Products or Services to the extent provided by applicable law.

Order of precedence

If documents conflict, the following order applies: (a) agreed project-specific terms for a Custom Project; (b) an accepted quotation or order confirmation; (c) applicable licence or service-specific terms; (d) these Terms; and (e) the Refund & Returns Policy, except that mandatory law always takes priority.

• Governing Law and Jurisdiction

These Terms and each Contract are governed by the law of England and Wales. If you are a Consumer resident elsewhere in the United Kingdom, you also benefit from any mandatory protections of the law applicable where you live and may bring proceedings in the courts of the part of the United Kingdom in which you live. If you are a Business Customer, the courts of England and Wales have exclusive jurisdiction, unless project-specific terms state otherwise.