Standard Conditions of Trade
Last updated: December 2025
These Conditions govern all sales of Goods and all provision of Services (including software-as-a-service, analytics, consultancy, IT professional services and hosted services) by Actuality One Limited to business customers.
1. Definitions
Authorised Officer means a person whose position with ACTUALITY ONE is that of Chairman, Director, or Credit Manager.
Backorder means an Order for Goods not available at the time of Order placement and still to be acquired by ACTUALITY ONE from its supplier.
Buyer means the person placing an Order with ACTUALITY ONE and whose Order is accepted in accordance with these Conditions.
Conditions means these terms and conditions of trade, any special terms set out in ACTUALITY ONE’s quotation or written acceptance of Order, and any terms governing use of ACTUALITY ONE’s website or platform.
Contract means any individual contract between ACTUALITY ONE and the Buyer for the supply of Goods and/or Services to which these Conditions apply.
Delivery means: (a) for Goods, the carrier’s notification to the Buyer that the Goods are ready to be off-loaded at the delivery address supplied, or FOB dispatch for export; and (b) for Services, the point at which the Services (including SaaS, analytics, hosted platform or API access) are first made available for access or use by the Buyer.
Goods means equipment, devices, components, software, materials, or other physical products supplied by ACTUALITY ONE.
Order means the Buyer’s offer to purchase Goods and/or Services.
Services means services provided by ACTUALITY ONE including configuration, consultancy, IT professional services, implementation, data feeds, analytics, software-as-a-service (SaaS), hosted platforms, APIs, and support services.
ACTUALITY ONE means Actuality One Limited, registered in Scotland with company number SC371966, registered office: Clyde Offices, 2nd Floor, 48 West George Street, Glasgow, G2 1BP.
Associated Company means any company within the same group as Actuality One Limited.
Headings are for convenience only and do not affect the interpretation of these Conditions.
2. Basis of supply
2.1 These Conditions apply to all Contracts to the exclusion of any other terms the Buyer seeks to impose.
2.2 No variation shall be binding unless made in writing and signed by an Authorised Officer.
2.3 Employees or agents of ACTUALITY ONE are not authorised to make representations unless confirmed in writing by an Authorised Officer.
2.4 Any advice or recommendation not confirmed in writing by an Authorised Officer is followed at the Buyer’s own risk.
2.5 ACTUALITY ONE may correct typographical or clerical errors in any documentation without liability.
2.6 The Buyer is deemed to accept these Conditions by placing an Order which ACTUALITY ONE accepts.
2.7 Business customers only. The Buyer warrants it is acting in the course of business and not as a consumer.
2.8 Scope: Goods and Services. (a) Clauses relating to Delivery, DOA, export, returns and configuration apply only to Goods. (b) Clauses relating to access, use, licence, acceptable use, uptime or digital delivery apply only to Services. (c) Where a Contract includes both Goods and Services, each set of provisions applies accordingly.
2.9 Order of precedence. If there is a conflict, the following apply in order: (1) any signed agreement expressly overriding these Conditions; (2) any order form or statement of work; (3) these Conditions.
3. Quotations and formation of Contract
3.1 All Contracts are governed by these Conditions.
3.2 Any Buyer terms shall not apply unless expressly agreed in writing by an Authorised Officer.
3.3 Quotations are based on information provided by the Buyer; the Buyer warrants such information is accurate, complete and not misleading.
3.4 The Buyer indemnifies ACTUALITY ONE for all losses arising from inaccurate, incomplete or misleading information it provides.
3.5 Quotations are invitations to treat only. The Buyer’s Order is an offer. A Contract is formed only when ACTUALITY ONE issues written confirmation of acceptance.
3.6 Unless stated otherwise, quotations lapse after 10 days.
3.7 Acceptance of Backorders is subject to credit approval.
3.8 The Buyer is responsible for the accuracy of Orders and specifications.
4. Cancellation
4.1 No Order may be cancelled except with ACTUALITY ONE’s prior written consent.
4.2 If cancellation is agreed, ACTUALITY ONE may charge up to 25% of the Order value or its actual loss, whichever is higher.
5. Termination (Goods & one-off Services)
5.1 ACTUALITY ONE may cancel or suspend any Contract immediately if the Buyer:
- fails to pay any sum when due;
- becomes insolvent or subject to insolvency proceedings;
- commits or is associated with fraud or dishonest conduct in relation to the Contract; or
- has any material enforcement or execution levied against its assets.
5.2 Upon termination, all sums owed under the Contract become immediately due and payable.
6. Term & termination of Services (SaaS / recurring Services)
6.1 Services commence on the start date specified in the Order and continue for the initial term stated (the “Initial Term”).
6.2 Unless otherwise stated, Services automatically renew for successive 12-month periods (“Renewal Terms”) unless either party gives at least 60 days’ written notice before the end of the Initial Term or then-current Renewal Term.
6.3 Either party may terminate Services for material breach not remedied within 30 days of written notice.
6.4 ACTUALITY ONE may suspend Services immediately where: (a) the Buyer fails to pay any sum when due; (b) ACTUALITY ONE reasonably believes the Buyer has breached acceptable use obligations; or (c) continued provision would breach law, regulation or security obligations.
6.5 On termination of Services for any reason: (a) all unpaid Fees become immediately due; (b) ACTUALITY ONE may disable access to any hosted environment, platform or API; and (c) the Buyer must cease using the Services and associated licensed materials.
7. Delivery of Goods
7.1 Delivery costs (including packing and carriage) are for the Buyer unless agreed otherwise in writing.
7.2 The Buyer must provide accurate delivery details and ensure someone is available to receive the Goods. ACTUALITY ONE may charge for failed or re-routed deliveries.
7.3 Delivery dates are estimates only and time is not of the essence. ACTUALITY ONE is not liable for any loss arising from delays in Delivery.
7.4 ACTUALITY ONE may deliver Goods by instalments; each instalment is a separate Contract.
7.5 If the Buyer delays or fails to accept Delivery, ACTUALITY ONE may store the Goods at the Buyer’s risk and expense or sell them and account to the Buyer for any surplus (after costs) or recover any shortfall.
7.6 For export shipments, Delivery is FOB (air or sea port) unless agreed otherwise in writing. The Buyer is responsible for import regulations and duties.
7.7 Failure to pay any invoice when due entitles ACTUALITY ONE to suspend further Deliveries.
8. Goods acceptance & returns
8.1 The Buyer must inspect Goods on Delivery for damage, discrepancies and shortages.
8.2 The Buyer must notify ACTUALITY ONE in writing within 48 hours of Delivery of any short delivery, damaged Goods or non-shipment, and within 5 days of the invoice date of any invoice discrepancies.
8.3 DOA (dead on arrival) Goods are handled under the relevant manufacturer’s DOA process.
8.4 Faulty Goods must not be returned without prior written authorisation from ACTUALITY ONE. Handling charges may apply.
8.5 The Buyer is responsible for transport and insurance costs for returned Goods unless otherwise agreed.
8.6 Goods must be returned in original packaging with documentation and the relevant returns number. ACTUALITY ONE may charge a minimum 15% handling fee where requirements are not met.
8.7 ACTUALITY ONE is under no obligation to accept returns except as provided under warranty or as required by law.
9. Price
9.1 Prices are quoted subject to variation where ACTUALITY ONE incurs increased costs due to factors outside its control (including exchange rates, duties, supplier increases, changes to specifications or Buyer delays).
9.2 Unless stated otherwise, prices exclude VAT, delivery costs, duties and other applicable taxes, which are payable by the Buyer.
10. Payment
10.1 Unless otherwise agreed in writing, all invoices are payable in full within 30 days of the invoice date.
10.2 Interest on overdue sums accrues in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 until payment in full.
10.3 Overdue accounts may be subject to a 5% administration charge.
10.4 ACTUALITY ONE may apply a reasonable surcharge on business credit card transactions.
10.5 Payments must be made in full, without deduction or set-off.
10.6 Time for payment is of the essence of the Contract.
10.7 The Buyer shall indemnify ACTUALITY ONE against all costs and expenses (including legal and recovery costs) arising from the Buyer’s breach of these Conditions.
10.8 ACTUALITY ONE may alter or withdraw any credit terms at its discretion.
10.9 Upon termination of the trading relationship for any reason, all outstanding sums become immediately due and payable.
11. Title and risk
11.1 Risk in the Goods passes to the Buyer on Delivery.
11.2 Title to the Goods remains with ACTUALITY ONE until ACTUALITY ONE has received payment in full for all Goods and Services supplied to the Buyer.
12. Warranty for Goods
12.1 ACTUALITY ONE may, at its option, refund the price, repair or replace Goods that prove defective in materials or workmanship within the manufacturer’s warranty period.
12.2 All other warranties, whether express or implied, are excluded to the fullest extent permitted by law.
12.3 The Goods warranty does not apply where defects arise from accident, misuse, neglect, improper installation, unauthorised modification, or where sums due to ACTUALITY ONE remain unpaid.
12.4 ACTUALITY ONE’s warranty applies only to the extent ACTUALITY ONE is able to obtain a corresponding remedy from the manufacturer or supplier.
13. Intellectual property & licence
13.1 All intellectual property rights in or arising out of the Goods and Services (including software, models, methodologies, documentation, analytics, data outputs and platform content) are owned by ACTUALITY ONE or its licensors.
13.2 ACTUALITY ONE grants the Buyer a non-exclusive, non-transferable, non-sublicensable licence to use the Services and any deliverables solely for the Buyer’s internal business purposes and in accordance with these Conditions.
13.3 The Buyer shall not copy, modify, reverse engineer, decompile or disassemble any software, attempt to access underlying source code or algorithms, use the Services to build a competing product or service, or permit unauthorised third-party access.
13.4 All rights not expressly granted to the Buyer are reserved by ACTUALITY ONE and its licensors.
14. Warranty for Services
14.1 ACTUALITY ONE warrants that it will perform the Services with reasonable skill and care and in accordance with any material descriptions provided in writing.
14.2 ACTUALITY ONE does not warrant that the Services will be uninterrupted or error-free, or that any data, analytics, scores, projections or outputs will be accurate, complete or suitable for any particular purpose.
15. Confidentiality
15.1 Each party shall keep confidential all information of the other party which is marked as confidential or would reasonably be regarded as confidential, and shall not use such information except as necessary to perform the Contract.
15.2 Confidentiality obligations do not apply to information that is public, independently developed, lawfully obtained from a third party, or required to be disclosed by law or regulatory authority.
16. Data protection
16.1 Each party shall comply with applicable data protection laws, including the UK GDPR and Data Protection Act 2018.
16.2 Where ACTUALITY ONE processes personal data on behalf of the Buyer, the parties shall enter into a data processing agreement, which will form part of the Contract.
16.3 The Buyer warrants that it has all necessary rights and consents to provide any personal data to ACTUALITY ONE for the purposes of the Services.
17. Acceptable use
17.1 The Buyer shall not (and shall ensure its users do not):
- use the Services for any unlawful, harmful, defamatory or fraudulent activity;
- bypass, disable or interfere with security or access controls;
- extract or scrape data except through authorised APIs or interfaces;
- introduce any virus, malware or other harmful code into the Services; or
- use the Services in a way that breaches applicable law or regulation.
17.2 ACTUALITY ONE may suspend or terminate access to the Services immediately in the event of a breach of this clause.
18. Limitation of liability
18.1 Nothing in these Conditions limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability which cannot lawfully be limited.
18.2 Subject to clause 18.1, ACTUALITY ONE’s total aggregate liability arising out of or in connection with any Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed: (a) for Goods, the total price paid or payable for the Goods giving rise to the claim; and (b) for Services, the total Fees paid or payable by the Buyer for the Services in the 12 months immediately preceding the event giving rise to the claim.
18.3 Subject to clause 18.1, ACTUALITY ONE shall not be liable for any loss of profits, revenue, anticipated savings, goodwill or business, loss or corruption of data, loss arising from third-party claims, or any indirect or consequential loss or damage.
18.4 The Buyer is responsible for assessing the suitability of the Goods and Services for its requirements and remains solely responsible for decisions taken based on analytics, data or outputs provided via the Services.
19. Performance data & specifications
19.1 Any performance figures quoted by ACTUALITY ONE are estimates only and based on assumed conditions.
19.2 ACTUALITY ONE may modify the design or specification of the Goods or Services to comply with applicable law or to improve performance, provided such changes do not materially and adversely affect performance.
20. Telecommunications Goods
20.1 Where Goods are used with telecommunications networks or equipment (including BT), the Buyer is responsible for ensuring such Goods are approved and used in compliance with relevant provider requirements.
20.2 The Buyer shall indemnify ACTUALITY ONE against all losses arising from any damage, loss or injury to telecoms providers or their equipment caused by the Buyer’s acts or omissions.
21. Force majeure
21.1 ACTUALITY ONE shall not be liable for any delay or failure in performing its obligations to the extent caused by events beyond its reasonable control, including acts of God, war, terrorism, strikes, lockouts, industrial disputes, natural disasters, power or utility failures, supplier failures or changes in law or regulation.
21.2 If such events continue for more than 60 days, either party may terminate the affected Contract on written notice.
22. Configuration services
22.1 Where ACTUALITY ONE provides configuration services for Goods, such services are warranted for 14 days from shipment to the Buyer.
22.2 The Buyer is responsible for specifying the required configuration and ensuring suitability for its intended purpose.
23. IT professional services & consultancy
23.1 ACTUALITY ONE may provide IT professional services, consultancy, implementation, integration, data work, or other technical services (together, “Professional Services”) as agreed in an order form or statement of work (“SOW”).
23.2 Professional Services will be described in an SOW setting out scope, deliverables, assumptions, responsibilities, timetable and Fees. In the event of a conflict between an SOW and these Conditions, the SOW shall prevail for the Professional Services only.
23.3 Unless expressly stated as fixed-price, Professional Services are provided on a time-and-materials basis at ACTUALITY ONE’s standard rates in force at the time of performance. Estimates are non-binding and for budgeting purposes only.
23.4 The Buyer shall provide timely access to systems, personnel, documentation and data reasonably required, and shall fulfil any responsibilities or dependencies identified in the SOW. Delays or failures by the Buyer may result in timeline changes and additional Fees.
23.5 Any change to the scope, assumptions or deliverables of Professional Services must be agreed in writing through a change request. ACTUALITY ONE may charge additional Fees for agreed changes.
23.6 Upon full payment of all Fees relating to Professional Services, the Buyer is granted a non-exclusive, non-transferable licence to use any deliverables solely for its internal business purposes. ACTUALITY ONE retains all intellectual property rights in methodologies, tools, templates, models, software and know-how used or developed.
23.7 Unless otherwise stated in an SOW, deliverables shall be deemed accepted on the earliest of: (a) the Buyer’s use of deliverables in a production or live environment; (b) 10 business days after delivery if no material defects are notified; or (c) the Buyer’s written confirmation of acceptance.
23.8 ACTUALITY ONE warrants that Professional Services will be performed with reasonable skill and care. Except as expressly stated, ACTUALITY ONE does not warrant that Professional Services or deliverables will be error-free or achieve any specific results.
23.9 If the Buyer cancels or reschedules Professional Services with less than 5 business days’ notice, ACTUALITY ONE may charge up to 100% of the Fees for the affected days plus any non-refundable expenses incurred.
24. Notices & general
24.1 Notices. Any notice given under or in connection with a Contract must be in writing and delivered by hand, sent by pre-paid first-class post, or sent by email to:
- Legal notices: legal@actuality.one
- Customer service: support@actuality.one
- Postal address: Actuality One Limited, Clyde Offices, 2nd Floor, 48 West George Street, Glasgow, G2 1BP, United Kingdom.
Notices by email are deemed received at the time of transmission unless a failure notice is received. Notices by post are deemed received two business days after posting.
24.2 The Buyer may not assign or transfer any rights or obligations under a Contract without ACTUALITY ONE’s prior written consent. ACTUALITY ONE may assign or transfer its rights and obligations to any third party or Associated Company.
24.3 No failure or delay by ACTUALITY ONE in exercising any right or remedy shall constitute a waiver of that or any other right or remedy.
24.4 If any provision of these Conditions is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
24.5 These Conditions may be updated by ACTUALITY ONE from time to time. The Buyer is responsible for reviewing the current version applicable at the time of entering into a new Contract.
24.6 No person other than the parties to the Contract shall have any right to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.
24.7 These Conditions and any Contract are governed by and construed in accordance with the laws of England and Wales. The courts of England shall have exclusive jurisdiction to settle any disputes arising out of or in connection with these Conditions or any Contract, although ACTUALITY ONE may bring proceedings in any other court of competent jurisdiction.