Document reference: RIT-TOB-001 Version: 1.0, 12 June 2026 Published at: rubicon-it.co.uk/terms Applies to: All quotations, orders and supplies of goods and professional services by Rubicon IT Limited
These terms apply to business customers only. By placing an order with Rubicon IT, you confirm you are acting in the course of business and not as a consumer.
1. APPLICATION AND PRECEDENCE
1.1 These Terms of Business apply to the sale of goods (hardware, equipment and boxed software) and the supply of professional services (project work, consultancy and ad hoc engineering) by Rubicon IT Limited ("Rubicon IT") to the Client.
1.2 These terms apply to every quotation, proposal, order and supply unless and to the extent that a signed agreement between the parties covers the same subject matter. Where the parties have signed RIT-MSA-001, RIT-ADD-001, RIT-FLEX-001 or another written agreement, that agreement prevails over these terms in relation to the goods or services it covers.
1.3 These terms apply to the exclusion of any terms the Client seeks to impose or incorporate, including any terms in a purchase order, and of any terms implied by trade, custom or course of dealing.
1.4 An order is accepted, and a contract formed on these terms, when Rubicon IT confirms the order in writing. The version of these terms current at the date of order confirmation applies to that order.
2. QUOTATIONS AND PRICING
2.1 Quotations are valid for 14 days from the date of issue unless stated otherwise. All prices are quoted exclusive of VAT, which is charged at the rate applicable at the time of invoice.
2.2 Hardware pricing and availability are set by vendors and distributors and can change without notice. Quoted hardware prices are subject to confirmation at the point of order. Where a vendor price changes between quotation and order, Rubicon IT will notify the Client and confirm the revised price before proceeding.
2.3 Delivery charges, where applicable, are stated on the quotation or confirmed at the point of order.
3. ACCOUNTS AND PAYMENT
3.1 Clients with an approved credit account are invoiced on or after delivery of goods or completion of services. Invoices are payable within 30 days of the invoice date.
3.2 Clients without an approved credit account pay in advance. Rubicon IT will issue a pro-forma invoice and will place the order or begin work on receipt of cleared funds.
3.3 Rubicon IT may grant, review, reduce or withdraw credit accounts at its discretion. A credit account application may be required. By applying for a credit account, the Client consents to Rubicon IT obtaining reports from credit reference agencies and contacting any trade or bank referees whose details the Client supplies.
3.4 Rubicon IT may charge interest on overdue amounts at 5% per annum above the Bank of England base rate from the due date until actual payment. The parties agree that this contractual rate is a substantial remedy for late payment and applies in place of the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998.
3.5 If any invoice is overdue, Rubicon IT may suspend further supplies of goods and services and withhold deliveries until all outstanding amounts are paid in full.
4. ORDERING, CANCELLATION AND SPECIAL ORDERS
4.1 Orders may be cancelled only with Rubicon IT's written agreement. Where Rubicon IT has already incurred costs with a vendor or distributor, those costs are payable by the Client on cancellation.
4.2 Special orders (goods ordered to the Client's specification, configured to order, or not held as standard stock by the distributor) are non-cancellable and non-returnable once the order has been placed with the vendor. Rubicon IT will identify special order items on the quotation where practicable.
5. DELIVERY AND RISK
5.1 Delivery dates are estimates given in good faith. Time of delivery is not of the essence. Rubicon IT is not liable for any loss arising from a delay in delivery caused by a vendor, distributor or carrier.
5.2 Risk in goods passes to the Client on delivery to the Client's premises or, where the Client collects, on collection.
5.3 The Client must inspect goods on delivery and notify Rubicon IT of any damage, defect or shortage within 2 Business Days. Subject to clause 6, goods are deemed accepted if no such notice is received.
5.4 Rubicon IT may deliver goods by instalments. Each instalment is treated as a separate contract, and a delay or defect in one instalment does not entitle the Client to cancel any other instalment.
5.5 If the Client fails to take delivery of goods or gives inadequate delivery instructions, Rubicon IT may store the goods at the Client's cost (including reasonable administration charges) or, after giving the Client 14 days written notice, sell the goods at the best price readily obtainable and account to the Client for any excess over the price due, after deducting storage and selling costs.
6. FAULTY GOODS AND WARRANTY
6.1 Goods are supplied with the benefit of the manufacturer's warranty. The warranty period and terms are those published by the manufacturer for the product concerned.
6.2 Goods that are dead on arrival or fail within the manufacturer's DOA window will be replaced or repaired in accordance with the manufacturer's DOA process. Rubicon IT will manage the DOA claim with the vendor on the Client's behalf.
6.3 For faults arising after the DOA window, Rubicon IT will provide reasonable assistance in making a claim under the manufacturer's warranty. The remedy available is that provided by the manufacturer. Rubicon IT gives no warranty of its own in respect of goods beyond that required by law.
6.4 Returns of non-faulty goods are at Rubicon IT's discretion, subject to the goods being unopened and in resaleable condition, and may incur a restocking fee where the distributor applies one. Special order items cannot be returned under any circumstances.
6.5 Software, licences and subscription activations are non-refundable once issued or activated. Software is licensed under the relevant vendor's end-user terms, not sold.
7. RETENTION OF TITLE
7.1 Title in goods does not pass to the Client until Rubicon IT has received in full, in cleared funds, all sums due in respect of the goods and all other sums due from the Client to Rubicon IT on any account.
7.2 Until title passes, the Client holds the goods as Rubicon IT's bailee, must store them so they are identifiable as Rubicon IT's property, must not remove or obscure any identifying marks, and must keep them insured for their full price.
7.3 If the Client fails to pay by the due date, or becomes insolvent or enters any insolvency process, Rubicon IT may require the Client to deliver up all goods in which title has not passed and, if the Client fails to do so promptly, may enter the Client's premises during business hours to recover them.
7.4 The Client may use goods in the ordinary course of its business before title passes, but clause 7.3 rights survive any such use.
8. PROFESSIONAL SERVICES
8.1 Professional services are supplied either at a fixed price set out in a written quotation or on a time and materials basis at Rubicon IT's published rate card (see RIT-SVC-001 or as quoted).
8.2 Fixed price quotations are based on the scope described in the quotation. Work outside that scope, or additional work arising from inaccurate or incomplete information provided by the Client, will be quoted as a variation before it is carried out.
8.3 The Client must provide timely access to premises, systems, information and personnel as reasonably required. Where Rubicon IT is delayed by the Client's failure to do so, reasonable additional costs may be charged and timescales adjusted.
8.4 Intellectual property in any materials, documentation, scripts or tools created by Rubicon IT in delivering professional services remains the property of Rubicon IT unless agreed otherwise in writing. The Client is granted a non-exclusive licence to use deliverables for its internal business purposes.
8.5 No service level agreement or guaranteed response time applies to professional services supplied under these terms. Where guaranteed response times are required, ask about Rubicon IT's Business-PRO managed service plans.
9. LIABILITY
9.1 Rubicon IT's total aggregate liability under or in connection with any order, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is capped at the price paid by the Client for the goods or services giving rise to the claim.
9.2 Rubicon IT is not liable for: (a) loss of profits, revenue, business, contracts or anticipated savings; (b) loss of or damage to data; (c) loss of goodwill or reputation; or (d) indirect or consequential loss of any kind.
9.3 Nothing in these terms limits or excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or (d) any other liability that cannot be excluded or limited by applicable law.
9.4 The Client shall indemnify Rubicon IT against any third party claims, losses and costs arising from the Client's breach of these terms or its misuse of goods or services supplied.
10. DATA PROTECTION
10.1 Where the delivery of goods or professional services involves Rubicon IT processing personal data on the Client's behalf (for example, data migration or device setup involving user data), the parties will complete RIT-DPA-001 Data Processing Agreement before that processing begins. For supplies not involving the processing of personal data on the Client's behalf, each party complies with applicable data protection law in respect of its own processing.
11. GENERAL
11.1 Neither party is liable for delay or failure caused by circumstances beyond its reasonable control.
11.2 Rubicon IT may assign or subcontract its obligations under these terms on notice to the Client, remaining responsible for any subcontractor's performance. The Client may not assign its rights or obligations without Rubicon IT's written consent.
11.3 Rubicon IT may update these Terms of Business from time to time. The version published at rubicon-it.co.uk/terms at the date an order is confirmed applies to that order.
11.4 If any provision of these terms is found unenforceable, the remaining provisions continue in full force.
11.5 The Contracts (Rights of Third Parties) Act 1999 does not apply. No third party may enforce any of these terms.
11.6 These terms are governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
Reference for Proposals, Quotations and Orders
Reference line for proposals, quotations and order acknowledgements: "All goods and services are supplied subject to the Rubicon IT Terms of Business, available at rubicon-it.co.uk/terms, unless covered by a signed agreement between us."
These terms do not require a signature. They are incorporated by reference on each quotation and order. Where a client requests a countersigned copy, Rubicon IT will provide one on request.