1. Introduction

1.1 These Terms and Conditions ("Terms") govern all supply of products and services by RuBi Group Ltd ("RuBi Group", "we", "our") to the customer ("you", "your").

1.2 By placing an order or using our services, you agree to be bound by these Terms.

1.3 Any alternative terms proposed by you are excluded unless expressly agreed in writing by RuBi Group.

1.4 All contracts require written confirmation by RuBi Group.

2. Prices and Quotations

2.1 Prices are set out in our Order Confirmation.

2.2 Prices are exclusive of VAT and other applicable taxes.

2.3 Freight, insurance, and handling are charged separately.

2.4 RuBi Group reserves the right to adjust prices if costs increase due to specification changes, supplier charges, or exchange rate fluctuations.

3. Contract of Sale

3.1 Information on our website or promotional material is an invitation to treat, not a binding offer.

3.2 A contract is concluded only upon written Order Confirmation.

3.3 Scope of Products and Services is defined in the Order Confirmation.

3.4 RuBi Group may update or improve Products without detriment to agreed performance.

4. Payment

4.1 Unless credit terms are agreed, payment must be made in advance.

4.2 Where credit is granted, payment is due within 30 days of delivery.

4.3 Late payments may incur interest at 3% above our bank's base rate, plus recovery costs.

4.4 RuBi Group may suspend delivery or services until overdue accounts are settled.

5. Delivery and Acceptance

5.1 Delivery dates are indicative only; time is not of the essence.

5.2 Risk passes to you upon delivery. Title remains with RuBi Group until full payment is received.

5.3 Acceptance is deemed five (5) days after delivery unless written rejection is received.

6. Returns and Cancellation

6.1 Vendor Terms Apply: As RuBi Group acts as a reseller, all returns, cancellations, and refunds are subject to the respective vendor's or manufacturer's terms and conditions.

6.2 Non-Cancellable Orders: Where a vendor specifies that an order is non-cancellable or non-returnable, RuBi Group must follow that policy. Customers remain liable for any associated costs.

6.3 Defective Goods: Defective or faulty goods will be handled in accordance with the vendor's warranty and returns process. RuBi Group will facilitate communication but is not responsible for vendor decisions.

6.4 Customer Responsibility: Customers must comply with vendor return procedures, including packaging, RMA (Return Merchandise Authorization) requirements, and deadlines.

7. Warranty and Liability

7.1 Vendor Warranties: Products supplied by RuBi Group are covered exclusively by the warranties provided by the respective vendor or manufacturer. RuBi Group does not provide additional warranties.

7.2 Services Warranty: RuBi Group warrants that its own services (e.g., consultancy, installation) will be performed with reasonable skill and care.

7.3 Limitation of Liability: RuBi Group's liability is limited to the extent permitted by law and shall not exceed the value of the contract.

7.4 Exclusions: RuBi Group is not liable for indirect or consequential losses, including loss of profit, data, or business interruption.

7.5 Vendor Responsibility: Any liability relating to product defects, recalls, or performance rests with the vendor/manufacturer under their published terms.

8. Compliance and Ethics

8.1 RuBi Group complies with the UK Bribery Act 2010, Modern Slavery Act 2015, and all applicable anti-corruption and export control laws.

8.2 You agree not to use Products or Services in violation of applicable laws, including sanctions and export restrictions.

9. Data Protection and Confidentiality

9.1 Both parties shall comply with the UK GDPR and Data Protection Act 2018.

9.2 RuBi Group will process personal data in accordance with its Privacy & Cookies Policy and any applicable Data Processing Agreement.

9.3 Both parties agree to maintain confidentiality of proprietary information.

10. Cloud and Third-Party Services

10.1 Use of cloud services is subject to vendor terms (e.g., Microsoft, Cisco, Palo Alto Networks).

10.2 RuBi Group accepts no liability for third-party service interruptions or outages.

11. Force Majeure

RuBi Group shall not be liable for delays or failures caused by events beyond its reasonable control, including natural disasters, strikes, cyberattacks, or supplier failures.

12. Intellectual Property

12.1 All intellectual property rights in software, documentation, and materials remain with RuBi Group or its licensors.

12.2 You are granted a non-exclusive licence to use supplied software subject to vendor terms.

13. Termination

13.1 RuBi Group may terminate contracts immediately if you fail to pay, breach these Terms, or become insolvent.

13.2 Upon termination, all outstanding sums become payable immediately.

14. Governing Law

These Terms are governed by the laws of England and Wales. Disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.