Terms of Sale
These Terms and Conditions of Sale govern the sale of goods and services by Seneca Enterprise Ltd to business customers. By placing an order you agree to be bound by them to the exclusion of all others. Version 1.0 · July 2026.
1. Definitions and Interpretation
1.1 In these Terms: "Seller" means Seneca Enterprise Ltd (company number 16047365), whose registered office is at 71–75 Shelton Street, Covent Garden, London WC2H 9JQ; "Customer" means the person or entity that buys Goods and/or Services from the Seller; "Goods" means the products the Seller supplies, including private 5G/LTE systems, radios, cores, licences, SIMs, signal boosters and connectivity; "Services" means any services the Seller supplies; "Order" means the Customer's order for Goods and/or Services; "Contract" means the contract between the Seller and the Customer incorporating these Terms; and "Made-to-Order Goods" means Goods that are procured, assembled, configured, licensed or built to the Customer's order or specification.
1.2 A reference to a statute or statutory provision includes any amendment or re-enactment of it. Clause headings are for convenience only and do not affect interpretation. Words in the singular include the plural and vice versa.
2. Application of these Terms
2.1 These Terms are the only terms that govern the Contract, to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2 No terms or conditions endorsed on, delivered with, or contained in the Customer's purchase order, order acknowledgement, specification or other document form part of the Contract, and the Customer waives any right it might otherwise have to rely on such terms.
2.3 In the event of any conflict, these Terms prevail over any other document. These Terms are intended for business customers, and the Customer confirms it is acting in the course of a business.
3. Orders and Order Acceptance
3.1 Any quotation given by the Seller is an invitation to treat, not an offer, and (unless withdrawn earlier) is valid for 30 days from its date.
3.2 Each Order placed by the Customer is an offer by the Customer to purchase Goods and/or Services on these Terms.
3.3 No Order is accepted, and no Contract is formed, until the earlier of (a) the Seller issuing a written acceptance or order confirmation, or (b) the Seller dispatching the Goods or commencing the Services. Until then, no contract exists between the parties.
3.4 The Seller may accept or decline any Order, in whole or in part, at its absolute discretion and without giving any reason. Where the Seller declines an Order after payment has been made, its sole liability is to refund the amount paid for the declined part of the Order, and it has no further liability to the Customer.
3.5 The Customer is responsible for ensuring that the terms of its Order and any specification it submits are complete and accurate.
4. Made-to-Order Goods; No Cancellation or Return
4.1 The Customer acknowledges that the Goods — in particular private 5G/LTE systems and their associated components, licences and connectivity — are Made-to-Order Goods, procured, configured, licensed or built specifically for the Customer's Order.
4.2 Once the Seller has accepted an Order, the Customer may not cancel, suspend, vary, reduce or return it, in whole or in part, and all sums payable are non-refundable, except in respect of Goods that are faulty under clause 10 or where the Seller otherwise agrees in writing.
4.3 The Customer has no right to cancel under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 or otherwise: these are business-to-business sales and, in any event, Made-to-Order Goods are made to the Customer's specification and so fall outside any such cancellation right.
4.4 If the Seller, in its discretion, agrees to a cancellation, the Customer shall pay as a debt all costs and liabilities the Seller has incurred or committed (including irrecoverable supplier, licensing, restocking and administrative costs) up to the date of cancellation, together with the Seller's reasonable loss of profit, subject to a minimum cancellation charge of 30% of the Order value.
5. Price
5.1 The price is that set out in the Seller's quotation or, if none, the price shown on the Seller's website or price list current at the date of the Order.
5.2 Prices are stated inclusive of UK VAT where indicated; otherwise they are exclusive of VAT, which the Customer shall additionally pay at the prevailing rate. Prices exclude delivery, installation, commissioning and third-party charges unless expressly stated.
5.3 The Seller may correct any manifest or typographical error in a price at any time before acceptance, and may withdraw or amend prices before an Order is accepted.
5.4 The Seller may increase the price, by notice before dispatch, to reflect any increase in supplier, currency, duty or other costs, or any change requested by the Customer. If the Customer does not accept the increase it may cancel the affected part of the Order, and the Seller will refund sums paid for that part.
6. Payment
6.1 Unless otherwise agreed in writing, the Customer shall pay the price in full, in cleared funds and in advance, at the time of the Order. The Seller is under no obligation to accept an Order, procure Goods or commence Services until payment has been received in full.
6.2 Time of payment is of the essence.
6.3 All amounts are payable without any set-off, counterclaim, deduction or withholding, save as required by law.
6.4 If any sum is not paid when due, the Seller may (without limiting its other rights): (a) charge interest on the overdue amount under the Late Payment of Commercial Debts (Interest) Act 1998; (b) suspend performance, dispatch and any Services; and (c) recover its costs of collection.
7. Delivery and Lead Times
7.1 Any dates or lead times quoted for delivery or performance — including any indicative "30-day" lead time — are estimates only and are not guaranteed. Time for delivery is not of the essence.
7.2 The Seller is not liable for any delay in delivery or performance, howsoever caused, and delay does not entitle the Customer to cancel or reject the Order or to claim damages.
7.3 The Seller may deliver by instalments, which may be invoiced separately. A delay in, or defect affecting, one instalment does not entitle the Customer to cancel any other instalment.
7.4 The Customer shall take delivery within 5 business days of the Seller notifying it that the Goods are ready. If it fails to do so, the Seller may store the Goods and charge the Customer for storage and insurance, and risk passes to the Customer.
7.5 The Customer shall inspect the Goods on delivery and notify the Seller in writing of any shortage, or any damage or defect apparent on reasonable inspection, within 7 days of delivery, failing which the Goods are deemed accepted.
8. Retention of Title and Risk
8.1 Risk in the Goods passes to the Customer on delivery (or on the Seller notifying the Customer that the Goods are ready for collection, if earlier).
8.2 Title to the Goods does not pass to the Customer until the Seller has received, in cleared funds, payment in full of all sums owed by the Customer to the Seller on any account.
8.3 Until title passes, the Customer shall hold the Goods as the Seller's bailee, store them separately and identifiably, keep them insured, and not encumber them. The Seller may at any time before title passes require the Customer to deliver up the Goods and, failing that, enter any premises to repossess them.
9. Suitability; No Reliance on the Seller
9.1 The Customer is responsible for satisfying itself that the Goods and Services are suitable for its purposes, site, network and regulatory environment. The Customer relies on its own skill and judgment and not on any statement, description or advice given by the Seller.
9.2 The Seller does not warrant or guarantee any particular level of coverage, throughput, capacity, latency, availability or performance, all of which depend on factors outside the Seller's control, including site conditions, spectrum, configuration, third-party networks and deployment.
10. Warranties
10.1 Goods are supplied with the benefit of, and only of, the applicable manufacturer's or licensor's warranty (if any), which is passed through to the Customer. The Seller itself gives no warranty in respect of the Goods.
10.2 To the fullest extent permitted by law, all terms, conditions, warranties and representations implied by statute, common law or otherwise — including as to satisfactory quality, fitness for purpose and conformity with description or sample — are excluded from the Contract.
10.3 Services are provided with reasonable care and skill. The Seller's sole obligation for defective Services is, at its option, to re-perform them or to refund the charges for them.
10.4 The Seller has no liability for any defect arising from fair wear and tear, misuse, incorrect installation or configuration by anyone other than the Seller, failure to follow instructions, alteration, or use outside the manufacturer's specification.
11. Regulatory Compliance, Spectrum and Lawful Use
11.1 The Customer is solely responsible for obtaining and maintaining all licences, permissions, spectrum authorisations and consents (including any Ofcom spectrum licence) required to install, operate and use the Goods, and for using the Goods lawfully and in accordance with all applicable laws, regulations and manufacturer instructions.
11.2 The Seller gives no advice or assurance as to the Customer's regulatory position and is not liable for any loss arising from the Customer's failure to obtain any licence or to comply with any law or regulation.
11.3 The Customer shall comply with all applicable export control and sanctions laws and shall not export, re-export or divert the Goods in breach of them.
12. Limitation of Liability
12.1 Nothing in these Terms excludes or limits the Seller's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title); or (d) any other liability that cannot lawfully be excluded or limited.
12.2 Subject to clause 12.1, the Seller is not liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profit; loss of revenue, business, contracts or anticipated savings; loss of or damage to goodwill or reputation; loss or corruption of data; loss arising from network or service interruption or from any failure to achieve any level of coverage or performance; or any indirect, special or consequential loss.
12.3 Subject to clause 12.1, the Seller's total aggregate liability arising under or in connection with the Contract (whether in contract, tort, breach of statutory duty or otherwise) is limited to the price paid by the Customer for the Goods and/or Services giving rise to the claim.
12.4 The Seller is not liable for any delay or failure to perform caused by the Customer or by any third party, including any manufacturer, licensor, network operator or supplier.
12.5 The Seller has no liability under the Contract unless the Customer notifies it of the claim in writing within six months of the date the Customer became, or ought reasonably to have become, aware of the circumstances giving rise to the claim.
12.6 This clause 12 survives termination. The Customer acknowledges that the price reflects the allocation of risk in these Terms and that the limitations in this clause are reasonable.
13. Indemnity
13.1 The Customer shall indemnify and keep the Seller indemnified against all liabilities, costs, expenses, damages and losses suffered or incurred by the Seller arising out of or in connection with: the Customer's use, installation, configuration or onward supply of the Goods; the Customer's breach of these Terms; and the Customer's breach of any law, regulation or licence condition (including spectrum and export controls).
14. Force Majeure
14.1 The Seller is not liable for any delay or failure to perform caused by any event or circumstance beyond its reasonable control, including act of God, war, terrorism, epidemic or pandemic, government action, import or export restriction, failure or delay of suppliers or sub-contractors, shortage of components or materials, failure of utilities or networks, and labour disputes. The Seller may suspend performance or, if the event continues for more than 60 days, terminate the affected Order, in each case without liability.
15. Intellectual Property
15.1 Nothing in the Contract transfers any intellectual property rights in the Goods or any software. Software is licensed, not sold, on the applicable manufacturer's or licensor's terms, with which the Customer must comply.
15.2 The Customer shall not copy, modify, reverse-engineer or create derivative works of any software except as permitted by law or the relevant licence.
16. Confidentiality
16.1 Each party shall keep confidential the other's confidential information and use it only to perform the Contract, save as required by law. This clause survives termination.
17. Data Protection
17.1 Each party shall comply with applicable data protection laws, including the UK GDPR and the Data Protection Act 2018, in connection with the Contract.
18. Termination and Suspension
18.1 The Seller may suspend performance and/or terminate the Contract with immediate effect by notice if the Customer: fails to pay any sum when due; commits a material breach that is not remedied within 14 days of notice; or becomes insolvent, enters any insolvency process, or ceases or threatens to cease trading.
18.2 On termination, all sums owing to the Seller become immediately due, and any clauses which by their nature survive (including clauses 4, 8, 10, 12, 13, 16 and 20) continue in force.
19. General
19.1 Entire agreement; no reliance. The Contract is the entire agreement between the parties and supersedes all prior arrangements. The Customer acknowledges that it has not relied on any statement, representation or warranty not set out in the Contract and has no claim for innocent or negligent misrepresentation based on any such statement. Nothing limits liability for fraud.
19.2 No waiver. No failure or delay in exercising any right is a waiver of it.
19.3 Severance. If any provision is or becomes invalid or unenforceable, it shall be modified to the minimum extent necessary or, if that is not possible, deleted, without affecting the remaining provisions.
19.4 Assignment. The Customer may not assign, transfer or sub-contract any of its rights or obligations without the Seller's prior written consent. The Seller may assign or sub-contract freely.
19.5 Third parties. A person who is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999.
19.6 Variation. No variation of these Terms is effective unless agreed in writing by the Seller.
19.7 Notices. Notices must be in writing and sent to the parties' registered or notified addresses.
20. Governing Law and Jurisdiction
20.1 The Contract, and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims), are governed by and construed in accordance with the law of England and Wales.
20.2 The courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim.
Consumer rights. Nothing in these Terms affects any statutory rights of the Customer that cannot lawfully be excluded or limited.