Sales Terms and Conditions

GENEARL SALES TERMS AND CONDITIONS

Our contract with you
Please find set out below the terms and conditions (Terms) upon which Tech-Wales Limited (we/us/our) supplies IT hardware and software and IT support. Please read these terms carefully. They will apply to any contract made between us to the exclusion of any other terms you may seek to impose or incorporate or which are implied by trade, law, custom, practice or course of dealing. Should you have any queries in relation to any matter set out in these Terms, please do not hesitate to contact us and we will seek to clarify the matter of concern.

About us
We are a limited company registered in England and Wales under company number 07959433 and have our registered office at Unit 14 Seaway Parade Industrial Estate, Seaway Parade, Port Talbot SA12 7BR. Our VAT number is GB131474240.

You can contact us by telephoning us on 01639 326001 or by e-mailing us at enquiries@tech-wales.co.uk

If you wish to contact us in writing, or if any clause in these Terms requires you to give us notice in writing, you can send this to us by e-mail, by hand, or by pre-paid post to our trading address set out above. We will confirm receipt of this by contacting you in writing. If
we have to contact you or give you notice in writing, we will do so by e-mail, by hand, or by pre-paid post to the address you initially provide to us.

Your Requirements
We will discuss your initial requirement for services and/or IT hardware and software. We will then provide you with a written proposal or quotation (Quotation) setting out your requirements and specification for the services you require (Services), and/or a description of any IT hardware and/or software to be supplied (IT Equipment ), any installation works to be done, materials required, our price and such other information as we deem necessary.

We will discuss and agree the Quotation with you. Once it has been agreed we will require you to confirm your acceptance of the same by either signing a copy of the Quotation or providing your written confirmation.

Once the Quotation is approved we will provide you with an acknowledgement of order or we will commence the supply of the Services and/or IT Equipment at which point the contract shall be established between us on these Terms.

It is important that you consider the contents of the Quotation carefully as the Services and/or any IT Equipment will be supplied in accordance with the Quotation. You are responsible for notifying us if you think there is a mistake or require any changes to it. We
will confirm any changes in writing to avoid any confusion between us.

Once approved, you may only request amendments to the Quotation in accordance with these Terms.

Please note any quotation contained in the Quotation remains valid for up to 30 days only.

We may withdraw our Quotation at any time by giving you notice.

We reserve the right to amend without any liability to you any typographical, clerical or other error or omission in any quotation, invoice or other document issued by us.

Once an order has been accepted by us you may not cancel the same unless we give our written agreement and provided that you indemnify us against any costs, losses, damages, costs and expenses incurred by us as a result of the cancellation (including but not limited to cost of all labour and materials).

Our obligations
Our Services will be provided in all material respect in accordance with the Quotation using reasonable skill and care.

IT Equipment to be supplied will be of the quantity and the description set out in the Quotation.
We reserve the right to make any changes to the Services and/or the IT Equipment which are necessary to comply with any applicable laws or which do not materially affect the nature or quality of the Services or the IT Equipment. We will notify you of such changes.

We will use all reasonable endeavours to meet any performance dates set out in the Quotation but such dates are estimates only and time shall not be of the essence in respect of carrying out the Services and/or supplying the IT Equipment. In providing the Services and/or supplying the IT Equipment, we will use reasonable endeavours to minimise any disruption to your business. However due to the nature of the Services and/or the supply of the IT Equipment some disruption will be inevitable. We will not be liable to you for any disruption or interference caused to you as a consequence of performing our obligations under this contract.

In providing the Services and/or supplying the IT Equipment, additional services may be required whether due to a pre-existing condition or otherwise. If additional services are required we will use all reasonable endeavours to advise you of the additional services and any additional costs (including an increase in our Charges) and the impact upon any agreed timescales. Save where such additional services are required as a matter of urgency we will not undertake any additional services without your consent.

Your obligations
To enable us to perform our obligations under the contract you will:-
(a) cooperate with us in all matters relating to the provision of the Services and the supply of any IT Equipment;
(b) provide us with clear, timely and accurate instructions;
(c) comply with our reasonable instructions;
(d) provide us with such information and documentation as we may reasonably require and ensure such information is accurate and complete in all material respects;
(e) promptly notify us of any inaccuracies in any information supplied by you and supply us with the correct information;
(f) provide us with such access to your premises, data and to such other facilities as we may reasonably require;
(g) undertake any preparatory works to any premises which are required to enable us to provide the Services or supply the IT Equipment;
(h) where you are supplying any hardware or software you will ensure the same is made available to us or installed in a timely manner to enable us to perform our obligations under the contract.
(i) unless we have agreed to obtain the same on your behalf, you will be responsible for obtaining all necessary approvals, licences, consents or permissions to enable us to perform our obligations and you will comply at all times with such approvals, licences,
consents or permissions;
(j) you will enter into and comply with any third party software licence agreement required to enable you to use third party software supplied to you under this contract. You will be responsible for the payment of all licence fees payable thereunder. Please note if you do not keep up payment of any licence fee and/or comply with the terms of any third party licence agreement your right to use such software may be terminated;
(k) unless we agree to do this for you, you will ensure prior to commencement of the Services or the supply of IT Equipment that your data is suitably backed up. In migrating data to the IT Equipment, there is a risk that the migration may not result in
the transfer of all data.
Please note that if our performance of the Services and/or the supply of the IT Equipment is delayed or prevented by an act or omission on your part (or that of your officers, employees, agents or contractors) or any failure to comply with your obligations (Default):-
(a) we may, without limiting our other rights and remedies, suspend performance of the Services until such time as the Default is remedied;
(b) we will not be liable for any costs, charges or losses you incur or sustain;
(c) you shall reimburse us on written request for any costs or losses we sustain or incur arising from your Default.

IT Equipment
Where IT Equipment is to be supplied, we will notify you when such products are available for delivery. Unless otherwise agreed delivery will take place at our trading address. We may deliver the IT Equipment by separate instalments. Each separate instalment will be invoiced and paid for in accordance with these Terms.

If you do not take delivery of the IT Equipment within 7 days of us notifying you that the IT Equipment is ready for delivery:-
(a) delivery will be deemed to have taken place on the expiry of the 7 day period; and
(b) we shall place the IT Equipment into storage and we will charge you the costs and
expenses of doing so (including any insurance costs).

Risk in the IT Equipment passes to you on delivery.

Title to IT Equipment will not pass to you until you have made payment in full for the Services and any IT Equipment supplied. Until title passes, you will:-
(a) hold the IT Equipment on a fiduciary basis as our bailee;
(b) store the IT Equipment in a satisfactory condition and separately from your or any third party’s equipment so it remains identifiable as our property;
(c) not destroy, deface, or obscure any identifying mark or packaging on the IT Equipment; and
(c) keep the same insured with a reputable insurance company.

Your right to possession of the IT Equipment before ownership has passed to you will terminate immediately upon an event set out in the Termination provisions below arises in which case, without limiting any other right we have, we may require you to deliver up
possession of the IT Equipment and if you do not do so we may enter any of your premises for the purpose of recovering the IT Equipment. All costs incurred by us in recovering the IT Equipment shall be borne by you.

We will test and inspect the IT Equipment on delivery to ensure it complies with the requirements of the Contract.

Warranty
Where we are not the manufacturer of the IT Equipment, we will use reasonable endeavours to transfer to you the benefit of any warranty or guarantee given by the manufacturer to us.

Any IT Equipment will for the period of 30 days from delivery be of satisfactory quality and will comply in all material respects with the Quotation (Warranty). If you discover that the IT Equipment does not conform to the Warranty, you should give us notice within 7 days of discovering the defect. We shall have the right to examine the IT Equipment and at our option we may repair or replace the IT Equipment or offer you a refund of the Charges paid for the IT Equipment . This shall be the extent of our liability to you.

Please note that the Warranty will not apply if:-
(a) you make any further use of the IT Equipment after giving us notice of nonconformity;
(b) the defect arises because you failed to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the IT Equipment.
(c) you alter or repair the IT Equipment without our written consent.
We shall not be liable for any damage or defect to the IT Equipment caused by improper use of the Equipment or use outside its normal application.

Our Charges
Our Charges for carrying out the Services and/or the supply of the IT Equipment are set out in the Quotation (Charges)
Our Charges are exclusive of VAT which will be added at the rate applicable at the time.
Our payment terms are set out in the Quotation. If no payment terms are stated in the Quotation or otherwise agreed in writing payment of our Charges must be made within 14 days of the date of our invoice. Any query in relation to our invoice must be raised within 14 days of the date of our invoice otherwise our invoice shall be deemed accepted by you.
Unless otherwise agreed in writing we shall be entitled to charge you for any expenses we reasonably incur in the provision of the Services and/or supply of the IT Equipment including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses.

If you do not make any payment due to us by the due date for payment we may (without affecting any of our other rights and remedies):-
(a) suspend the Services or the supply of the IT Equipment with immediate effect until you have paid us the outstanding amount; and/or
(b) charge interest to you on the overdue amount at the rate of 3% a year above the base rate of HSBC Bank Plc from time to time. This interest shall accrue on a daily basis from the due date until the actual payment of the overdue amount, whether before or after judgement. You must pay us interest together with any overdue amount.
On occasions we may engage the services of a debt collection agency to collect overdue amounts owed to us. You agree that we may pass your details to such agency for the purpose of collecting in the monies owed to us by you. Should it be necessary for us to
engage the services of a debt collection agency to collect monies owed by you to us, you will be liable to pay any costs we may incur with such agency.

Changes to supply
If you require a change to the Services and/or the IT Equipment , please provide us with details of the requested change in writing. We will use all reasonable endeavours to accommodate your change. Upon receipt of your request, we will advise you of any impact
of the proposed changes upon any agreed timescales, any necessary variations to our Charges and any other impact upon these Terms. No change will be implemented until such time as you and we have agreed the necessary changes and any additional Charges
payable.

Intellectual Property Rights
All patents, rights to invention, copyright, design rights or any other intellectual property rights (IPR) in or arising out of the carrying out of the Services and/or the supply of a IT Equipment by us shall belong to us or the third party owner.
Our IPR in and relating to the IT Equipment and/or the Services shall remain our exclusive property and you shall not at any time make any unauthorised use of such IPR nor authorise or permit any of your agents or contractors or any other person to do so.
Where you require us in carrying out the Services or supplying any IT Equipment to use any third party IPR, you will be responsible for obtaining any licence or consents required to enable us to use such IPR. You will reimburse us any damages, losses, costs or expenses if our use of such IPR in accordance with these Terms is deemed to breach the rights of any third party.

Our liability to You
The following provisions set out our entire financial liability to you (including without limitation any liability for the acts or omissions of our employees, agents and sub-contractors in respect of:-
(a) any breach of contract howsoever arising; and
(b) any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising out of or in connection with this contract.
All warranties, conditions and other terms implied by statute or common law are excluded from the contract to the fullest extent permitted by law.
We do not exclude or limit in any way our liability for:
(a) death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 and by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); and
(d) in any other circumstances where it would be deemed unlawful for us to limit or exclude our liability in any way.

We shall under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the contract.
Our total liability to you in respect of all losses arising under or in connection with this contract whether in contract, tort (including negligence), breach of statutory duty or otherwise shall not exceed the Charges.

Termination
Without limiting its other rights or remedies, each party may terminate this contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of this contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing of the breach;
(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
(c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the
sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one
or more other companies or the solvent reconstruction of that other party;
(e) the other party (being an individual) is the subject of a bankruptcy petition or order;
(f) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is
not discharged within 14 days;
(g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
(h) a floating charge holder over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(j) any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in paragraphs (a) to (i) (inclusive);
(k) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.
Without limiting our other rights or remedies, we may terminate this contract with immediate effect by giving written notice to you if you fail to pay any amount due under this contract on the due date for payment.

Effect of Termination
Termination of this contract shall be without prejudice to any rights or liabilities which have accrued at the date of termination.
On termination of this contract you will immediately pay all outstanding unpaid invoices and interest and in respect of Services carried out and IT Equipment supplied, but for which no invoice has been raised (including but not limited to materials ordered for incorporation into the Services) we shall submit an invoice for all charges then due which you will pay immediately upon receipt.

Events outside our control
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by an Event Outside Our Control.
An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation planning restriction, legislative changes, strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, adverse weather conditions, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications network services.

If an Event Outside Our Control takes place that affects the performance of our obligations under these Terms:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under these Terms will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will restart the Services and/or the supply of the IT Equipment as soon as reasonably possible after the Event Outside Our Control is over.
(c) If an Event Outside Our Control prevents us from commencing or restarting the Services or the supply of the IT Equipment within 3 months of the date of suspension, we reserve the right to review the Charges and to revise the same to take account of any increased costs in respect of the Services or the IT Equipment.
We will advise you of any increased costs. Should you not agree to the increased costs, you may cancel the contract.

Confidentiality
A party (receiving party) shall keep in strict confidence all technical or commercial knowhow, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its
employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain.

The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the contract, and shall ensure that such employees,
agents and subcontractors comply with the obligations set out in this clause as though they were a party to the contract. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This term shall survive termination of the contract.

Other important terms
We may transfer or subcontract our rights and obligations under these Terms to another person or organisation, but this will not affect your rights or our obligations under these Terms.
Save as permitted under these Terms, no variation to these terms shall be valid unless agreed in writing by us.
You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
This agreement is between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties Act) 1999 or otherwise.

Each of the paragraphs of these Terms operates separately.

If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

This agreement is governed by English and Welsh law. you and we both agree that the courts of England and Wales will have non-exclusive jurisdiction.

 

PAY AS YOU GO TERMS & CONDITIONS

In addition to Tech-Wales Ltd Standard Terms and conditions available on request.

Service Level Agreement applies: Pay-As-You-Go Support Vouchers
1. Support can be redeemed during working hours Monday to Friday 9am-5.30pm excluding Bank Holidays, by contacting the helpdesk by phone on 01639 326001 or email helpdesk@techwales.co.uk Outside of working hours we will use our best endeavours to resolve system-down issues. For all other issues an engineer will contact you the next working day.
2. Support vouchers can be used for obtaining remote IT Support services or on-site visits.
3. Vouchers are valid for 12-months from the date of issue. If hours are remaining at the end of this period then we may, at our discretion, roll these onto a future period.
4. As calls are resolved by the helpdesk we will issue a zero-value invoice showing the number of hours used and the remaining balance.
5. If an IT issue cannot be resolved on the telephone or via a remote connection, a mutually convenient appointment will be arranged for either collection of the affected hardware or a site visit by an engineer, where appropriate.
6. Engineer Site visits are currently only available in SA or CF Postcodes (subject to approval this can be extended)
7. Advice is offered, as far as possible, to be impartial of any brand loyalties.
8. Where possible Tech-Wales Ltd. will try to help customers decide, the best way of handling there incident, via Telephone, Remote Access or On-site support.
9. Site visits will be arranged at a mutually convenient time. Subject to client’s prior approval, remote access may be used to provide a more efficient service instead of site visits.
10. Please ensure you ALWAYS have a copy of important files The customer should always make Digital Copies or Paper Backups of Critical Data before any work is carried out or advice is acted upon. We can advise on a suitable backup strategy for your organisation if this is not in place.
11. Refunds will not be given where an incident is of an intermittent nature and all steps for isolating the problem have been followed or when a client has not followed instruction in the advice session, and the problem reoccurs.
12. Tech-Wales Ltd. will not be liable for any data or financial loss to customer data or equipment, especially if the customer doesn’t follow our instructions correctly or doesn’t have adequate skills or knowledge to perform the tasks we advise.

Vouchers may not to exchanged for cash or other services not mentioned above.

Payment of our invoice confirms acceptance of these terms listed above. This does not affect your statutory rights.

TELECOMS SERVICES

Terms and Conditions for the Supply of Goods and Services

DEFINITIONS AND INTERPRETATION

    • In these Terms and Conditions (“Terms”), the following words shall have the following meanings:
Acceptable Use Policy means a policy which governs the Customer and its employees’ use the Services/Goods, as set out on the Website from time to time, including but not limited to internet and data usage limits.
Business Day means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Call Charges means the rates of charges for all land line and mobile calls as issued in writing by the Supplier or as set out in the Tariff applied to Contracts in which the Services include line rental and mobile services.
Commencement Date has the meaning set out in clause 2.2.
Conditions means the restrictions and obligations as set out in this document.
Contract means the contract between the Supplier and the Customer for the supply of Goods and/or Services in accordance with these Conditions.
Customer means the person or firm who purchases the Goods and/or Services from the Supplier.
Data Charges means the charges applied to Customers who exceed the data usage allowance. The data allowance and charge per unit of data overused are set out in the Service Specification.
Data Protection Legislation means up to but excluding 25 May 2018, the Data Protection Act 1998 and thereafter (i) unless and until the General Data Protection Regulation ((EU) 2016/679) (GDPR) is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.
Data Subject means up to but excluding 25 May 2018, has the meaning set out in section 1(1) of the Data Protection Act 1998 and thereafter has the meaning set out in Article 4(1) of the GDPR.
Deliverables means the deliverables set out in the Order Form.
Delivery Location has the meaning set out in clause 4.1.
Force Majeure Event has the meaning given to it in clause 14.1.
Goods means the goods (or any part of them) set out in the Order Form.
Line Rental means telephone line rental fees in connection with Services.
Minimum Term means a Contract term of 36 months unless otherwise stated on the Order Form.
Network Provider means a telecommunications service provider that provides wireless voice and data communication for mobile telephone users.
Order Form means the Customer’s order for the supply of Goods and/or Services, as set out in the Customer’s purchase order form, including but not limited to network service agreements, minimum term hire agreement, mobile agreements and phone system agreements.
Renewal Term means the Customer’s order for the supply of Goods and/or Services, as set out in the Customer’s purchase order form, including but not limited to network service agreements, minimum term hire agreement, mobile agreements and phone system agreements.
Services means the mobile or fixed line telephone and internet communication services, and internet hosting services, or car tracking services including any Deliverables, supplied by the Supplier to the Customer as set out in the Service Specification below.
Service Specification means the description or specification for the Services provided in writing by the Supplier to the Customer or set out on the Website.
Supplier means Tech-Wales Limited registered in England and Wales with company number 7959433.
Tariff means the list of prices for different Call Charges and Line Rental set out on the Website from time to time.
Website means the Supplier’s website, www.tech-wales.co.uk as amended from time to time.

Construction

In these Conditions, the following rules apply:

  • a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
  • a reference to a party includes its personal representatives, successors or permitted assigns;
  • a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
  • any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
  • a reference to writing or written includes faxes and e-mails.

 

BASIS OF CONTRACT

    • The Order Form constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.
    • The Order Form shall only be deemed to be accepted when the Supplier issues written acceptance of the Order Form at which point and on which date the Contract shall come into existence (Commencement Date).
    • The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
    • Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Goods or illustrations or descriptions of the Services contained in the Supplier’s catalogues, brochures, or Website, are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.
    • These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
    • Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 30 days from its date of issue.
    • All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.
    • In the event that there is any conflict between the terms of these conditions and the terms contained in any hire agreement (if the Equipment is being hired by the Customer) the conflicting terms of the hire agreement shall prevail.

 

GOODS

    • The Goods are described on the Website.
    • The Supplier reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.

 

DELIVERY OF GOODS

    • The Supplier shall deliver the Goods to the location set out in the Order Form or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.
    • Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location.
    • Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
    • If the Supplier fails to deliver the Goods, its liability shall be limited to a full refund of the price paid by the customer for the undelivered Goods plus any delivery costs paid by the customer. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event the Customer’s failure to provide the Supplier with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.
    • If the Customer fails to accept or take delivery of the Goods within 5 Business Days of the Supplier notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by the Supplier’s failure to comply with its obligations under the Contract in respect of the Goods:
      • delivery of the Goods shall be deemed to have been completed at 9.00 am on the 5th Business Day following the day on which the Supplier notified the Customer that the Goods were ready;
      • and the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
    • If 5 Business Days after the Supplier notified the Customer that the Goods were ready for delivery the Customer has not accepted delivery of them, the Supplier reserves its rights to apply a cancellation charge at 50% of the price of the Goods.
    • The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

 

QUALITY OF GOODS

    • Unless agreed otherwise in writing between the parties by entering into a separate agreement providing extended warranty, labour cover and service levels (Maintenance Agreement), the Supplier warrants that on delivery, and for a period of 12 months from the date of delivery (warranty period), the Goods shall:
      • be free from material defects in design, material and workmanship; and
      • be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
    • Subject to clause 5.5, if:
      • the Customer, at its earliest convenience and no later than one week from the date of discovery of any fault, gives notice in writing during the warranty period that some or all of the Goods do not comply with the warranty set out in clause 5.1;
      • the Customer does not use, tamper with, alter, or attempt to undertake its own repairs to the Goods;
      • the Supplier is given a reasonable opportunity of examining such Goods; and
      • the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Customer’s cost, the Supplier shall, at its option, liaise with the manufacturer on the Customer’s behalf, and arrange for the manufacturer to inspect the Goods, or repair or replace the defective Goods.
    • The Supplier may be required at the Customer’s expense, to attend the Customer’s premises to provide Services or disconnect and remove the Goods, before examining the Goods pursuant of clause 5.2 and the Supplier reserves its rights to charge the Customer its standard hourly rates as set out on the Website.
    • The Supplier accepts no responsibility for the manufacturer’s assessment of the Goods and in circumstances where the manufacturer concludes that the Goods do not come within the scope of the warranty, the manufacturer’s decision is final.
    • The Supplier shall not be liable for the Goods’ failure to comply with the warranty in clause 5.1 if:
      • the Customer makes any further use of such Goods after giving a notice in accordance with clause 5.2;
      • the defect arises because the Customer failed to follow the Supplier’s or manufacturer’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
      • the Customer alters or repairs such Goods without the written consent of the Supplier; or
      • the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions.
    • Where an engineer attends the Customer’s premises in response to the Customer’s notice pursuant to clause 5.1, and identifies that the Goods are in good working order and/or that the fault lies with the Customer’s equipment, the Supplier shall apply a charge in accordance with the rates set out on the Website.
    • Where the use of the Goods is essential for the Customer’s day to day activities, the Supplier may replace faulty Goods before conducting an in depth examination. If upon subsequent examination the Supplier concludes that, in accordance with clause 5.5, the Supplier is not liable for the Goods failure to comply with the warranty, the Customer will be charged for the replacement of Goods, and time and costs incurred for labour and investigation.
    • Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.
    • The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier under clause 5.2.
    • For the avoidance of doubt, where the warranty period as set out in clause 5.1 expires, the Customer shall at its own option, either extend the term of the Maintenance Agreement, or replace the Goods at its own expense as necessary.

 

TITLE AND RISK

    • The risk in the Goods shall pass to the Customer on completion of delivery. For the avoidance of doubt, where Goods are delivered in instalments, risk in the Goods in each instalment shall pass upon completion of each instalment delivery.
    • Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.
    • Where Goods are being hired by the Customer, title in the Goods shall remain with the Supplier and the Customer must maintain appropriate insurance policies in respect of these Goods.
    • Until title to the Goods has passed to the Customer, the Customer shall:
      • store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;
      • not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
      • maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Supplier’s behalf from the date of delivery;
      • notify the Supplier immediately if it becomes subject to any of the events listed in clause 12.4.2 to clause 12.4.11; and
      • give the Supplier such information relating to the Goods as the Supplier may require from time to time.
    • If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 12.4.2 to clause 12.4.11, then, without limiting any other right or remedy the Supplier may have:
      • the Customer’s right to use Goods in the ordinary course of its business ceases immediately; and
      • the Supplier may at any time:
        • require the Customer to deliver up all Goods in its possession; and
        • if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

 

SUPPLY OF SERVICES

    • The Supplier shall provide the Services to the Customer in accordance with the Service Specification in all material respects.
    • The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in the Supplier’s written acceptance of an Order Form, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
    • Where broadband is provided as part of the Services, the bandwidth speeds set out in the Service Specification are anticipated speeds and the Supplier shall not be liable for any failure of the Services to perform at such speeds.
    • The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or regulatory requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
    • The supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
  • CUSTOMER OBLIGATIONS
    • The Customer shall:
      • ensure that the terms of the Order Form are complete and accurate;
      • co-operate with the Supplier in all matters relating to the Services;
      • be liable for any disconnection costs levied by a previous supplier. For the avoidance of doubt, the Supplier shall not be liable for any termination, disconnection or transfer fees, unpaid fees, or any costs whatsoever that have been levied on the Customer by third party;
      • provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier to provide the Services;
      • provide the Supplier with such information and materials as the Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;
      • prepare the Customer’s premises for the supply of the Services;
      • abide by the terms of any Acceptable Use Policies relating to specific Services, which are published on the Website from time to time;
      • obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; and
      • keep and maintain all materials, equipment, tools, cabling, documents and other property of the Supplier (Supplier Materials) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation.
    • If the Supplier’s performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
      • the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations; or
      • the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 8.2; and
      • the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
    • Where the Customer is hiring the Goods from the Supplier, the Customer must enter into a Maintenance Agreement with the Supplier throughout the term of the Contract.
    • Where the Supplier is providing web hosting as part of the Services, the Customer shall not be permitted to use the Services to upload any content which may be considered illegal, libellous, immoral, blasphemous, morally offensive, politically extreme, obscene, or fraudulent in nature, or an infringement of the intellectual property rights or other rights of any third party.
    • Where the Customer relocates its office premises during the term of the Contract, it shall be responsible for all costs for transferring the Goods and the provision of Services to the new location.
    • When disposing of Goods purchased from the Supplier, the Customer shall do so in accordance with by the Waste Electrical and Electronic Equipment Directive, and any other relevant legislation in effect and as amended from time to time.

 

CHARGES AND PAYMENT

    • The price for Goods shall be the price set out in the Order Form or, if no price is quoted, the price set out in the Supplier’s published Tariff on the Website as at the date of delivery. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid by the Customer when it pays for the Goods.
    • The charges for Services shall be on a time and materials basis:
      • the charges shall be calculated in accordance with the Supplier’s standard hourly or daily fee rates, as set out on the Website and the Supplier’s written acknowledgment of the Order Form;
      • the Supplier’s standard daily fee rates for each individual person are calculated on the basis of a 9.00 am to 5.30 pm day worked on Business Days unless otherwise agreed in writing between the parties; and
      • the Supplier shall be entitled to charge an overtime rate for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 9.2.ii, and the overtime rate shall be agreed in writing between the parties;
      • additional Call Charges shall be calculated in accordance with Supplier’s Tariff as published on the Website and updated from time to time;
      • additional Data Charges may be applied where the Customer’s data usage exceeds the allowance specified on the Website or the Acceptable Use Policy; and
      • the Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials.
    • Where the Services purchased by the Customer take advantage of any promotion offered in writing by the Supplier, any such promotions will be subject to the limitations set out in the Acceptable Use Policy.
    • The Supplier reserves the right to:
      • increase its fees and charges from time to time. Any changes in charges shall be outlined on the Website. The Supplier will give the Customer written notice of any material increase to charges for the Services 30 days before the proposed date of the increase.
      • increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to the Supplier that is due to:
        • any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
        • any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the specification of the Goods; or
        • any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods.
      • If such increase is not acceptable to the Customer, it shall notify the Supplier in writing within 30 days of the date of the Supplier’s notice and the parties shall negotiate a resolution in good faith. If the parties fail to resolve the matter within 30 days of the date of the Customer’s notice of non-acceptance, the Customer shall have the right without limiting its other rights or remedies to terminate the Contract by giving 30 days written notice to the Supplier.
      • In respect of Goods, the Supplier shall invoice the Customer on or at any time after completion of delivery. In respect of Services, the Supplier shall invoice the Customer monthly in advance, and the Supplier shall invoice the Customer for all accrued Call Charges monthly in arrears.
      • The Customer shall pay each invoice submitted by the Supplier as set out in the Order Form:
        • either monthly in arrears by direct debit;
        • or unless agreed otherwise in writing between the parties, within 30 days of the date of the invoice; and
        • in full and in cleared funds to a bank account nominated in writing by the Supplier; and time for payment shall be of the essence of the Contract.
      • All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.
      • If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall be required to pay a late payment charge (as set out on the Website) per overdue invoice, and shall pay interest on the overdue amount at the rate of 8% per annum above Bank Of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
      • The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
      • In the event of suspension of the provision of Goods and Services by the Supplier in accordance with clause 12.6, the Customer shall be required to pay a suspension fee for each month the provision of Goods and Services is suspended (as set out on the Website).
      • The Supplier reserves its rights to charge the Customer the following fees as set out on the Website:
        • non-direct debit fee payable each month by Customers who do not establish direct debit payments; and
        • failed direct debit fee applied to each failed direct debit payment.
      • The Customer may incur charges from third parties in connection with the supply of the Services. The Customer shall be required to pay such charges in full and in accordance with the terms and conditions applied by that third party and as notified by the Supplier from time to time, and must not withhold any fees, payments or charges. Where the Customer disputes any amount or payment owed to a third party, the Supplier shall dispute charges on behalf of the Customer where sufficient information is provided to justify the dispute, however, third party decisions are final.

 

  • CONFIDENTIALITY
    • A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction.
    • This clause 10 shall survive termination of the Contract.

 

DATA PROTECTION

    • Definitions for the purposes of this clause 11:
      • Scope and Nature: Customer Client Data will be processed through the Supplier by virtue of the Services to be carried out, through the provision of Wi-Fi, data storage, calls, call recordings.
      • Duration of the processing: for the duration of the Contract and storage of the data for a further seven (7) years following termination of the Contract.
      • Agreed Purpose: necessary for the purpose of performing our obligations under the Contract.
      • Types of Personal Data: ‘Customer Data’ shall include identity data consisting of name, email, address, contact number. ‘Customer Client Data’ shall consist of all such data that the Customer process through the Supplier whilst receiving the Services.
      • Categories of data subjects: Customers and Customer clients.
    • Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 11 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
    • The parties acknowledge that for the purposes of the Data Protection Legislation, in relation to the Customer Client Data, the Customer is the data controller and the Supplier is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation) and the data shall be processed in accordance with these Conditions which sets out the scope, nature and purpose of processing by the Supplier, the duration of the processing and the types of personal data (as defined in the Data Protection Legislation, Personal Data) and categories of Data Subject.
    • The Customer consents to the Supplier appointing sub-processors of Gamma Telecom Ltd (line, broadband and mobile providers), Tech-Data (software licensing), Datto Inc. (backup and remote monitoring and management), Connectwise (support service providers), Microsoft (cloud hosting providers), ESET (virus protection), or such other services providers that may be appointed from time to time as is necessary for performance of this Contract, as third-party processors of Personal Data under this Contract and to such platform provider appointing wireless internet service providers who are part of the partner networks as additional sub-processors. The Supplier confirms that it has entered into with the third-party processors into a written agreement incorporating terms which are substantially similar to those set out in this clause 11. As between the Customer and the Supplier, the Supplier shall remain fully liable for all acts or omissions of the Supplier or any third-party processor appointed by it pursuant to this clause 11.
    • Either party may, at any time on not less than 30 days’ notice, revise this clause 11 by replacing it with any applicable controller to processor standard clauses or similar terms forming party of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).
    • The parties acknowledge that for the purposes of the Data Protection Legislation, in relation to the Customer Data, the Supplier shall be the Data Controller of the Customer Data provided to the Supplier in order to provide services under the Contract, and the Customer Data shall be processed in accordance with the Supplier Privacy’s Policy. For the avoidance of doubt the remainder of this clause 11 relates to the processing of Customer Client Data.
    • Without prejudice to the generality of clause 11.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Supplier for the duration and purposes of the Contract.
    • Without prejudice to the generality of clause 11.1, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under this agreement:
      • Process that Personal Data only on the written instructions of the Customer unless the Supplier is required by the laws of any member of the European Union or by the laws of the European Union applicable to the Supplier to process Personal Data (Applicable Laws). Where the Supplier is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Customer;
      • Ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
      • not transfer any Personal Data outside the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
        • the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;
        • the Data Subject has enforceable rights and effective legal remedies;
        • the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
        • the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
      • assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
      • notify the Customer without undue delay on becoming aware of a Personal Data breach;
      • at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the Personal Data; and
      • maintain complete and accurate records and information to demonstrate its compliance with this clause 11, and allow for audits by the Customer or the Customer’s designated auditor.

 

LIMITATION OF LIABILTY

    • Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
      • death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
      • fraud or fraudulent misrepresentation;
      • breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
      • breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);
      • defective products under the Consumer Protection Act 1987.
    • Subject to clause 12.1:
      • the Supplier shall not be liable to the Customer, whether in contract, tort (including negligence), for:
        • loss of profits;
        • loss of sales or business;
        • loss of agreements or contracts;
        • loss of anticipated savings;
        • loss of use or corruption of software, data or, information hosting services; network downtime;
        • loss arising from fraud committed by a third party;
        • loss of damage to goodwill; and
        • any indirect or consequential loss.
      • the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £50,000, or a sum equal to the charges paid by the Customer in the 6 month period prior to the claim arising, whichever is the lesser amount.
    • The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

 

TERM AND TERMINATION

    • The Contract shall commence on the Commencement Date and shall continue for the Minimum Term, and unless otherwise earlier terminated in accordance with this clause 13, shall automatically renew for subsequent periods equal to the Renewal Term.
    • Subject to clause 13.1, without limiting its other rights or remedies either party may terminate the Contract by giving the other party not less than 90 days written notice before the expiry of the Minimum Term, or 30 days for mobile telephone services. For the avoidance of doubt, if notice is received less than ninety (90) days before the last day of the Minimum Term, the contract will automatically renew for the Renewal Term and shall terminate at the end of the Renewal Term.
    • If the Customer enters into the Contract as an individual consumer, or is a business with less than 10 employees, the Customer shall be entitled to terminate the Contract at any time after the Minimum Term upon 90 days written notice to the Supplier.
    • Any termination or suspension of the Contract by the Customer before the expiry of the Minimum Term or the delivery of Goods, as applicable, will be subject to the following cancellation charges equal to:
      • 100% of the charges for Services multiplied by the number of remaining months of the Minimum Term; and
      • 100% of the average monthly Call Charges for the three month period prior to termination, multiplied by the number of remaining months of the Minimum Term; or
      • 50% of the value of the Goods ordered, and/or yet to be installed.
    • Notwithstanding clause 13.1, where a Customer terminates a Contract before the expiry of the Minimum Term, or where the Supplier terminates the Contract in accordance with clause 13.6, or suspends the Services in accordance with clause 13.8, if the Services provided under the Contract include mobile telephone services by a Network Provider, the Customer shall be liable for any cancellation charges or exit fees levied by the Network Provider.
    • Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
      • the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 30 days after receipt of notice in writing to do so;
      • the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
      • the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
      • a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;
      • a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days.
      • an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
      • the holder of a qualifying charge over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
      • a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
      • any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.6(i) to clause 13.6(viii) (inclusive);
      • the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; or
      • the other party’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
    • Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.
    • Without limiting its other rights or remedies, the Supplier may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under this Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 13.6.2 to clause 13.6.11, or the Supplier reasonably believes that the Customer is about to become subject to any of them.
    • On termination of the Contract for any reason:
      • the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
      • the Customer shall return all of the Supplier Materials, Goods and any Deliverables which have not been fully paid for. If the Customer fails to do so within 30 days of termination, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
      • the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
      • clauses which expressly or by implication have effect after termination shall continue in full force and effect.

 

FORCE MAJEURE

    • For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, pandemic or default of suppliers or subcontractors.
    • The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
    • If the Force Majeure Event prevents the Supplier from providing any of the Services and/or Goods for more than four weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.

 

GENERAL

    • Assignment and other dealings.
      • The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.
      • The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
    • Notices
      • Any notice or other communication given to a party under or in connection with this Contract shall be made verbally, or in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally or sent by prepaid first-class post or other next working day delivery service, or by commercial courier, fax or e-mail.
      • A notice or other communication shall be deemed to have been received whether made verbally or writing, upon acknowledgement by the Supplier.
      • The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

 

  • SEVERANCE
    • If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
    • If one party gives notice to the other of the possibility that any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
    • A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
    • No Partnership or Agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
    • Third party rights. A person who is not a party to the Contract shall not have any rights to enforce its terms.
    • Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing by the parties.
    • Governing law. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
    • Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).