Terms of Business

Solutions: the Products and/or Services as defined in Sales Orders or Quotations from time to time.

Specification: any specification for the Solutions, including any relevant plans or drawings, that are agreed in writing by the Customer and the Supplier.

Intellectual Property Rights: all patents, rights to inventions, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Order: the Customer’s order for the supply of Solutions and/or Services, as set out in the Customer’s purchase order form, or the Customer’s written acceptance of the Supplier’s quotation.

Services: the services, including the Deliverables, supplied by the Supplier to the Customer as set out in Sales Orders or Quotations from time to time.

Solution Specification: the description or specification provided in writing by the Supplier to the Customer.

Business Day: a United Kingdom Bank working day (other than a Saturday, Sunday or a public holiday) generally between the hours of 09:00 and 17:00.

Commencement Date: has the meaning set out in clause 2.2.

Conditions: these terms and conditions as amended from time to time in accordance with clause 16.8.

Contract: the contract between the Supplier and the Customer for the supply of Solutions in accordance with these Conditions.

You or the Customer: the person or firm who purchases the Solutions from the Supplier.

Deliverables: the deliverables set out in the Order.

Delivery Location: has the meaning set out in clause 4.2.

Force Majeure Event: has the meaning given to it in clause 16.1(a).

Supplier, Us or Our: Cloudtrack Ltd t/a CloudTRACK , The City Arc, 89 Worship Street, London EC2A 2BF

Supplier Materials: has the meaning set out in clause 8.1(g).

2.1 The Order constitutes an offer by the Customer to purchase Solutions from the Supplier in accordance with these Conditions.

2.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).

2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.

2.4 Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Solutions or illustrations or descriptions contained in the Supplier’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Solutions described in them. They shall not form part of the Contract or have any contractual force.

2.5 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.

2.6 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 28 Business Days from its date of issue.

2.7 All of these Conditions shall apply to the supply of both Solutions except where application to one or the other is specified.

3.1 The Solutions are described in the Specification and the Contract where applicable. 

3.2 The Supplier reserves the right to amend the description and/or specification of the Solutions from time to time as necessary.

4.1 The Supplier shall ensure that:

(a) each delivery of the Solutions is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Solutions.

(b) if the Supplier requires the Customer to return any packaging material to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier’s expense.

4.2 The Supplier shall deliver the Solutions to the location set out in the Order or such other location as the parties may agree (Delivery Location).

(a) The obligation is on the customer to inform the Supplier prior to the dispatch of the Solutions, that they require an alternative delivery address to that stated on the Order.

4.3 Delivery of the Solutions shall be completed on the arrival at the Delivery Location.

4.4 Any dates quoted for delivery of the Solutions 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 Solutions that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions, information or any other instructions that are relevant to the supply of the Solutions.

4.5 If the Supplier fails to deliver the Solutions, its liability shall be limited to the costs of the Solutions.

4.6 The Supplier shall have no liability for any failure to deliver the Solutions 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 Solutions or any relevant instruction related to the supply of the Solutions.

4.7 If the Customer fails to accept or take delivery of the Solutions within 3 Business Days of the Supplier notifying the Customer that the Solutions 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 Solutions:

(a) delivery of the Solutions shall be deemed to have been completed at 9.00 am on the 3rd Business Day following the day on which the Supplier notified the Customer that the Solutions were ready; and

(b) the Supplier shall store the Solutions until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

4.8 If 14 Business Days after the Supplier notified the Customer that the Solutions were ready for delivery the Customer has not accepted or taken delivery of them, the Supplier may resell or otherwise dispose of part or all of the Solutions.

4.9 Where agreed, the Supplier may deliver the Solutions 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.

5.1 Warranty

(a) The Customer acknowledges that the Supplier may not be the manufacturer of the Solutions and so the Company does not inspect the quality or condition of the Solutions. As such the Company makes no warranty as to condition or quality of the Solutions.

(b) The Customer acknowledges that where the manufacturer of the Solutions provides a warranty for the benefit of the Customer, the Customer will utilise the warranty given by the manufacturer and not revert to the Company to resolve issues of quality and/or condition.

(c) The Customer acknowledges that the Company does not provide Solutions on a ‘trial basis’ unless specifically, and the Customer agrees to that it relies entirely on its own skill and knowledge to assess the suitability and fitness for purpose of the Solutions.

(d) The Customer is responsible for completing any registration required by the manufacturer, in order to validate or activate any warranty provided by the manufacturer.

5.2 The Supplier shall not be liable for the Customer’s failure to comply with the terms of the manufactures warranty

5.3 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Solutions’ failure to comply with the warranty set out in clause 5.1

6.1 The title to Solutions which comprise shrink-wrapped, OEM (original equipment manufacturer), non-modifiable, hardware or software sold on behalf of third party manufacturers ("Third Party Solutions") shall pass to the Customer on completion of delivery. The title to Solutions which comprise hardware or software manufactured and/or developed by the Supplier from any Open Source or its own Intellectual Property ("the Suppliers Platform") shall belong absolutely to the Supplier as also defined in clause 10 of these Terms. For the avoidance of any doubt, Open Source software qualifies as the Suppliers Platform. Software development paid for by the Customer does not constitute ownership of any of the software code of the Suppliers Platform, as this provides the customisation that specifically allows access to the system. The Suppliers Platform includes proprietary software code that is the property of the Supplier. The Supplier may, at its sole discretion, offer the Customer the option to acquire the Suppliers Platform under a Buy-Out agreement. However, this will not release the Customer from any separate licensing fees payable to the Solutions / Service manufacturer, where applicable; these shall be defined on the requisite Sales Order for the Solutions. For the avoidance of any doubt, examples of Third Party Solutions include: Sage 50, Quickbooks, Microsoft, Xero, SOPHOS and Acronis. In contrast, for example, software developed by the Supplier is not shrink-wrapped (OEM) software and is designated as the Suppliers Platform.

6.2 Title to Third Party Solutions shall not pass to the Customer until the Supplier has received payment in full (in cash or cleared funds).

6.3 Until title to Third Party Solutions has passed to the Customer, the Customer shall:

(a) hold the Solutions on a fiduciary basis;

(b) store the Solutions separately from all other Solutions held by the Customer so that they remain readily identifiable as the Supplier’s property;

(c) not remove, deface or obscure any identifying mark or packaging on or relating to the Solutions;

(d) maintain the Solutions in satisfactory condition and keep them insured against all risks for their full price on the Supplier’s behalf from the date of delivery;

(e) notify the Supplier immediately if it becomes subject to any of the events listed in clause 13.1(b) to clause 13.1(l); and

(f) give the Supplier such information relating to the Solutions as the Supplier may require from time to time, but the Customer may resell or use the Solutions in the ordinary course of its business.

6.4 If before title to the Third Party Solutions passes to the Customer the Customer becomes subject to any of the events listed in clause 13.1(b) to clause 13.1(l), or the Supplier reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided the Third Party Solutions have not been resold, and without limiting any other right or remedy the Supplier may have, the Supplier may at any time require the Customer to deliver up the Third Party Solutions and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Third Party Solutions are stored in order to recover them.

6.5 Software Escrow services are available upon request and any such services and any associated legal fees necessary shall be paid for by the Customer. 

7.1 The Supplier shall provide the Services to the Customer in accordance with the Service Specification in all material respects.

7.2 The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

7.3 The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety 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.

7.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

7.5 The Supplier shall at all times aim to maintain services levels to a minimum of 99.99% availability of Services, measured across a calendar month. Where the Supplier falls below these service levels, it shall at its sole discretion provide the Customer with compensation by way of an agreed discount on the following month’s subscription cost where applicable.

7.6 Where the Supplier provides IT or Business Consultancy services ("the Project"), should for any reason the Customer fail to provide the information required to complete the Project, for any reason whatsoever, the Supplier reserves the right to levy charges for the time and materials expended to the point of such failure. The Supplier shall furthermore not be liable for the failure of any party or parties to deliver up information requested within the scope of such work, or if they decide for any reason to cancel the Project.

8.1 The Customer shall:

(a) ensure that the terms of the Order and (if submitted by the Customer) the Solutions Specification are complete and accurate;

(b) co-operate with the Supplier in all matters relating to the Services;

(c) 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;

(d) 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;

(e) prepare the Customer’s premises for the supply of the Services;

(f) 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;

(g) keep and maintain all materials, equipment, 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; and

8.2 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):

(a) 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;

(b) 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

(c) 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.

8.3 The Customer shall ensure that all software and systems that may be integrated are fit-for-purpose and supported by industry-standard API (Application Programming Interfaces) and/or suitable data infrastructure. The Supplier shall not take any responsibility for any additional costs that may be incurred for specific development necessary should such software and systems are not fit-for-purpose.

8.4 The Customer shall agree not to poach, induce or otherwise employ or contract any of the Supplier's staff, suppliers or contractors at any time. 

9.1 The price for Solutions and/or shall be the price set out in the Suppliers written acceptance of the Sales Order ("Order"), if no price is quoted, the price set out in the Supplier’s published price list as at the date of delivery. The price of the Solutions is exclusive of all costs and charges of packaging, insurance, transport of the Solutions, which shall be paid by the Customer when it pays for the Solutions. Where applicable, and unless otherwise stated, the labour charges for 9am-5pm Sat-Sun will be 1.5x and for 5pm-9am will be 2.0x standard rates applicable Mon-Fri. The Supplier offers a 'Price Match' guarantee on all OEM (Original Equipment Manufacturer) hardware products, whereby any like-for-like Quotation from an OEM will be matched, either at quotation stage, or within 14 days of order confirmation.

9.2 The Supplier reserves the right to:

(a) increase the price of the Solutions, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Solutions to the Supplier that is due to:

(i) 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);

(ii) any request by the Customer to change the delivery date(s), quantities or types of Solutions ordered, or the Solutions Specification; or

(iii) any delay caused by any instructions of the Customer in respect of the Solutions or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Solutions.

(iv) any increase in the cost of software licensing used by the Supplier in the delivery of the Service.

(b) Increase the price of the Services, by giving 14 days written notice to the Customer, to reflect changes in the market and or increase in the costs of providing the Services to the Customer.

9.3 In respect of Solutions, 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 at the point of ordering, and then monthly for the cost of Services provided to the Customer.

9.4 Unless specifically agreed otherwise, the Customer shall pay each invoice submitted by the Supplier:

(a) monthly, Quarterly or Annually in advance for all hosting, licensing and support fees. 

(b) within the terms agreed in the Sales Order for the Solutions. For example, "50% deposit and 50% on completion" means one-half of the total Sales Order value (inclusive of VAT) payable prior to commencement and the balance payable within 7 business days of Project Sign-Off. Late payments may incur Late Payment Charges as per Clause 9.6 of this Agreement. Note that if the invoice value is less than £500.00 +VAT, full payment will be required upon Order Confirmation.

(c) 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.

(d) by Direct Debit for monthly payments, collected under the Direct Debit Guarantee, as follows:- DIRECT DEBIT GUARANTEE This Guarantee is offered by all banks and building societies that accept instructions to pay Direct Debits. If there are any changes to the amount, data or frequency of the Customer Direct Debit, the Supplier will notify the Customer within 10 working days in advance of the Customer account being debited or as otherwise agreed. If the Customer requests the Supplier to collect a payment, confirmation of the amount and date will be given to the Customer at the time of the request. If an error is made in the payment of the Customer Direct Debit by  the Supplier or bank or building society, the Customer is entitled to a full and immediate refund of the amount paid from the Customer bank or building society. If the Customer receives a refund in error, the Customer must pay it back upon demand. 

9.5 Should for any reason the Customer fail to pay the SaaS (Software as a Service)  license fees, support and/or hosting charges set out in the Sales Order for the Solutions and/or Services, the Supplier reserves the right to suspend the provision of such Solutions and/or Services until payment is made for all due amounts.

9.6 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 Solutions at the same time as payment is due for the supply of the Services or Solutions.

9.7 Without limiting any other right or remedy of the Supplier, if the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment (Due Date), the Supplier shall have the right to charge a penalty fee ("Late Payment Charges") on the overdue amount at the rate of 1.5 (one and a half) percent per day accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding daily. VAT shall be charged on any Late Payment Charges.

9.8 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. 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.

9.9 Without prejudice to any other of its rights and remedies, The Supplier will be entitled to remove the Customers data from its systems and any Equipment and/or put the Equipment to any use other than the Customer if any amount due under the Agreement is not paid within 7 days of its due date for payment. The supplier is not required to back up such data or return the same to the Customer prior to any such removal or following termination of the Agreement.

9.10 A minimum notice period of 48 hours is required by the Customer to the Supplier, in writing, for the cancellation of pre-booked and pre-arranged on-site meetings. A charge of 100% of the day-rate plus 100% of any pre-booked travel costs shall be levied where such cancellation is not advised within the prescribed period.

9.11 The Customer agrees that, unless specifically stated otherwise, the Supplier's Platform is provided on the basis of estimated time for completion using the Supplier's best efforts. Therefore, additional charges for labour, additional development or other variable costs may be applied where such work is necessary for the satisfactory completion of the Project defined in the requisite Project Plan and additional scope necessary.

9.12 The Customer agrees that the Project comprising of the Supplier's Platform cannot be terminated prior to Go Live date where such a date has been agreed and the additional charges to such completion must be paid by the Customer at the quoted rates to allow the Supplier to complete the Project by this Go Live date. The Customer shall not impede the progress of the Project in any way whatsoever, either by witholding payment or any other means, for the purposes of avoiding such additional payments that may be necessary. The Supplier reserves the right to withdraw services until such time any additional charges are paid.  

9.13 If a previously agreed Go Live date is extended due to delays caused by the Customer, for example where additional development is needed or if the Customer holds up the project schedule for any reason whatsoever, then the Customer shall pay the Supplier 70% of the originally agreed Go Live payment within 7 days of the Supplier's demand and the balance of 30% upon the revised Go Live date.

10.1 All Intellectual Property Rights in or arising out of or in connection with the Services and Solutions shall be owned by the Supplier.

10.2 The Customer acknowledges that, in respect of any third party Intellectual Property Rights in the Services and Solutions, the Customer’s use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer.

10.3 All Supplier Materials are the exclusive property of the Supplier.

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 or its Solutions or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 11 shall survive termination of the Contract. Permitted Assigns of the Second Part shall include Parties who have agreed to collaborate or otherwise enter into an Agreement of services by way of a signed Sales Order or other Instrument between the Customer and the Supplier and/or its designated staff, consultant or representatives. This stipulation also allows disclosures by the Supplier and the Customer with Third Party consultants, accountants, advisors and Banking or finance institutions within the scope of the Agreement entered into.

12.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:

(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

(b) fraud or fraudulent misrepresentation;

(c) breach of the terms implied by section 2 of the Supply of Solutions and Services Act 1982 (title and quiet possession);

(d) breach of the terms implied by section 12 of the Sale of Solutions Act 1979 (title and quiet possession); or

(e) defective Solutions under the Consumer Protection Act 1987.

12.2 Subject to clause 12.1:

(a) the Supplier shall under no circumstances whatever be liable to the Customer, 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 ; and

(b) 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 £100.

12.3 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

12.4 The Supplier shall not be liable for loss of data or any systems downtime, whether catastrophic or not, howsoever caused, but specifically as a result of computer viruses or hacking by any entity or persons, whether malicious or not. The Supplier shall from time to time recommend powerful and effective solutions to protect the Customer from such threats, but ultimately, data and systems integrity is the sole responsibility of the Customer, whom shall always use their best endeavours to follow the best-practice guidelines to protect their data from any breach. 

12.5 This clause 12 shall survive termination of the Contract.

13.1 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:

(a) 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 14 days after receipt of notice 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 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;

(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 the 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 clause 13.1(b) to clause 13.1(i) (inclusive);

(k) the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; or

(l) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

13.2 Without limiting its other rights or remedies, the Supplier may terminate the Contract:

(a) by giving the Customer one months’ written notice;

(b) 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.

13.3 The Customer may terminate the contract prior to the expiry of the minimum term set out in clause 15 of this agreement, with 1 months written notice subject to payment in full of all sums being paid to the Supplier, that the Customer would have been liable to pay to the Supplier, had they not terminated this agreement.

13.4 Without limiting its other rights or remedies, the Supplier shall have the right to suspend the supply of Services or all further deliveries of Solutions under the Contract or any other contract between the Customer and the Supplier if:

(a) the Customer fails to make pay any amount due under the Contract on the due date for payment; or

(b) the Customer becomes subject to any of the events listed in clause 13.1(b) to clause 13.1(l), or the Supplier reasonably believes that the Customer is about to become subject to any of them.

13.5 Should for any reason the Customer terminate the Contract, either verbally or in writing, prior to the full delivery of the goods or services, the Supplier shall consider the Contract null and void and retain all monies paid by the Customer to the point of termination. 

On termination of the Contract for any reason:

(a) 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;

(b) the Customer shall return all of the Supplier Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, 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;

(c) the accrued rights and remedies of the Supplier 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

(d) clauses which expressly or by implication have effect after termination shall continue in full force and effect.

15.1 As stated in Clause 13 above, the Services may be subject to minimum terms of contract (Minimum Term). If a service is stated below, the Customer agrees to be bound by the Minimum Term stated.

(a) IT Support Services – 12 months

(b) Broadband internet – 12 months

(c) Hosted Desktops – 12 months

(d) Hosted Exchange Email – 12 months

(e) Hosted VoIP Services – 12 months

(f) Hosted ERP Subscriptions – 12 months

(g) Hosted G-Suite – 1 month

(h) Hosted Servers – 3 months

(i) Hosted Cloud Backup – 1 month

15.2 The customer agrees as set out in clause 13.3 to provide a minimum of 1 months written notice of termination to the Supplier and the end of the Minimum Term, if they do not wish to continue with the Services. Where written notice is not provided the contract will automatically be renewed for an additional period equal to the Minimum Term for the Service provided. Automatic renewal will then be applied at the end of every contract period, until the Customer provides the required written notice of termination.

16.1 Force majeure:

(a) 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 party 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 or default of suppliers or subcontractors.

(b) 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.

(c) If the Force Majeure Event prevents the Supplier from providing any of the Services and/or Solutions for more than 8 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.

16.2 Assignment and subcontracting:

(a) The Supplier may at any time assign, transfer, 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.

(b) The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

16.3 Notices:

(a) Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party’s main fax number.

(b) Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at such addressor, if sent by prepaid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.

(c) This clause 16.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, “writing” shall not include e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.

16.4 Waiver and cumulative remedies:

(a) A waiver of any right under the Contract 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 preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

(b) Unless specifically provided otherwise, rights arising under the Contract are cumulative and to not exclude rights provided by law.

16.5 Severance:

(a) If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.

(b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

16.6 No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

16.7 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.

16.8 Variation of Sales Orders: Any variation of Sales Order(s) that govern the whole agreement between the Customer and the Supplier shall only be binding when agreed in writing and signed by the Supplier.

16.9 Changes to these Terms: The Supplier reserves the right to change these Terms from time to time without notice to the Customer.

16.10 Governing law and jurisdiction: This Contract, 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, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.