Terms & Conditions

TERMS AND CONDITIONS OF SUPPLY – Clickphone Communications Ltd

  • Interpretation

 

The definitions and rules of interpretation in this condition apply in these terms and conditions.

  1. Definitions:

Commencement Date: the date on which the Contract is established in accordance with clause 3.1.

  • Contract: the contract between the Supplier and the Customer for the supply of the Services in accordance with these terms and conditions.
  • Customer: the person, firm or company who purchases Services from the Supplier.

 

    1. Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679) and the Data Protection Act 2018.
    2. Deliverables: all products and materials developed or supplied by the Supplier in relation to the Services in any media, including, without limitation, Hardware, Software, data, diagrams, reports and specifications (including drafts).
    3. Hardware: all physical telecommunications, networking and computer equipment (including switches, routers, cables, servers, racks, cabinets and peripheral accessories) provided and used by the Supplier to deliver the Services to the Customer.

  • Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including without limitation know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and including without limitation 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.
  • Purchase Order: the Customer’s purchase order for the Services.

 

    1. Services: the services to be provided by the Supplier under the Contract.
    2. Software: any software used by the Supplier (or any of its sub-contractors) to provide the Services to the Customer. 
    3. Specification: the specification of the Services [available on request] setting out: 
    4. (a) the description of the Services to be provided; and
    5. (b) the responsibilities of each of the parties for, or in connection with, the provision of the Services.
    6. Supplier:Clickphone Communications Ltd t/a Clickphone.cloud a company registered in England and Wales with company number 07280024 whose registered office is at Castleton House, Heathside, Esher, Surrey, KT10 9TB.
    7. Supplier’s System: the information and communications technology system to be used by the Supplier (or any of its sub-contractors) in performing the Services, including the Hardware and the Software but excluding any hardware, software or telecommunications networks that are owned by the Customer.

  • Supplier Materials: has the meaning given in clause 5.1(g).
  • VAT: value added tax chargeable under English law for the time being and any similar additional tax.

 

  1. Condition, Schedule and paragraph headings shall not affect the interpretation of this agreement.
  2. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
  3. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
  4. Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.
  5. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
  6. A reference to writing or written includes email but not faxes.

  • Application of conditions

 

      1. These conditions shall:
        1. apply to and be incorporated in the Contract; and
        2. prevail over any inconsistent terms or conditions contained in, or referred to in, the Customer’s Purchase Order, confirmation of order, Specification or implied by law, trade custom, practice or course of dealing.
      2. No addition to, variation of, exclusion or attempted exclusion of any term of the Contract shall be binding on the Supplier unless in writing and signed by a duly authorised representative of the Supplier.

  • Effect of Purchase Order

 

      1. The Customer’s Purchase Order constitutes an offer by the Customer to purchase the Services specified in it on these conditions; accordingly, the execution and return of the acknowledgement copy of the Purchase Order form by the Supplier, or the Supplier’s written acceptance of the Purchase Order or its commencement or execution of work pursuant to the Purchase Order, shall establish a contract for the supply and purchase of those Services on these conditions. 
      2. The Customer’s standard terms and conditions (if any) attached to, enclosed with, or referred to in, the Purchase Order shall not govern the Contract.

  • Supplier’s obligations

 

      1. The Supplier shall supply the Services and deliver the Deliverables to the Customer, in accordance in all material respects with the Specification.
      2. The Supplier shall use reasonable endeavours to meet the performance dates specified in the Specification, but any such dates shall be estimates only and time shall not be of the essence of the Contract.

  • Customer’s obligations

 

    1. The Customer shall:
      1. co-operate with the Supplier in all matters relating to the Services;
      2. provide in a timely manner such access to the Customer’s premises and data, and such office accommodation and other facilities, as is requested by the Supplier;
      3. provide in a timely manner such information and materials as the Supplier may request, and ensure that such information is accurate in all material respects; 
      4. be responsible (at its own cost) for preparing the relevant premises for the supply of the Services;
      5. ensure that the terms of the Order and any information it provides in the Specification are complete and accurate;
      6. comply with all applicable laws, including health and safety laws;
      7. obtain and maintain all necessary licences, permissions and consents which may be required for the Services;
      8. keep 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 
      9. comply with any additional obligations as set out in the Specification.
    2. If the Supplier’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer or the Customer’s agents, sub-contractors or employees, or by any failure by the Customer to perform any relevant obligation:
      1. without limiting or affecting any other right or remedy available to it, the Supplier shall 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 in each case to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
      2. the Supplier shall not be liable for any costs or losses incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations, 

and the Customer shall in all circumstances be liable to pay to the Supplier on demand all reasonable costs, charges or losses sustained or incurred by the Supplier (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property, injury to or death of any person and loss of opportunity to deploy resources elsewhere), subject to the Supplier confirming such costs, charges and losses to the Customer in writing.

  1. The Customer shall not, without the prior written consent of the Supplier, at any time from the date of the Contract to the expiry of 12 months after the termination of the Contract, solicit or entice away from the Supplier or employ or attempt to employ any person who is, or has been, engaged as an employee or sub-contractor of the Supplier, except that the Customer shall not be in breach of this clause 5.3 if it hires an employee or sub-contractor of the Supplier as a result of a recruitment campaign not specifically targeted to any employees or sub-contractors of the Supplier.

  • Change control

 

    1. If either party wishes to change the scope of the Services, it shall submit details of the requested change to the other in writing.
    2. Without prejudice to clause 6.5, if either party requests a change to the scope or execution of the Services, the Supplier shall, within a reasonable time, provide a written estimate to the Customer of:
      1. the likely time required to implement the change;
      2. any variations to the Supplier’s fees arising from the change;
      3. the likely effect of the change on the Specification; and
      4. any other impact of the change on the terms of the Contract.
    3. If the Supplier requests a change to the scope of the Services, the Customer shall not unreasonably withhold or delay consent to it. The Supplier reserves the right to reject any change requested by the Customer.
    4. If the Customer consents to the change, the Supplier has no obligation to do so unless and until the parties have agreed in writing on the necessary variations to its charges, the Specification and any other relevant terms of the Contract to take account of the change.
    5. The Supplier reserves the right to:
      1. amend the Specification if necessary to comply with any applicable law or regulatory requirement;
      2. modify the Supplier’s System, its network, system configurations or routing configuration; or
      3. modify or replace any Hardware or Software in its network or in equipment used to deliver any Service over its network, 

provided that the amendment or modification will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.

  • Charges and payment

 

      1. The fees for the Services shall be calculated as follows:
        1. the Supplier’s standard tariffs as set out in its price list (as amended from time to time) shall apply;
        2. the Supplier’s standard daily fee rates for maintenance and support works are calculated on the basis of an eight-hour day worked between [8.00 am and 5.00 pm on weekdays (excluding weekends and public holidays)];
        3. the Supplier shall be entitled to charge an overtime rate of10% of the normal rate for part days and work carried out outside of the hours referred to in clause 7.1(b) on a pro-rata basis.
      2. The Supplier shall invoice the Customer monthly in arrears  for its fees for the tariff, support and maintenance time, expenses and materials (together with VAT where appropriate) for the month concerned, calculated as provided in this clause 7. The Supplier shall also invoice the Customer for any third party services.
      3. The Customer shall pay each invoice submitted to it by the Supplier in full, and in cleared funds, within 14 days of receipt.
      4. The Supplier reserves the right to increase the fees referred to above at any time upon not less than 28 days’ written notice to the Customer. 
      5. Without prejudice to any other right or remedy that the Supplier may have, if the Customer fails to pay the Supplier on the due date the Supplier may charge interest on such sum from the due date for payment at the annual rate of 8% above the base lending rate from time to time of the Bank of England, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment.
      6. Time for payment shall be of the essence of the Contract.
      7. All amounts due under this agreement shall be paid by the Customer to the Supplier in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). The Supplier may, without prejudice to any other rights it may have, set off any liability of the Customer to the Supplier against any liability of the Supplier to the Customer.

  • Intellectual Property Rights

 

      1. The Customer acknowledges and agrees that the Supplier and/or its licensors own all Intellectual Property Rights and other rights in the Deliverables, the Supplier’s System and in all other materials connected with the Services and/or developed or produced in connection with this agreement by the Supplier, its officers, employees, sub-contractors or agents. Except as expressly stated, this agreement does not grant the Customer any rights to such Intellectual Property Rights.
      2. The Supplier hereby licenses all such rights in the Deliverables to the Customer fully paid-up and on a non-exclusive, non-transferable and worldwide basis for the duration of the Contract and to such extent as is necessary to enable the Customer to make reasonable use of the Deliverables and the Services as is envisaged by the parties. If the Contract is terminated under clause 11.1 or otherwise, this licence will automatically terminate.
      3. The Customer shall not sub-licence or otherwise deal with the rights granted in clause 8.2.
      4. The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to use, copy and modify any materials provided by the Customer to the Supplier for the term of the Contract for the purpose of providing the Services to the Customer.

  • Confidentiality and Supplier’s property

 

      1. The Customer shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature (Confidential Information) and have been disclosed to the Customer by the Supplier or its agents, and any other confidential information concerning the Supplier’s business or its products which the Customer may obtain. The Customer shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know it for the purpose of discharging the Customer’s obligations to the Supplier, shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the Customer, and shall remain liable for the actions of such employees, agents or sub-contractors in respect of confidential information. 
      2. Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party’s confidential Information shall not be deemed to include information that:
        1. is or becomes publicly known other than through any act or omission of the receiving party;
        2. was in the other party’s lawful possession before the disclosure;
        3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
        4. is independently developed by the receiving party, which independent development can be shown by written evidence.
      3. Subject to clause 9.5, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this agreement.
      4. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.
      5. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 9.5, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
      6. All materials, equipment and tools, drawings, specifications and data supplied by the Supplier to the Customer shall at all times be and remain the exclusive property of the Supplier, but shall be held by the Customer in safe custody at its own risk and maintained and kept in good condition by the Customer until returned to the Supplier, and shall not be disposed of or used other than in accordance with the Supplier’s written instructions or authorisation.
      7. The above provisions of this clause 9 shall survive termination of the Contract, however arising.

  • Limitation of liability

 

    1. The following provisions set out the entire financial liability of the Supplier (including without limitation any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
      1. any breach of the Contract howsoever arising;
      2. any use made by the Customer of the Services, the Deliverables or any part of them; and
      3. any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including without limitation negligence) arising under or in connection with the Contract.
    2. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
    3. Nothing in these conditions excludes the liability of the Supplier:
      1. for death or personal injury caused by the Supplier’s negligence; or
      2. for fraud or fraudulent misrepresentation.
    4. Subject to clause 10.2 and clause 10.3:
      1. the Supplier shall not in any circumstances be liable, whether in tort (including without limitation for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for:
        1. loss of profits; or
        2. loss of business; or
        3. depletion of goodwill or similar losses; or
        4. loss of anticipated savings; or
        5. loss of goods; or
        6. loss of contract; or
        7. loss of use; or
        8. loss or corruption of data or information; or
        9. any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
      2. the Supplier’s total liability to the Customer in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall not exceed the cap.
    5. In clause 10.4(b):
  1. cap means the greater of £20,000 and an amount equal to the total fees actually paid by the Customer under the Contract in the contract year in which the breaches occurred;
  1. contract year means a 12-month period commencing with the Commencement Date or any anniversary of it.
  1. Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 2 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

  • Termination

 

    1. The Contract shall commence on the Commencement Date. Unless terminated earlier in accordance with this clause 11, the Contract shall continue for 1 month (Initial Term) and shall automatically extend for 1 month (Extended Term) at the end of the Initial Term .The Customer may give written notice to the Supplier, not less than 1 month before the end of the Initial Term or the relevant Extended Term, to terminate the Contract at the end of the Initial Term or the relevant Extended term, as the case may be. 
    2. The Supplier may at its sole discretion accept an early termination of the Contract by the Customer provided that not less than 3 months’ notice has been provided by the Customer and that the Supplier shall be entitled to charge (i) an administration fee of £40.00 per product supplied to the Customer; and (ii) a sum equivalent to 20% of the aggregate fees that the Supplier would have been entitled to charge had the Contract continued for the full Initial Term (or Extended Term, as the case may be). For example, 
    3. Without prejudice to any other rights or remedies to which the parties may be entitled, the Supplier may terminate the Contract without liability to the Customer on [1] months’ prior written notice to the Customer or immediately at any other time if:
      1. the Customer fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 7 days;
      2. the Customer commits any breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified in writing to do so;
      3. the Customer repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
      4. the Supplier’s [licence] is revoked or expires;
      5. a licence under which the Customer operates its telecommunications system and connects it to the Supplier’s system is revoked, amended or otherwise ceases to be valid and is not immediately replaced by another valid licence;
      6. the Customer 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 is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
      7. the Customer 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 for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
      8. 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 Customer other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
      9. an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the Customer;
      10. the holder of a qualifying floating charge over the assets of the Customer has become entitled to appoint or has appointed an administrative receiver;
      11. a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the Customer;
      12. a creditor or encumbrancer of the Customer 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 the Customer’s assets and such attachment or process is not discharged within 14 days;
      13. 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 11.3(f) to clause 11.3(l) (inclusive).
    4. Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 11.3(e) to clause 11.3(k), or the Supplier reasonably believes that the Customer is about to become subject to any of them.
    5. Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.
    6. Termination of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.
    7. On expiry or termination of this agreement for any reason:
      1. the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and other sums and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
      2. the Customer shall return all Supplier Materials (including those forming part of the Supplier’s System) and the Deliverables. 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 the Contract

  • Data protection 

 

  1. Both parties will comply with all applicable requirements of the Data Protection Legislation. Applicable Laws means (for so long as and to the extent that they apply to the Supplier) the law of the European Union, the law of any member state of the European Union and/or any law that applies in the UK. Clause 12.6 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 subjects.
  2. The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the controller and the Supplier is the processor. 
  3. Without prejudice to the generality of clause 12.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data (as defined in the Data Protection Legislation) to the Supplier for the duration and purposes of the Contract.
  4. Without prejudice to the generality of clause 12.1, the Supplier shall, in relation to any personal data processed in connection with the performance by the Supplier of its obligations under the Contract:
  1. process that personal data only on the documented written instructions of the Customer unless the Supplier is required by Applicable Laws to otherwise process that personal data;
  1. 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 such measures;
  2. ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
  3. not transfer any personal data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
    1. the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;
    2. the data subject has enforceable rights and effective legal remedies;
    3. 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
    4. the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;
  4. 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;
  5. notify the Customer without undue delay on becoming aware of a personal data breach;
  6. 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
  7. maintain complete and accurate records and information to demonstrate its compliance with this clause 12 and allow for audits by the Customer.
  1. The Customer does not consent to the Supplier appointing any third party processor of Personal Data under the Contract.
  2. Subject matter of processing: the manual or automated processing of Personal Data.

Duration of processing: the term of the Contract and a period of 6 years thereafter. 

Nature of Processing: to use, edit, create databases from, copy and store the Personal Data solely to perform the Contract

Business Purposes: to supply the Services under the Contract. To comply with a legal obligation. For the Supplier’s legitimate interests, subject to the Supplier’s and data subject’s interests and fundamental rights not being overridden.

Personal Data Categories: name, address, email address, identification number, 

Data Subject Types: employees, customers and clients, end users.

  • Force majeure

 

The Supplier shall not in any circumstances have any liability to the Customer under the Contract if it is prevented from, or delayed in, performing its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, 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 or default of suppliers or sub-contractors.

  • Waiver

 

No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the 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.

  • Rights and remedies

 

Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

  • Severance

 

      1. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
      2. If any provision or part-provision of this agreement is deemed deleted under clause 15.1, the parties shall negotiate in good faith to amend such provision that, , to the greatest extent possible, achieves the intended commercial result of the original provision.

  • Entire agreement

 

      1. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
      2. Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
      3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

  • Assignment

 

      1. The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
      2. The Supplier may at any time assign, transfer, charge, sub-contract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.

  • No partnership or agency

 

Nothing in the Contract is intended to or shall operate to create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including without limitation the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

  • Third party rights

 

      1. This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

  • Notices

 

      1. Any notice or other communication given to a party under or in connection with this contract shall be in writing and shall be:
        1. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office; or
        2. sent by email to the email address nominated for such purpose.
      2. Any notice or communication shall be deemed to have been received:
        1. if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
        2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service;
        3. if sent by email, at 9.00 am on the next Business Day after transmission.
      3. This condition does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

  • Governing law

 

The Contract and any disputes or claims arising out of or in connection with it or its subject matter or formation (including without limitation non-contractual disputes or claims) are governed by and construed in accordance with the law of England and Wales.

  • Jurisdiction

 

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 agreement or its subject matter or formation (including non-contractual disputes or claims).

Appendix

SPECIFICATION – Available on request

  1. [Services]
  2. [Deliverables]
  3. [Set-up Services]
  4. [Maintenance Services]