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Terms and Conditions of Service

Thank you for choosing Better-IT as your subscription service provider. Please read this document carefully as it describes the service you are purchasing from Better-IT.

TERMS AND CONDITIONS FOR SUPPLY OF IT SERVICES

AGREEMENT DETAILS

  • The attached terms and conditions in Part 1 of the Schedule (the “Terms and Conditions”), any special terms set out in Part 2 of the Schedule (the “Special Terms”) and the above Agreement Details, including a signed proposal or specification (the “Proposal Specification”), comprise the agreement between the Supplier and the Customer (together, this “Agreement”).
  • If there is any conflict or ambiguity between the terms of the documents listed above, the following order of precedence applies: (i) the Special Terms (if any); (ii) the Terms and Conditions; and (iii) the Proposal Specification.
  • Each party agrees to sign this Agreement by electronic signature from within a Proposal Specification (whatever form the electronic signature takes) and that this method of signature is as conclusive of our intention to be bound by this Agreement as if signed by each party’s manuscript signature.
  1. INTERPRETATION

The definitions and rules of interpretation in this condition apply in these Terms and Conditions.

  • Definitions: “Agreement” means this agreement for the supply of IT services comprising the Proposal Specification (and the Supplier’s acceptance of it under Condition 3), the Terms and Conditions, and the Special Terms.
  • “Agreement Details” means details of the Agreement set out in the first page above.
  • “Customer” and “You” means the firm or company who purchases Services from the Supplier, as set out in the Agreement Details.
  • “Customer Materials” means any documents, information, data or other materials belonging to the Customer and provided to the Supplier in connection with the Services;
  • “Customer’s Group” means in relation to a company, that company, any subsidiary or any holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company. Each company in a group is a member of the group.
  • “Customer’s Representative” means the Customer’s representative for the Services set out in the Agreement Details and appointed in accordance with Condition 5.1(a).
  • “Data Protection Legislation” means all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including, without limitation: (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation, as well as (ii) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to data protection and privacy (for so long as and to the extent that the law of the European Union has legal effect in the UK).
  • “Deliverables” means, collectively, the Software Deliverables, the Document Deliverables, and any other Deliverables to be provided by the Supplier to the Customer, as set out in the Proposal Specification.
  • “Document Deliverables” means all the documents, specifications, designs, reports, correspondence and advice that the Supplier is to deliver pursuant to this Agreement (excluding any Software Deliverables), as set out in the Proposal Specification.
  • “Documentation” means the Supplier’s published documentation in relation to the Supplier Software (if any), as the Supplier may update and amend from time to time.
  • “Fees” means the fees payable, as specified in the Proposal Specification (including, where applicable, the Supplier Licence Fee), by the Customer to the Supplier under Condition 7 or as otherwise agreed in writing between the parties.
  • “Intellectual Property Rights” means any patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.
  • “Maintenance Release” means, in terms of the Support Services, a release of the Supplier Software which corrects faults, adds functionality or otherwise amends or upgrades the Supplier Software, but which does not constitute a New Version.
  • “Modification” means, in terms of the Support Services, any Maintenance Release or New Version which is acquired by the Customer.
  • “New Version” means, in terms of the Support Services, any new version of the Supplier Software which from time to time is publicly marketed and offered for purchase by the Supplier in the course of its normal business, being a version which contains such significant differences from the previous versions as to be generally accepted in the marketplace as constituting a new product;
  • “Services” means the services to be provided by the Supplier under the Agreement as set out in the Proposal Specification.
  • “Services Milestone” means a date by which a part of the Services is estimated to be completed, as set out in the Proposal Specification.
  • “Proposal Specification” means the detailed plan or proposal in Part 3 of the Schedule describing the Services, Support Services and the Deliverables, and setting out the estimated timetable (including without limitation Services Milestones) and responsibilities of each of the parties for, or in connection with, the provision of the Services by the Supplier, in accordance with the Agreement.
  • “Site” means the premises from which the Customer carries out its business as set out in the Agreement Details, or as agreed between the parties in writing from time to time.
  • “Software Deliverables” means the Supplier Software that the Supplier is to deliver pursuant to this Agreement, as set out in the Proposal Specification.
  • “Special Terms” means any terms and conditions set out in Part 2 of the Schedule which are applicable to the Agreement, in addition to the Terms and Conditions and the Proposal Specification.
  • “Supplier”, “We” and “Better-IT” means Better-IT Limited, a company incorporated in England (Company Number 5050038) and having its registered office at 3-3a Barrow Road, Sileby, Loughborough, Leicestershire, LE12 7LW.
  • “Supplier Licence” means the licence to use the Supplier Software (as applicable), as set out in Condition 4.
  • “Supplier Licence Fee” means the fee payable (as designated in the Proposal Specification) by the Customer to the Supplier in respect of the Supplier Licence.
  • “Supplier Materials” means the Supplier Software, Services, Documentation, Modifications and Deliverables (all as applicable), but always excluding any open-source software, third party software or Customer Materials (all, as applicable);
  • “Supplier Software” means the software belonging to or licensed to the Supplier, as set out in the Proposal Specification.
  • “Supplier’s Representative” means the Supplier’s manager for the Services, appointed in accordance with Condition 3, details of which are set out in the Agreement Details.
  • “Support Services” means the software maintenance and support services, as more particularly described in the Proposal Specification.
  • “Tax” means any applicable forms of taxation, levies, duties, charges, imposts, withholdings or other amounts payable to any taxation authority, together with any penalty, fine, surcharge, interest or charges payable in connection with any such taxation.
  • “Third Party Provider” means a third party provider designated in the Proposal Specification in relation to any third party services, including but not limited to hosting services.
  • “Third Party Provider Terms” means the terms and conditions attached to any services or software provided by a Third Party Provider as set out in the Proposal Specification or dedicated service Terms and Conditions.
  • Condition, Schedule, Part and paragraph headings shall not affect the interpretation of this Agreement. References to Conditions and Schedules are to the Conditions and Schedules of this Agreement, and references to Parts are to Parts of the relevant Schedule.
  • Unless the context otherwise requires:
  • words in the singular shall include the plural and in the plural shall include the singular;
  • reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time;
  • reference to a gender shall include a reference to the other genders; and
  • any use of the words “including” or “includes” or similar shall not be limited by the words that follow.
  • A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns. A reference to a company shall
  • include any company, corporation or other body corporate, wherever and however incorporated or established.
  • The Schedule and Parts thereof form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules and Parts thereof.
  1. APPLICATION OF THE TERMS AND CONDITIONS
  • These conditions shall:
  • apply to and be incorporated in the Agreement; and
  • prevail over any inconsistent terms or conditions contained in, or referred to in, the Customer’s purchase order, confirmation of order, or
  • specification, or implied by law, trade custom, practice or course of dealing.
  • No addition to, variation of, exclusion or attempted exclusion of any term of the Agreement shall be binding on the Supplier unless in writing and signed by a duly authorised representative of the Supplier.
  1. EFFECT OF PURCHASE ORDER
  • The Supplier’s Proposal Specification constitutes an offer to the Customer to supply the Services and Deliverables specified in it, on these Terms and Conditions; accordingly, the execution and return of the acknowledgement copy of the Agreement Details by the Customer, or the Supplier’s commencement or execution of work pursuant to the Proposal Specification, shall establish a contract for these Terms and Conditions. The Customer’s standard terms and conditions (if any) attached to, enclosed with, or referred to in any documentation shall not govern the Agreement.
  1. SUPPLIER’S OBLIGATIONS
  • The Supplier shall use reasonable endeavours to manage and complete the Services, and deliver the Deliverables to the Customer, in accordance in all material respects with the Proposal Specification.
  • The Supplier shall use reasonable endeavours to meet any Services Milestones, but any such dates shall be estimates only and time shall not be of the essence.
  • The Supplier shall appoint the Supplier’s Representative who shall have authority to contractually bind the Supplier on all matters relating to the Services.
  1. CUSTOMER’S OBLIGATIONS
  • The Customer shall:
  • co-operate with the Supplier in all matters relating to the Services and appoint the Customer’s Representative, who shall have the authority to contractually bind the Customer on matters relating to the Services;
  • provide in a timely manner such access to the Customer’s premises (including, where applicable, the Site) and data, and such office accommodation and other facilities, as reasonably required by the Supplier to perform the Services;
  • provide in a timely manner such information as the Supplier may request, and ensure that such information is accurate in all material respects;
  • comply with Third Party Provider Terms as set out in the relevant Proposal Specification or as otherwise notified to the Customer from time to time)
  • be responsible (at its own cost) for preparing the relevant Site, where applicable, for the supply of the Services.
  • If the Supplier’s performance of its obligations under the Agreement is prevented or delayed by any act or omission of the Customer or the Customer’s agents, sub-contractors or employees, 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 it (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.
  • The Customer shall not, without the prior written consent of the Supplier, at any time from the date of the Agreement to the expiry of  six months after the completion of the Services, 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 Condition 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.
  1. CHANGE CONTROL
  • If either party wishes to change the scope of the Services, it shall submit details of the requested change to the other in writing.
  • 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:
  • the likely time required to implement the change;
  • any variations to the Supplier’s charges arising from the change;
  • the likely effect of the change on the Proposal Specification; and
  • any other impact of the change on the terms of the Agreement.
  • If the Customer wishes the Supplier to proceed with the change, the Supplier has no obligation to do so unless and until the parties have agreed in writing on the necessary variations to the Fees, the Proposal Specification and any other relevant terms of the Agreement to take account of the change.
  1. FEES, PAYMENT AND EXPENSES
  • The Customer shall pay the Fees to the Supplier for the Services, designated in accordance with this Condition 7.
  • The Supplier shall invoice the Customer in accordance with the invoicing dates set out in the Proposal Specification. If the Customer believes an invoice is incorrect, the Customer must contact the Supplier in writing within 7 to postpone a Direct Debit collection, and with 30 days of the invoice date containing the amount in question to be eligible to receive an adjustment or credit.
  • The Customer shall pay each invoice in pounds sterling (together with any Tax properly payable thereon) within the Special Terms found in the Proposal Specification of the date of such invoice. If the Supplier has not received payment within 30 days after the due date then, without prejudice to any other rights and remedies of the Supplier, interest shall accrue on such due amounts at an annual rate equal to 4% over the then current base lending rate of Bank of England at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.
  • The Supplier shall be entitled to increase any Fees in accordance with the terms set out in the Proposal Specification.
  • All amounts referred to or payable pursuant to this Agreement are exclusive of Tax for which the Customer shall be liable.
  • All amounts due under this Agreement shall be paid by the Customer to the Supplier in full without any set-off, counter-claim, deduction or withholding (other than any deduction or withholding of tax as required by law).
  • The Customer shall reimburse all reasonable expenses properly and necessarily incurred by the Supplier (excluding travel expenses) under this Agreement, subject to production of receipts or other appropriate evidence of payment.
  1. INTELLECTUAL PROPERTY RIGHTS
  • The Customer acknowledges that all Intellectual Property Rights in the Supplier Materials (“Supplier Proprietary Rights”) are, and shall remain, the property of the Supplier (or its licensors) and, except as expressly stated herein, this Agreement does not grant the Customer any rights to, or in, the Intellectual Property Rights or any other right so licences in respect of the Supplier Proprietary Rights.
  • The Customer shall do or procure to be done all such further acts and things and sign or procure the signature of all such other documents as the Supplier may require for the purpose of giving the Supplier the full benefit of Condition
  • The Supplier confirms that it has all the rights in relation to the Supplier Proprietary Rights that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.
  • In consideration of the payment by the Customer to the Supplier of the Supplier Licence Fee, the Supplier grants to the Customer a non-exclusive, revocable licence to use the Supplier Software for the term of this Agreement, or as otherwise agreed in writing by the Supplier, in relation to the Supplier Software (as set out in the Proposal Specification) strictly in accordance with the terms of any licence terms set out in Proposal Specification (“Supplier Licence”).
  1. CONFIDENTIALITY AND SUPPLIER’S PROPERTY
  • The Customer shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes, initiatives or pricing which are of a confidential nature 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, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the Customer.
  • 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:
  • is or becomes publicly known other than through any act or omission of the receiving party;
  • was in the other party’s lawful possession before the disclosure;
  • is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
  • is independently developed by the receiving party, which independent development can be shown by written evidence.
  • Subject to Condition 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.
  • 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.
  • 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 Condition 5, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
  • The Supplier Materials and all other 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.
  • The above provision of this Condition 9 shall survive termination or expiry of the Agreement, however arising.
  1. LIMITATION OF LIABILITY
  • 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:
  • any breach of the Agreement howsoever arising;
  • any use made by the Customer of the Services, the Deliverables, the Supplier Materials or any part of them; and
  • any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including without limitation negligence) arising under or in connection with the Agreement.
  • All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement.
  • Nothing in these conditions excludes the liability of either party for:
  • death or personal injury caused by a party’s negligence; or
  • fraud or fraudulent misrepresentation.
  • Subject to Condition 2 and Condition 10.3 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:
  • special damage even if the Supplier was aware of the circumstances in which such special damage could arise;
  • loss of profits;
  • loss of anticipated savings;
  • loss of business opportunity;
  • loss of goodwill; or
  • loss or corruption of data.
  • The Supplier’s total liability in contract, delict/tort (including without limitation negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall be limited to 100% of the Fees paid or payable
  • During the 12-month period immediately prior to the event giving rise to the claim occurring.
  • For the avoidance of doubt, where the Customer wishes to raise a claim in respect of one type of Services being provided, it may not raise a duplicate claim under any of the other types of Services.
  • The Customer acknowledges that some elements of the Services (including, without limitation, the hosting services) are hosted by a Third Party Provider and, as such, notwithstanding the Supplier’s liability under Condition 5 to the extent that any claim arises out of an act, error, omission or negligence by a Third Party Provider, the Supplier’s aggregate liability to the Customer shall not exceed the total liability of such Third Party Provider (if any) to the Supplier in respect of such act, error, omission or negligence.
  1. DATA PROTECTION
  • The parties acknowledge that, where applicable in connection with the Services and/or Deliverables, for the purposes of the Data Protection Legislation, the Customer is the data controller and the Supplier is the data processor. The Special Terms set out the scope, nature and purpose of the processing by the Supplier, the duration of processing and the types of personal data and the categories of data subject.
  • Without prejudice to the generality of Condition 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 (as defined in the Data Protection Legislation) to the Supplier for the duration and purposes of the Agreement.
  • Without prejudice to the generality of Condition 11.1, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under the Contract:
  • process that Personal Data only on the written instructions of the Customer unless the Supplier is required by applicable laws to otherwise process that Personal Data. 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, 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);
  • ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
  • 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:
  • the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;
  • the Data Subject (as defined in the Data Protection Legislation) 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; and
  • 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.
  • The Supplier may transfer the Personal Data to a Third Party Provider as set out in the relevant Proposal Specification to provide the relevant Services and shall ensure that any agreement with a Third Party Provider includes terms that are substantially similar to those set out in this Clause 11.
  • For the purposes of this condition, “Personal Data”, “Data Controller”, “Data Processor” and “process” have the meanings as defined in the Data Protection Legislation.
  1. TERM AND TERMINATION
  • This Agreement shall commence on the Effective Date (notwithstanding the date or dates of execution hereof) and shall continue until the completion of all Services, or such other date to be agreed by the parties as set out in Part 3 of the Schedule, at which time this Agreement shall expire unless this Agreement is lawfully terminated beforehand in accordance with its terms.
  • Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Agreement without liability to the other if:
  • the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
  • the other party commits a material 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 30 days after being notified in writing to do so;
  • the other party 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;
  • 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 is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
  • 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 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 that other party 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;
  • 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 other party;
  • the holder of a qualifying floating charge over the assets of that other party 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;
  • 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 the other party’s assets and such attachment or process is not discharged within 14 days;
  • 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 Condition 12.2(d) to Condition 12.2(j) (inclusive);
  • there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).
  • The Supplier may, without prejudice to its other rights or remedies, terminate this Agreement immediately by notice to the Customer if the Customer undergoes a change of control within the meaning of section 1124 of the Corporation Tax Act 2010.
  • 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, including but not limited to, the following conditions which shall continue in force: Clause 1 (Interpretation), Clause 8 (Intellectual Property Rights), Clause 9 (Confidentiality), Clause 10 (Limitation of Liability), Clause 11 (Data Protection), Clauses 12.4 and 12.5, Clause 13.5 (Waiver), Clause 13.6 (Severance) and Clause 29 (Governing Law and Jurisdiction).
  • 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.
  • On termination or expiry of the Agreement for any reason the Supplier Licence granted in condition 8.4 shall terminate on the date of such termination or expiry of the Agreement.
  1. MISCELLANEOUS
  • Non-exclusive. This Agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.
  • Group sharing. The Customer acknowledges and agrees that no other member of the Customer Group may rely on or otherwise derive benefit from the performance by the Supplier of its duties at law and/or obligations under this Agreement. The Supplier shall be solely responsible to the Customer for fulfilment of its obligations under this Agreement. Except as otherwise expressly stated in this Agreement, it is not intended that any third party should have the right to enforce any provision of this Agreement.
  • The Supplier shall be entitled to amend these terms and conditions (and/or any of the policies referred to in these terms and conditions) by giving the Customer at least 30 days’ notice in writing (which notice may be given by email or by a notice on the Supplier’s website). The Customer’s continued use of the Services after the expiry of the notice period shall be treated as being the Customer’s acceptance of the amended terms and conditions or polices.
  • Force Majeure. The Supplier shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including 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 or telecommunications 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, provided that the Customer are notified of such an event and its expected duration.
  • A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given. Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.
  • If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
  • Entire agreement. This Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover. Each of the parties acknowledges and agree that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.
  • The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
  • No partnership or agency. Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
  • Import and Export Compliance. In connection with this Agreement, each party will comply with all applicable import, re-import, export, and re-export control laws and regulations. For clarity, the Customer is solely responsible for compliance related to the manner in which the Customer chooses to use the Services (including the jurisdiction from which the Customer uses the Services), including the Customer’s transfer and processing of the Customer’s data.
  • Notices Any notice given to a party under or in connection with this Agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day deliver at its registered office (if a company) or its principal place of business (in any other case).
  • Any notice shall be deemed to have been received:
  • if delivered by hand, on signature of a delivery receipt; or
  • 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.
  • Governing law and jurisdiction.  This Agreement is made under English law and the Customer agrees to the exclusive jurisdiction of the English courts to settle any dispute.  Notwithstanding the previous sentence, the Supplier will be free to take action against the Customer in the English courts or in the courts of any other country which has authority to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims)

PART 2 SPECIAL CONDITIONS

Details of any Additional Terms and Conditions

Any additional Terms and Conditions are found in the Proposal Specification.

  • GDPR PROCESSING BY THE SUPPLIER
  • SCOPE: The scope of the Supplier’s processing is only to the extent necessary to perform the Services in accordance with this Agreement.
  • NATURE: Incidental use arising from the Supplier’s performance of the Services, including where access to and analysis of the Customer’s systems and documentation is made available to the Supplier.
  • PURPOSE OF PROCESSING: The purpose of the data processing is the provision of the Services in accordance with this Agreement.
  • DURATION OF THE PROCESSING: The duration of the processing of personal data under this Agreement shall set out in the relevant Service & Deliverables Specification.
  • TYPES OF PERSONAL DATA: The personal data which is made available by the Customer to the Supplier in performance of the Services.
  • CATEGORIES OF DATA SUBJECT: The data subjects may include the Customer’s customers, employees and suppliers.

 

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