Terms & Conditions of Service | Clocom

TERMS AND CONDITIONS FOR THE SUPPLY OF BUSINESS-TO-BUSINESS SERVICES

Updated: 8th July 2021

INTERPRETATION

1.1 Definitions. In these Conditions, the following definitions apply:

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

Charges: the charges payable by the Customer for the supply of the Goods and/or Services in accordance with clause 7.

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

Conditions/Terms and Conditions: these terms and conditions as amended from time to time in accordance with clause 14.7.

Contract: the contract between the Supplier and the Customer for the supply of Goods and/or Services in accordance with these Terms and Conditions.

Customer: the person, firm, registered business, sole trader or individual who purchases Goods and/or Services from the Supplier who is classified as a Business (on a Business-to-Business level) and not a consumer (on a Business-to-consumer level).

Deliverables: the deliverables set out in the Order produced by the Supplier for the Customer.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications 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.

Order: the Customer's order for Goods/Purchases and/or Services as set out in the “Checkout” page of The Website, or the Customer's written acceptance of the Supplier's quotation as the case may be.

Services: the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Specification.

Specification: the description or specification of the Goods and/or Services provided by the Supplier to the Customer in writing or via The Website.

Supplier: Clocom UK Ltd registered in England and Wales with company number 07081192

Supplier Materials: has the meaning set out in clause 6.1(f).

The Website: https://clocom.uk and all pages within the Fully Qualified Domain Name.

Goods: of a tangible and/or intangible nature are purchases which are made on a one-off payment basis.

WLR: Wholesale Line Rental means the copper based connectivity between the premises and the public telecommunications exchange. Also referred to as Line Rental.

Broadband: Connectivity between a premises and the public internet network.

VoIP: Voice over Internet Protocol is a telephony service provided over-the-top of an active internet connection.

Emergency Services: the United Kingdom Emergency services available via 999 or 112.

VoIP Extension: A VoIP enabled hardware or software device for making and receiving VoIP calls.

Self Install: the Customer is fully responsible for unpacking, connecting, powering, activating, turning on, turning off, rebooting, updating, installing, uninstalling all hardware and software either purchased and/or licenced from the Supplier or a third party.

Schedule Of Rates: a document containing the sales price of all goods, services and fees.

MFA: Multi Factor Authentication or Two (2) Factor Authentication includes but not limited to Google Authenticator app for generating a time limited access code.

Account Owner: The Customer login which originally created the account.

1.2 Construction. In these Conditions, the following rules apply:

(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

(b) a reference to a party includes its personal representatives successors or permitted assigns;

(c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

(d) any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

(e) a reference to writing or written includes faxes, e-mails and The Website.

2. BASIS OF CONTRACT

2.1 The Supplier provides the Customer with Business-to-Business Goods and/or Services

2.2 The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Terms and Conditions.

2.3 The Order shall only be deemed to be accepted when;

(a) the order has been processed successfully, including payment, via The Website. Or;

(b) the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence.

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

2.5 Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier's catalogues, brochures, online digital media and The Website are issued or published for the sole purpose of giving an approximate idea of the Goods and/or Services described in them. They shall not form part of the Contract or have any contractual force.

2.6 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.

2.7 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.

3. SUPPLY OF SERVICES

3.1 The Supplier shall supply the Services to the Customer in accordance with the Specification in all material respects.

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

3.3 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;

(i) where these changes are reactive, immediate or applied by law, the Supplier does not need to notify the Customer

(ii) where these changes are planned (i.e. planned maintenance) the Supplier will give the Customer as much notice as possible in writing.

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

3.5 The Customer may at any time request an upgrade, downgrade or change to an existing Service contract at which point the Supplier will inform the Customer in writing of any fees and Service contract duration changes which will be applied allowing the Customer to make their own informed decision on how to proceed.

4. TERMS OF SERVICES

4.1 If the Supplier or any of it’s third parties, agents, employees, suppliers or partners identify abuse, illegal, unfair, misuse, perversion or ill-treatment of the Suppliers Goods and/or Services this may result in one or more actions such as;

(a) services being temporarily or permanently suspended and/or terminated by the Supplier without notice;

(b) legal action against the Customer by the Supplier and/or third parties without notice;

(c) Customer’s information and/or data could be shared with legal agencies or government officials for the purposes of crime prevention, investigation and action without notice; in which case, no financial compensation or reimbursement will be given or returned to the Customer.

4.2 The Supplier shall use all reasonable endeavours to meet any Service Level Agreements (SLA) date and time windows but any such dates and times shall be estimates only and time shall not be of the essence for performance of the Services.

4.3 Certain Points of Presence (PoPs), servers, connections or the whole or part of the network may be closed down, temporarily disconnected or rebooted for routine repair or maintenance work. The Supplier or its authorised representative(s) shall give as much notice as in the circumstances is reasonable and the Supplier shall endeavour to carry out such works during the scheduled maintenance periods as published from time to time. Planned maintenance is available at https://clocom.uk/status

4.4 The Supplier may occasionally have to interrupt Services or change the technical specification of Services for operational reasons, because of an emergency or for legal reasons. The Supplier will give the Customer as much notice as possible of any planned interruption to the Customer's Services. In these circumstances the Customer shall have no claim against the Supplier for any such interruption.

4.5 WLR

(a) the Supplier cannot guarantee that the WLR Service will be free of faults, interruptions, timely or secure to the extent the Line Rental Service may be affected by circumstances that are beyond our control.

(b) certain services which are provided by Third Party Operators may not be compatible with the Line Rental Service provided to the Customer and or location of the WLR installation. The Customer should be aware that such services may be automatically removed from the line during set up and may no longer be available.

(c) In the circumstances of clause 4.3 the Customer shall have no claim against the Supplier.

(d) the Customer is responsible for notifying the Supplier of any faults with WLR Services and;

(i) the Customer is responsible for all charges that are incurred or the Supplier incurs on the Customers behalf in repairing fault(s) with the WLR Service unless the fault(s) are the result of any act or omission of the Supplier or a Third Party Operator or is due to fair wear and tear where applicable;

(ii) If the Supplier decides that an engineer should be sent to the location of the WLR installation in connection with a fault and an engineer(s) arrives within an agreed appointment time between the Customer and the Supplier, the Customer will incur an administration fee if the Customer is not available at the agreed time (referred to as “Aborted Visit Charge”)

(iii) If an engineer(s) attends a fault and decides the fault is with the equipment owned by the Customer then the Customer will be charged for any work carried out and the engineer may disconnect any equipment if deemed necessary.

(e) the Supplier shall be entitled to charge the Customer additional charges for;

(i) Internal Relocation - If the Customer wants to relocate the main phone socket from one room/floor to another within the same building.

(ii) Abortive Visit Charge - Abortive visits include attendance to incorrect addresses provided by the Customer, site does not meet requirements specified by a Third Party or the Customer is not available at the date and time agreed between the Customer and the Supplier.

(iii) Administration Charges - Where the Customer has provided or provides illegible, materially incomplete or incorrect details.

(iv) Reworking Charge - If the Customer consents to a Carrier engineer making good any existing non Carrier installed wiring to make it fit for installation of the Service.

(v) Order Cancellation - If the Customer requests the cancellation of the WLR Service five (5) or less days prior to the arranged installation date.

4.6 Broadband

(a) Broadband is provided with the descriptions and connectivity types of ADSL / ADSL(2+) / FTTC / FTTP / G. Fast / Mobile Broadband and not all broadband connectivity types are available at every address, postcode or geographic location. The connectivity types available are specified / stipulated by OpenReach (https://www.openreach.com/) where the connectivity type is not “Mobile Broadband” and is specified / stipulated by the mobile operators, EE (https://ee.co.uk/), O2 (https://www.o2.co.uk/), Three (http://www.three.co.uk/) and Vodafone (https://www.vodafone.co.uk/) for “Mobile Broadband”

(b) The Customer acknowledges that, by definition, access to the Internet and other communication media is associated with risks concerning authentication, data security, privacy, availability of services, reliability of transmission etc. The Customer agrees to accept full responsibility arising from such risks and the consequences of the Customers usage of the Suppliers Broadband Services herein.

(c) the Customer is responsible for notifying the Supplier of any faults with Broadband Services and;

(i) the Customer is responsible for all charges that are incurred or the Supplier incurs on the Customers behalf in repairing fault(s) with the Broadband Service unless the fault(s) are the result of any act or omission of the Supplier or a Third Party Operator or is due to fair wear and tear where applicable;

(ii) If the Supplier decides that an engineer should be sent to the location of the Broadband installation in connection with a fault and an engineer(s) arrives within an agreed appointment time between the Customer and the Supplier, the Customer will incur an administration fee if the Customer is not available at the agreed time (referred to as “Aborted Visit Charge”)

(iii) If an engineer(s) attends a fault and decides the fault is with the equipment owned by the Customer then the Customer will be charged for any work carried out and the engineer may disconnect any equipment if deemed necessary.

(f) the Supplier shall be entitled to charge the Customer additional charges for;

(i) Internal Relocation - If the Customer wants to relocate the main phone socket from one room/floor to another within the same building.

(ii) Abortive Visit Charge - Abortive visits include attendance to incorrect addresses provided by the Customer, site does not meet requirements specified by a Third Party or the Customer is not available at the date and time agreed between the Customer and the Supplier.

(iii) Administration Charges - Where the Customer has provided or provides illegible, materially incomplete or incorrect details.

(iv) Reworking Charge - If the Customer consents to a Carrier engineer making good any existing non Carrier installed wiring to make it fit for installation of the Service.

(v) Cessation of Service - Where the customer moves the associated WLR line to another provider, moves the Broadband Service to another LLU, Cable or other non-BT Wholesale service provider, cancels the WLR line, the Customer agrees to pay the Supplier the Cease Service fee as set out in the Suppliers Schedule of Rates which are subject to change from time to time and available on request in writing to support@clocom.uk.

(g) Connection speed for upload and download can vary depending on the number of devices connected to the Service at any one time, the time of day (peak and off-peak traffic), environmental conditions, other electronic devices near to the router/gateway as well as potential faults with the WLR line, Fibre connection, exchange for carriers. The Supplier will perform all necessary checks to ensure the delivery of the Service is the optimum speeds available based on these conditions.

4.7 VoIP

(a) the Service is provided over an unencrypted voice communication channel. The Supplier will use best endeavours to ensure the communication between the Suppliers Network and the rest of the world is as secure as possible. The Supplier cannot be held responsible for any interception of communication between the Supplier and the Customer and/or any third party. In the circumstances of this clause the Customer shall have no claim against the Supplier.

(b) the minimum bandwidth recommendation for VoIP calls is 3Mbps over a reliable internet connection.

(c) Phone Numbers are public facing for all to contact and;

(i) are allocated on a first-come first-served basis;

(ii) on the day of cancellation of a Phone Number, the phone number is available for purchase by any other Customer.

(d) All communications sent from our Service to the Customer via Telephone, Email, SMS and Email are not encrypted.

(e) the Customer is responsible for ensuring they abide by all laws and regulations when recording inbound or outbound calls to / from our Services. This may include (but not limited to) notifying the caller / called party by means of automated message(s) or an individual announcing that the and/or all inbound and/or outbound call(s) may, is, or will be recorded as well as the security and storage of any recordings that are downloaded from the Suppliers official web sources as set out in clause 6.1(k)

(f) the Customer can use the Service for contacting the Emergency Services from a VoIP Extension. The Emergency Services will see the caller identification number as the phone number that has been configured for the VoIP Extensions “Outbound Caller ID”. the Customer should;

(i) ensure the Emergency address associated with the VoIP Phone Number is at the correct address of the extension and;

(ii) ensure they have an alternative method of contacting the Emergency Services in the event of extension(s) being unable to communicate such as power outage or hardware failure and;

(iii) note the Supplier will update the Emergency Services with a change of address within 4 calendar weeks of the address changing and;

(iv) be aware any fines and/or fees from the misuse of the Emergency Services will be passed on to the Customer.

(g) the Customer must not;

(i) perform unsolicited calls of any type to any other number within the Suppliers VoIP Phone Number list

(ii) perform unsolicited calls of any type to any other extension number(s) outside of the Customers account

(iii) use the Suppliers Service to perform illegal, abusive, scam or fraudulent transactions

(h) the Supplier reserves the right to deem activity of the Customers calls, calling patterns, durations to be of legitimate purpose. In addition, the Supplier reserves the right to notify and/or suspended and/or terminate the Customers account and the Services within the account if the Supplier deems any use of Services to be illegitimate. In these circumstances the Customer shall have no claim against the Supplier.

(i) where requested, the Supplier will use best endeavours to complete a number port Order. The Customer must provide the Supplier with all necessary documentation (including but not limited to a Letter Of Authority) and evidence of number ownership (including but not limited to a recent bill/invoice from the current provider) before the port request has started as set out in clause 6.1(b). In the situations where a number port cannot be completed from another provider the Supplier will notify the customer in writing and;

(i) the Customer will be charged an administration fee of £15.00 (+ VAT) per number, if the details provided to the Supplier are incorrect, incomplete or missing and the Order will be closed. Or;

(ii) the Customer will not be charged any fee if the port has been rejected for any other reason and the Order will be closed.

(j) the Supplier reserves the right to divert inbound or outbound calls to a destination of the Supplier's choice should the account be suspended for any reason.

(k) faults and/or complaints should be reported to the Supplier via email to support@clocom.uk in the first instance.

(l) the Customer will be charged for any outbound calls and/or diverted calls to any external destination in line with our call charges schedule. Outbound and/or diverted calls are billed per second with a minimum of 60 seconds.

(m) the Supplier follows the Ofcom codes of practice and is registered with the Telecommunications Ombudsman (https://www.ombudsman-services.org/providers/clocom-uk-ltd )

4.8 Hosting

(a) Hosting is referred to as Web Hosting, Virtual Private Servers (VPS), Dedicated Servers for the purposes of uploading, downloading, storing and executing files, folders and scripts.

(b) the Supplier may, from time to time, validate the contents of websites, emails, storage folders, virtual private servers and dedicated servers to ensure the network and Service is free of viruses, malware, spyware, ransomware, any other “ware” content and phishing content.

(c) We do not permit the storage, transfer, transmit or production of content where it is deemed illegal by UK law or abusive. The Supplier and it’s authorised suppliers, agents, employees, partners and third parties reserve the right to deem content as illegal or abusive as they see fit.

(d) faults should be reported to the Supplier via email to support@clocom.uk in the first instance.

(e) where daily, weekly, monthly or annual backups are performed, these are stored securely and the Supplier will use best endeavours to restore data and/or information as at the time the backup was created.

4.9 Where any data, information or retention periods are amended, modified, changed or deleted whether it be requested from the Customer to the Supplier or performed by the Customer on The Website, it cannot be reversed, reinstated or restored.

4.10 The Customer confirms they have legitimate access and authority to order new, transfer, migrate, move, relocate and change any Services at locations specified in any Order to receive any Service in accordance with clause 6.1(e). Should the Customer change any specifications of the Order, additional charges may be incurred in accordance with clause 7.1(b)

4.11 Where any Service which has a contract duration longer than a month and/or 30 days;

(a) the Supplier will contact the Customer in writing 60 calendar days before the Service end date informing the Customer the Service will automatically move to the Supplier's monthly Contract from the Service Contract end date and;

(b) provide the Customer with their options and;

(c) inform the Customer of any fees and/or new monthly Contract prices.

5. HARDWARE

5.1 All hardware provided to the Customer from the Supplier is owned by the Supplier and is on-loan to the Customer at no extra cost, unless the Supplier has invoiced the Customer for the hardware and the outstanding balance has been paid in full, at which point, the Customer owns the hardware.

5.2 At the end of a Service Contract, the Customer is required to return any hardware relating to the Service back to the Supplier. Should the Supplier not receive the hardware back within 60 calendar days of the service terminating, the Supplier has the right to charge the customer for the hardware. The value of the hardware to be invoiced, is the value of the hardware as at the date of the original Order.

5.3 the Customer is responsible for completing all necessary Portable Appliance Testing (“PAT”) on hardware that is either on-loan to the Customer or has been purchased outright from the Supplier.

6. CUSTOMER'S OBLIGATIONS

6.1 The Customer shall:

(a) at all times;

(i) ensure that the terms of the Order and any information it provides in the Specification are complete and accurate, and;

(ii) ensure the Customer's information and data are maintained, complete and accurate within The Website

(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;

(d) provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;

(e) obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start and during the operation of the Service;

(f) 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

(g) abide to all laws and regulations applicable to and provided by the Services. The Customer shall be liable for all consequences and costs arising out of any breaches against such law or regulations perpetrated by the Customer, or under the Customer's direction or on the Customer's behalf;

(h) adhere to the Suppliers Fair Usage Policy (“FUP”).

(i) ensure that their login credentials (usernames, passwords, MFA devices and MFA recovery codes) for The Website and any Services remain secure. The Customer shall also ensure sessions on The Website are ended correctly on public and/or shared devices including personal devices where necessary, to prevent unauthorised access to the Customer's account, Service credentials, information, data and messages.

(j) use a browser which supports JavaScript when accessing and using The Website

(k) check all links, downloads, uploads, provided to/from the Supplier or any of the third party websites which the Supplier links to, either directly or indirectly, are free from viruses, malware, ransomware, technical bugs and meet all compliance and due-diligence requirements. The Customer shall have no claim against the Supplier and the Customer shall be liable for all consequences and costs arising out of these circumstances.

6.2 If the Supplier's performance of any of its obligations under the Contract 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 6.2; 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.

6.3 The Customer agrees that all activities and programmatic actions on The Website or Services which can be traced to its username and password are deemed as having been performed by the Customer itself and are legally binding.

7. CHARGES AND PAYMENT

7.1 The Charges and/or fees for the Goods and/or Services shall be on a time and materials basis:

(a) the Charges shall be calculated in accordance with the Supplier's standard purchase, daily, monthly or annual fee rates, as set out;

(i) in the written communication between the Supplier and the Customer, or;

(ii) within the Service page, the product view page or the checkout page of The Website, or;

(iii) the Schedule Of Rates which is available to the Customer by email request to support@clocom.uk

(b) the Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials.

(c) the Supplier shall be entitled to change the prices for Goods and/or Services as deemed necessary. Should such change effect The Customers fees for existing Services the Supplier will inform the Customer in writing at least 14 calendar days before the price change takes effect.

7.2 The Supplier shall invoice the Customer on;

(a) completion of the Services and/or;

(b) monthly in advance for the Services which are monthly and/or annually and;

(c) monthly in arrears for additional charges and;

(d) using the primary payment method on the account which, by default, is the debit / credit card used during the first Order with the Supplier

Example scenario (all prices in this example are subject to VAT): Customer orders £50 of purchases and £30 of monthly services and makes £1 of call charges on the 15th of a 30 day calendar month. (Payment via card) The customer is charged immediately for £65 (£50 + (£30 / 30 * 15)) for the purchase of goods and services in advance. The customer will then be charged £31 on the 1st of the next month for the services in advance (£30 + £1 additional call charges). (Payment via Direct Debit) The customer is charged on account for £65 (£50 + (£30 / 30 * 15)) for the purchase of goods and services in advance. The Customer will be charged £31 on the 1st of the next calendar month for the services in advance plus any additional call charges (£30 + £1) plus £65 for the amount due on account. The collection of £96 is processed via Direct Debit.

7.3 During any Order placed with the Supplier by debit / credit card the card details will be saved with “https://stripe.com” and referenced against the account with the Supplier for all future Charges. The first debit / credit card used for the account will become the primary payment method by default. The Customer can add new debit / credit cards and change the primary payment method within the “Billing” section of the account via The Website at any time.

7.4 The Customer shall pay, unless agreed otherwise between the Supplier and Customer in writing, each invoice submitted by the Supplier: (a) by Direct Debit where payment collection will be attempted as soon as possible from the bank account of the Customer on the 1st of each month; or (b) by Debit / Credit card where payment attempt will be made immediately as set out in clause 7.3; and (c) in full and in cleared funds to a bank account or payment service provider nominated by the Supplier, and time for payment shall be of the essence of the Contract.

7.5 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (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 at the same time as payment is due for the supply of the Services.

7.6 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 8% per cent per annum above The Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

7.7 The Customer shall pay all amounts due under the Contract in full without any setoff, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, 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.

7.8 Payments are marked against invoice(s) as “paid” on the date the payment method has been accepted. The invoice payment can be reversed and be due immediately should;

(a) A direct debit payment be reversed for any reason, or;

(b) A debit / credit card payment be reversed for any reason, or;

(c) A BACS / direct payment be reversed for any reason.

7.9 The Supplier will retry where possible as payment methods that have failed on the payment date. The retry can happen;

(a) each calendar day where the primary payment method is debit / credit card until the balance due has been cleared in full. Or;

(b) using GoCardless “intelligent retries” where the primary payment method is Direct Debit until the balance due has been cleared in full; before the 15th day of the month the invoice is due. If the Account Balance remains outstanding on the 15th at 01:00 (1am) UTC, services for the account will be suspended until the Account Balance has been paid in full via The Website.

7.10 The Customer is responsible for ensuring payment is cleared in full before the 15th.

7.11 Should the Customer hold account(s) that remain in arrears after the 15th day of the month the balance is due, the Supplier has the right to instruct it’s debt collection agency or agencies, at any time, with the Customers details (including but not limited to: full name, email address, contact numbers, physical addresses) and the account(s) details (including but not limited to; amount due, copies of invoices, statements, payment attempts, previous communication attempts) which remain overdue.

7.12 Any monies due to the Customer from the Supplier will be issued as a form of credit against the Customer's account on The Website. Any credits against the Customer's account will be used for the next Order the Customer places via The Website or used when the Customer is billed for their monthly Service charges on the 1st and;

(a) any requests from the Customer for credits against the account to be paid back to the Customer must be received by the Account Owner in writing to accounts@clocom.uk and;

(b) will be issued by cheque to the billing address held on the account and;

(c) within 14 calendar days from the date of request.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier unless agreed otherwise in writing between the parties.

8.2 The Customer acknowledges that, in respect of any third party Intellectual Property Rights, 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.

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

9. CONFIDENTIALITY

A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 9 shall survive termination of the Contract.

10. LIMITATION OF LIABILITY

10.1 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; or

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

10.2 Subject to clause 10.1:

(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 £1000.

10.3 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

10.4 This clause 10 shall survive termination of the Contract.

11. TERMINATION

11.1 Without limiting its other rights or remedies, either party may terminate the Contract by giving the other party 30 calendar days written notice. Such notice must be received by the Supplier at least 30 calendar days before the end date which is either;

(a) the Commencement Date PLUS the contract duration of any Service as set out in the Billing section of the Customers account, or

(b) agreed in writing between the Supplier and the Customer.

11.2 Without limiting its other rights or remedies, either 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 any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 calendar days of that party being notified in writing to do so;

(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 or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

(c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(e) the other party (being an individual) is the subject of a bankruptcy petition or order;

(f) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;

(g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);

(h) the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;

(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

(j) any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.2(b) to clause 11.2(i) (inclusive);

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

(l) the other party's financial position deteriorates to such an extent that in the Supplier's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or

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

11.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment and fails to pay all outstanding amounts within 14 days after being notified in writing to do so.

11.4 Without limiting its other rights or remedies, the Supplier may suspend provision of the Services under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 11.2(b)) to clause 11.2(m), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

11.5 the Customer may terminate any Services before the Service contract end date by giving the Supplier 30 days written notice or by instructing a third party to migrate, take over, manage the Service from the Supplier to a third party in which case the notice will be classified as given in writing when the Supplier receives introduction from the third parties. In such event, the Customer will be invoiced and required to pay the balance in full for the remainder of the Service contract as set out in clause 12.

12. CONSEQUENCES 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 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, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, 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 survive termination shall continue in full force and effect.

13. FORCE MAJEURE

13.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

13.2 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.

13.3 If the Force Majeure Event prevents the Supplier from providing any of the Services for more than 12 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.

14. GENERAL

14.1 Assignment and other dealings.

(a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.

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

14.2 Notices.

(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.

(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 14.2(a); 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; 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 or e-mail, one Business Day after transmission.

(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

14.3 Severance.

(a) If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

(b) If one party gives notice to the other of the possibility that any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

14.4 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

14.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

14.6 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.

14.7 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the Supplier.

14.8 Governing law. 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 the law of England and Wales.

14.9 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 Contract or its subject matter or formation (including noncontractual disputes or claims)

15. COMPETITIONS

(a) The Supplier may run competitions from time to time. The entry start date and end date will be displayed clearly on either the promotional material for the competition or via The Website when entering. Entries after the closing date will not be counted, but may still be charged where applicable.

(b) all input fields and/or questions for the entry to the competition are mandatory. Any fields ommited, left blank, invalid or incorrect will result in the entry being void;

(c) The Supplier has the final decision on the winner and;

(d) The winner ;

(i) will be notified by either direct communication from the Supplier if the entrant is already a Customer of the Supplier and the Supplier has been able to identify this or;

(ii) through direct message for the social media platform in which the entrant used to enter the competition and;

(iii) must answer, respond or acknowledge our communication within 72 hours of the Supplier communicating with the winner. At which point, if no communication has been successfully made with the winner / entrant, the Supplier reserves the right to either rollover the competition or select and/or announce a new winner.

(e) the Supplier will notify the winner by;

(i) communicating with the entrant via e-mail or;

(ii) sms or;

(iii) telephone or;

(iv) direct message via The Website or;

(v) a 3rd party messaging platform (for example, Facebook messenger)

(f) There is no cash alternative and cannot be exchanged or transferred to another provider, supplier, individual or business

(g) We may run such competitions on 3rd party platforms, websites or material. In these cases, the 3rd party is neither associated nor endorses, sponsors or administers the competitions run by the Supplier;

(h) only one entry per person and where the entry is performed on The Website this is one entry per user;

(i) competitions are for mainland United Kingdom only;

(j) verification of the competitions winner can be obtained by emailing support@clocom.uk with the subject “competition verification”

(k) postal entries will not be counted

Last updated: 5th March 2021

1. INTERPRETATION

1.1 Definitions. In these Conditions, the following definitions apply:

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 5.

Commencement Date: the date in which the user completes the registration / performs single sign-on (Via Facebook, LinkedIn and/or Google) to the suppliers portal.

Conditions: these terms and conditions as amended from time to time in accordance with clause 12.7.

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

Customer: the person or firm who purchases Services from the Supplier.

Deliverables: the deliverables set out in the Order produced by the Supplier for the Customer.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications 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.

Order: the Customer's order for Services as set out in the Contract Specifications within these terms, or the Customer's written acceptance of the Supplier's quotation as the case may be.

Services: the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Specification.

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

Supplier: Clocom UK Ltd registered in England and Wales with company number 07081192

Supplier Materials: has the meaning set out in clause 4.1(f).

1.2 Construction. In these Conditions, the following rules apply:

(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

(b) a reference to a party includes its personal representatives successors or permitted assigns;

(c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

(d) any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

(e) a reference to writing or written includes faxes and e-mails.

2. BASIS OF CONTRACT

2.1 The Order constitutes an offer by the Customer to purchase Services 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.

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

2.4 Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier's catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services 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 20 Business Days from its date of issue.

3. SUPPLY OF SERVICES

3.1 The Supplier shall supply the Services to the Customer in accordance with the Specification in all material respects.

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

3.3 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.

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

4. CUSTOMER'S OBLIGATIONS

4.1 The Customer shall:

     (a) ensure that the terms of the Order and any information it provides in the 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;

     (d) provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;

     (e) obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start;

     (f) 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

4.2 If the Supplier's performance of any of its obligations under the Contract 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 4.2; 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.

5. CHARGES AND PAYMENT

5.1 The Charges for the Services shall be on a time and materials basis:

     (a) the Charges shall be calculated in accordance with the Supplier's standard daily fee rates, as set out in the written communication between Clocom UK Ltd

     (b) the Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials.

5.2 The Supplier shall invoice the Customer on completion of the Services OR monthly in advance for the Services and monthly in arrears for additional charges.

5.3 The Customer shall pay, unless agreed otherwise between the Supplier and Customer in writing, each invoice submitted by the Supplier:

     (a) within 15 days of the date of the invoice; and

     (b) 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.

; 5.4 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (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 at the same time as payment is due for the supply of the Services.

5.5 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 8% per cent per annum above The Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

5.6 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, 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.

5.7 Payments are marked against invoice(s) as “paid” on the date the payment method has been accepted. The invoice payment can be reversed and be due immediately should;

     (a) A direct debit payment be reversed for any reason, or;

     (b) A debit / credit card payment be reversed for any reason, or;

     (c) A BACS / direct payment be reversed for any reason.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier unless agreed otherwise in writing between the parties.

6.2 The Customer acknowledges that, in respect of any third party Intellectual Property Rights, 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.

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

7. CONFIDENTIALITY

A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 7 shall survive termination of the Contract.

8. LIMITATION OF LIABILITY

8.1 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; or

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

8.2 Subject to clause 8.1:

     (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 £1000.

8.3 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

8.4 This clause 8 shall survive termination of the Contract.

9. TERMINATION

9.1 Without limiting its other rights or remedies, either party may terminate the Contract by giving the other party 1 months' written notice. Such notice must be received by the Supplier at least 1 calendar month before the end date which is either;

     (a) the Commencement Date PLUS the contract duration as set out in the Contract Specifications, or

     (b) as noted in the Specifications,

     (c) or agreed in writing between the Supplier and the Client.

9.2 Without limiting its other rights or remedies, either 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 any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;

     (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 or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

     (c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

     (d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

     (e) the other party (being an individual) is the subject of a bankruptcy petition or order;

     (f) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;

     (g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);

     (h) the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;

     (i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

     (j) any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 9.2(b) to clause 9.2(i) (inclusive);

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

     (l) the other party's financial position deteriorates to such an extent that in the Supplier's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or

     (m) 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.

9.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment and fails to pay all outstanding amounts within 14 days after being notified in writing to do so.

9.4 Without limiting its other rights or remedies, the Supplier may suspend provision of the Services under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 9.2(b)) to clause 9.2(m), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

10. CONSEQUENCES 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 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, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, 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 survive termination shall continue in full force and effect.

11. FORCE MAJEURE

11.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

11.2 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.

11.3 If the Force Majeure Event prevents the Supplier from providing any of the Services for more than 12 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.

12. GENERAL

12.1 Assignment and other dealings.

     (a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.

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

12.2 Notices.

     (a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.

     (b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 12.2(a); 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; 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 or e-mail, one Business Day after transmission.

     (c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

12.3 Severance.

     (a) If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

     (b) If one party gives notice to the other of the possibility that any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

12.4 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

12.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

12.6 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.

12.7 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the Supplier.

12.8 Governing law. 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 the law of England and Wales.

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