Business Mobiles
Terms & Conditions

1. Application and Interpretation

The following definitions and rules of interpretation apply to this Agreement.

1.1. Definitions: 

“Acceptable Use Policy” means the Supplier policy for the acceptable use of the Software and/or Services, the current version of which is available at https://cvdgroup.com/legal/, and which may be updated from time to time;

“Affiliate” means an entity that owns or controls, is owned or controlled by or is under common control or ownership with a Party from time to time, where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by agreement or otherwise;

“Agreement” means the Order, these terms and conditions (the “Terms and Conditions“) and the schedules (the “Schedules“) attached hereto;

“Agreement Date” means the date on which this Agreement becomes binding in accordance with clause 2.1;

“Commencement Date” means, in respect of Equipment and Software, the Agreement Date, and in respect of Services, the date on which each of the Services commence; “Confidential Information” means all confidential information (however recorded or preserved) disclosed by a Party or its employees, consultants, officers, representatives, advisers, agents or sub-contractors, involved in the provision or receipt of the Equipment, Software and/or Services (together, its “Representatives“) to the other Party or that Party’s Representatives in connection with this Agreement where information is either labelled as such or could reasonably be considered as confidential because of its nature and the manner of its disclosure; 

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly.

“Customer” means the company or other organisation identified in an Order;

“Customer Premises” means any premises controlled or operated by the Customer where Supplier shall be performing Services, or where Equipment, Software, and/or Services shall be delivered and/or used;

“Data Protection Legislation” means the Data Protection Act 2018, the UK GDPR, and any other applicable UK data protection legislation, each as amended, supplemented, or replaced from time to time;

“Early Termination Fees” means the costs and fees payable as set out in a Schedule for the early termination of a Service;

“Equipment” means equipment as listed in the Order;

“Fees” means any and all monies (excluding interest or penalties) payable by the Customer to Supplier pursuant to this Agreement;

“Good Industry Practice” means the standards which would reasonably and ordinarily be expected from a skilled and experienced provider of the same or similar Equipment, Software and/or Services under the same or similar circumstances;

“Intellectual Property Rights” means any rights, title and interest in patents, trade marks, service marks, trade and business names, domain names, rights in get-up, goodwill, rights in design, utility models, copyright and related rights, and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, know-how (including trade secrets and Confidential Information) 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; 

“Order” means the details of an order by the Customer for Equipment, Software and/or Services provided by or through Supplier on (i) an order form or schedule provided by Supplier and signed by Customer, or (ii) on Customer’s purchase order provided to and accepted by Supplier; “Scope of Work” means a description of Professional Services, explicitly referred to in an Order, which may be included in a high level design or proposal document;

“Service Description” means, where applicable, the service description document which describes the scope of the Services, which may be updated by the Supplier from time-to-time;

“Services” means the services to be delivered by Supplier under this Agreement, as set out in an Order, which may comprise:

• “Cloud Services” has the meaning set out in Schedule 2 (Software, Cloud Services and Managed Services);
• “Connectivity Services” has the meaning set out in Schedule 3 (Connectivity Services);
• “Managed Services” has the meaning set out in Schedule 2 (Software, Cloud Services and Managed Services;
• “Professional Services” means planning, installation, configuration, training, migration, exit and/or consulting as further described in Schedule 5 (Professional Services); and/or
• “Support” means maintenance and/or support in relation to Equipment, Software and/or Services, as further described in Schedule 4 (Support);

“Software” means computer application programs in object code form developed and owned by Supplier or its licensor(s) and licensed hereunder as listed in an Order; “Supplier” means Charterhouse Voice & Data Limited, with company number 02804354, and registered address at 14 New Street, London, EC2M 4TR, and “Pentesec” and

“Symity” are each trading names of Charterhouse Voice & Data Limited; 

“Term” means the term of this Agreement in accordance with clause 3;

“UK GDPR” has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018;

“Working Day” means any day, other than a Saturday, Sunday, or a bank holiday, where banks in London are open for business; and

“Working Hours” means the hours between 09:00 and 17:00 on Working Days.

1.2. Interpretation:

Unless the context otherwise requires: 

• Supplier and the Customer shall each be a “Party“, and together, the “Parties“, and references to a Party shall include its successors and permitted assigns;
• capitalised terms in Orders shall have the meaning as defined in this Agreement;

• words in the singular shall include the plural, and words in the plural shall include the singular;
• a reference to one gender shall include a reference to the other genders;
• a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
• any words following the terms include, including, in particular, for example, or any other similar expressions, shall be construed as illustrative and shall not limit the sense of the words, description, definition, or phrase preceding those terms;
• references to clauses and Schedules are to the clauses and Schedules of this Agreement, and references to paragraphs are to paragraphs of the relevant Schedule, but in each case, headings shall not affect the interpretation of this Agreement;
• A reference to a statute or statutory provision is a reference to it as amended, extended, or re-enacted from time to time, and includes all subordinate legislation made under

that legislative provision; and

• A reference to writing or written includes email.

1.3. Application of these Terms and Conditions: 

• These Terms and Conditions shall apply to and be incorporated into the Agreement and shall prevail over any inconsistent terms or conditions contained in, or referred to in, the Customer’s purchase order, confirmation of order, specification, or implied by law, trade custom, practice, or course of dealing; and
• No addition to, variation of, exclusion or attempted exclusion of any term of this Agreement shall be binding on Supplier unless in writing and signed by a duly authorised representative of Supplier.

2. Orders 

2.1. The submission by the Customer to Supplier of a signed Order constitutes an offer by the Customer to purchase the Equipment, Software and/or Services described in the Order, subject to this Agreement, and shall become binding on the Customer and Supplier when Supplier confirms acceptance in writing of the offer. 

2.2. Except as set out in this Agreement, an Order, once accepted, is non-cancellable. The Customer may cancel an Order prior to the Commencement Date subject to the payment of Early Termination Fees, equal to the total contract value for the Initial Term.

2.3. Upon acceptance of an Order, Supplier agrees to supply the Equipment, Software and/or Services contained in that Order to the Customer pursuant to this Agreement.

2.4. The quantity, quality, description and any specification for Equipment, Software and/or Services shall be as stated in an Order. All samples, drawings, descriptive matter, specifications and advertising issued by Supplier and any descriptions or illustrations contained in Supplier’s catalogues or brochures are issued or published for illustrative purposes only and will not form part of this Agreement.

2.5. Any quotation given by Supplier shall not constitute an offer, and is only valid for a period of thirty (30) days, or such other period set out thereon, from its date of issue. 

2.6. The applicable Schedules to these Terms and Conditions will apply where an Order includes Equipment, Software and/or Services to which those Schedules relate. 

2.7. Any delay or failure by Supplier to supply Equipment, Software and/or Services shall not entitle the Customer to terminate the Agreement for other Equipment, Software and/or Services.

2.8. Where an Order contains Equipment, Software and/or Services which is expressly intended to update, upgrade or replace any existing Equipment, Software and/or Services previously ordered by Customer from Supplier and still being delivered, that pre-existing Order shall remain in full force and effect until the Commencement Date. Unless expressly set out to the contrary in the Order, such Order shall not relieve the Customer of its requirement to pay any applicable Early Termination Fees. Where the new Order is delivered in phases, where there are several Commencement Dates in respect of the Equipment, Software and/or Services set out in the Order, or where such delivery is frustrated due to any failure of the Customer to comply with this Agreement, the Customer acknowledges and accepts that it will be liable for Fees in respect of the existing Order in addition to the Fees for the new Order until the final Commencement Date. 

2.9. The Customer is responsible for:

• checking and confirming prior to submitting an Order, the quantity, quality, description and any specification for Equipment, Software and/or Services, as stated therein; and
• giving Supplier any necessary information within a sufficient time to enable Supplier to deliver the Order.
  • Supplier reserves the right to make any changes in the specification of Equipment, Software and/or Services which are required to conform with any applicable legislation, or which do not materially affect their quality or performance.
  • Supplier has the right to cancel an Order in whole or in part without liability where Equipment, Software and/or Services outlined in an Order are to be acquired from third party suppliers and are either not available on reasonable commercial terms or are no longer readily available.

3. Term and Automatic Renewal

3.1. This Agreement shall commence on the Agreement Date and, unless otherwise set out in an Order, shall continue for the period up to the Commencement Date, and thereafter for thirty-six (36) months (the “Initial Term”).  

3.2. At the end of the Initial Term, save as set out at clause 3.3, this Agreement, and the Software and/or Services provided hereunder, shall automatically renew for successive twelve (12) month periods unless and until terminated in accordance with this Agreement pursuant to clause 11 (each an “Additional Term”, and the Initial Term plus any Additional Terms shall be the “Term”).  

3.3. In respect of Ofcom regulated Connectivity Services only, where the Customer is a “Small Business Customer” (as defined in s52(6) of The Communications Act 2003) after the Initial Term, Connectivity Services, shall continue on a rolling thirty (30) day basis, but all other Software and/or Services will automatically renew for successive twelve (12) month periods unless and until terminated in accordance with this Agreement.

4. Price and Payment

4.1. Unless otherwise stated in an Order or the applicable Schedule(s), Supplier shall invoice, and the Customer agrees to pay on the Commencement Date:

(a) for Equipment: in full; (b) for Software: in full;  (c) for Services: 

• Connectivity Services: by direct debit, monthly in advance (except WAN Services which shall be Quarterly in advance) for fixed charges and monthly in arrears for usage-based charges;
• Cloud Services: annually in advance;
• Managed Services: annually in advance;
• Professional Services: in full unless otherwise set out in a Scope of Work;
• Support: annually in advance; and

(d) for and for all other Fees, delivery, assessments, and expenses provided for under this Agreement: as performed and/or incurred.

4.2. Unless otherwise stated in an Order or the applicable Schedule(s), and subject to clause 4.11, Supplier shall invoice the Customer in advance of each Additional Term. 

4.3. Time is of the essence with regard to payment of Fees.

4.4. Fees are quoted in pounds sterling, exclusive of Value Added Tax and any other applicable taxes, which shall be paid by the Customer at the rate and in the manner for the time being described by law.

4.5. All invoices are payable within thirty (30) days of the date of the invoice. 

4.6. If the Customer fails to make any payment by the due date, then without prejudice to any other right or remedy, Supplier shall be entitled to:

• Suspend or terminate this Agreement in accordance with clause 11;
• charge the Customer storage fees for any Equipment which has not been delivered or collected;
• appropriate any payment made by the Customer to such of the Equipment or Services under this Agreement, as Supplier thinks fit;
• charge interest on the amount outstanding from the due date to the date of receipt by Supplier, at the annual rate of 4% above the base lending rate from time to time of Barclays Bank Plc, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment; and/or
• recover reasonable costs of collection resulting from the Customer’s failure to pay any amounts due hereunder.
  • Where applicable, Supplier shall invoice Early Termination Fees upon such Fees arising. The Parties agree that Early Termination Fees are a reasonable estimate of anticipated actual loss and not a penalty.
  • Invoices in relation to Connectivity Services and Cloud Services are payable by direct debit. If the Customer doesn’t pay by direct debit or cancels an active direct debit instruction, an additional administration fee of £20 (or such other amount as may be notified to the Customer by Supplier from time to time) will be added to each invoice until a direct debit instruction is activated or reinstated. Supplier may at any point during the Term request, and the Customer will promptly provide, verification of the Customer’s banking information in order to confirm the direct debit instruction(s).
  • The Customer shall pay all sums due under this Agreement without any discount, deduction, set-off or abatement whatsoever.
  • Supplier reserves the right by giving notice to the Customer at any time before delivery or collection to increase the price of Equipment and/or Software to reflect any increase in the cost to Supplier which is due to any circumstances beyond the control of Supplier (including the price charged by Supplier’s suppliers; a change in applicable laws; any foreign exchange fluctuation; an alteration of duties; an increase in the cost of labour, materials, or other costs of manufacturers) or any change or omission in instructions from the Customer.
  • Subject to clause 4.12, except where an Order explicitly notes that fees are fixed for the Initial Term, the Supplier shall be entitled to increase the Fees annually. Any increase in Fees will be an amount not to exceed the greater of:
• the increase in Retail Price Index (RPI);
• 10% of the Fees at the time of the increase; or
• any increase applied by a relevant third party supplier related to the Services.

4.12. Notwithstanding any fixed Fees noted on the Order, at any point during the Initial Term, Supplier may:

• increase the Fees to reflect a price increase which has been applied by a relevant third party supplier;
• increase Fees in relation to Support Services and Managed Services annually by an amount not to exceed the increase in the UK Retail Price Index (RPI); and/or
• amend any rate card, including applying increases to the rates, associated with chargeable usage of the Equipment, Software and/or Services beyond the inclusive usage which is expressly included in the Equipment, Software and/or Services.
  • The Customer agrees that any such increases outlined in clauses 4.11 and 4.12 by Supplier is reasonable and will not entitle the Customer to terminate the Agreement, provided the Customer’s termination rights set out in clause 11 are unaffected. Where the increase is greater than 10%, Supplier will give at least ten (10) Working Days’ notice to the Customer.
  • In the event of any invoice being disputed, the Customer shall advise Supplier in writing before the due date and invoke the Dispute Resolution Procedure in accordance with clause 14. The Customer shall pay any undisputed amount by the due date.
  • All payments payable to Supplier under this Agreement shall become due immediately upon termination of this Agreement.
  • It is the Customer’s responsibility to promptly inform the Supplier (by email to billing@cvdgroup.com) of any change to the email address for receipt of invoices.

5. Delivery of Equipment and Software

5.1. Where Equipment is included in an Order, Schedule 1 (Equipment), shall apply, and includes provisions in respect of delivery, the transfer of risk and title, installation (if forming part of the Order) and other terms relating to Equipment.

5.2. Where Support in respect of Equipment is included in an Order, Customer shall, in accordance with the terms of Schedule 4 (Support), have access to support through Supplier’s standard telephone, email and web support services.

5.3. Where Software is included in an Order, Schedule 2

(Software, Cloud Services and Managed Services) shall apply, and includes provisions in relation to delivery. In addition, title and ownership of Software is set out in clause 10.

6. Delivery of Services

6.1. Where Cloud Services and/or Managed Services are included in an Order, Schedule 2 (Software, Cloud Services and Managed Services) shall apply. 

6.2. Where Connectivity Services are included in an Order, Schedule 3 (Connectivity Services) shall apply.

6.3. Where Support in respect of Equipment, Software and/or Services is included in an Order, Customer shall, in accordance with the terms of Schedule 4 (Support), have access to support through Supplier’s standard telephone, email and web support services.

6.4. Where Professional Services are included in an Order, Schedule 5 (Professional Services) shall apply.

6.5. Customer may request that Supplier performs additional services outside the scope of the agreed Services, and the Customer agrees to pay Fees for those additional services at Supplier’s then current rates, unless such additional services is set out in an Order or change request together with the applicable Fees.

7. Customer Obligations

7.1. The Customer:

• shall provide all necessary information, access, workspace, computing resources, and other services and support materials as reasonably required by Supplier to perform its duties in a timely manner;
• shall obtain and maintain all necessary licences, consents and permissions necessary for Supplier, its contractors and its agents to perform their obligations under the Agreement;
• is solely responsible for maintaining its own computing environment for the access to and use of the Equipment, Software and/or Services, and such computing environment meets the then-current minimum requirements for the applicable Equipment, Software and/or Services;
• shall be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing adequate network connections and telecommunications required to use Equipment, Software and/or Services, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet;
• shall nominate an appropriately skilled and knowledgeable contact person or project manager (where appropriate) who shall be available to liaise with and respond to queries from Supplier, and shall provide all necessary personnel as reasonably required by Supplier to perform its duties in a timely manner;
• shall comply with any additional obligations as set out in the applicable Schedules;
• shall use the Equipment, Software and/or Services in accordance with the Acceptable Use Policy, and in particular will not: (i) send, communicate, knowingly receive, upload, download or use any material or make any calls or communications that are offensive, abusive, indecent, defamatory, obscene, menacing, cause annoyance, inconvenience, needless anxiety or are intended to deceive ;(ii) download, possess or transmit in any way, illegal material; (iii) engage in criminal, illegal or unlawful activities; (iv) violate or infringe the rights or property of any person; including rights of copyright and any other Intellectual Property Rights; (v) intentionally impair or attempt to impair, without authorisation, the operation of any computer, prevent or hinder access to any program or data held in any computer or to impair the operation of any such program or the reliability of any such data; or (vi) artificially inflate traffic, send, communicate, knowingly receive, upload or download data or make calls or send texts or other messages in such a way or in such amount that Customer knows or ought reasonably to know will have a material adverse effect on the underlying infrastructure or affect other customers;
• shall ensure that the Customer’s authorised users of the Services, use the Services in accordance with the terms and conditions of this Agreement, and the Customer shall be responsible for any breach of this Agreement by any of its authorised users of the Services;
• through the use of the Services will provide Supplier with information and data, title to which shall remain vested in the Customer (or its licensors), and the Customer warrants, represents and undertakes that it has all necessary rights and licences to use and transmit over the internet or other media to Supplier all information and data which will be subject to the Services and hereby grants Supplier a nonexclusive licence to use such information and data for the purposes of performing the Services;
• shall notify Supplier in writing if it undergoes a change of Control within thirty (30) days of the change of Control; and
• shall comply with all applicable laws and regulations including health and safety laws and Data Protection Legislation.
  • The Customer agrees to indemnify and hold Supplier harmless in respect of any costs, charges, damages, losses, expenses or other liability incurred by Supplier as a result of any breach by the Customer or failure to comply with the provisions of clause 7.1.
  • The Customer shall maintain comprehensive insurance cover, and provide evidence of such insurance upon Supplier’s request, including:
• general liability insurance covering public liability, employer’s liability, professional indemnity, personal injury or death and property damage insurance with a combined single limit of at least two (2) million pounds sterling per occurrence; and
• insurance covering Equipment leased or used by the Customer, and equipment used to access Software and/or Services, against loss or physical damage.

7.4. Where Supplier’s delivery of Equipment, Software and/or Services, or performance of installation is delayed, prevented or rendered more difficult by any act or omission of the Customer, a person acting on behalf of the Customer or any third party not acting on behalf of Supplier:

• this shall not be deemed a breach of this Agreement by Supplier;
• Supplier may adjust any agreed timetable or delivery schedule as is reasonably necessary;
• the Customer shall reimburse Supplier for all costs and losses (including idle time or supplier costs and charges) incurred by Supplier resulting therefrom;
• this shall not relieve the Customer of their obligations of payment of Fees, and where an agreed milestone is the completion of delivery and/or installation (in whole or in part), this milestone shall be deemed triggered at the point where these circumstances arise; and
• Supplier shall not be liable for any costs, charges or losses whatsoever sustained or incurred by the Customer that arise therefrom.

8. Warranties

8.1. Each party warrants that it:

• has the legal capacity and authority to enter into this Agreement; and
• will comply with all applicable laws.

8.2. The Customer warrants that it shall: 

• at all times comply with all applicable laws and regulations with respect to its activities under this Agreement and in connection with any part of the Software or Services;
• take all reasonable steps not to introduce any virus or vulnerability to the Software, Services or to Supplier’s network and information systems; and
• indemnify Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Supplier arising out of any non-compliance by the Customer with this clause 8.2.
  • Save as set out at Section 8.6, Supplier warrants that it will perform the Services with reasonable care and skill and in accordance with Good Industry Practice. Any alleged breach of this warranty must be reported to Supplier promptly and in any event within five (5) Working Days of the performance of the relevant Professional Services. Supplier’s sole liability and the Customer’s exclusive remedy shall be for Supplier, at its sole option and expense, to either re-perform the Services within a reasonable time to cure the alleged breach or to refund to the Customer fees paid in respect of the breaching Services.
  • Equipment, including any Software attaching thereto, parts or materials, is not manufactured or warranted by Supplier and is supplied ‘as is’. The Customer shall only be entitled to the benefit of any rights of return, warranty or guarantee:
• as Supplier is able to pass on from its supplier;
• as may be offered to the Customer directly by a subcontractor; or
• as may be expressly agreed between Supplier and the Customer.
  • Warranties and remedies stated in this Agreement shall be the Customer’s exclusive warranties and remedies and replace all other warranties or conditions, express or implied, including, but not limited to, any implied warranties or conditions of satisfactory quality, title and fitness for a particular purpose to the fullest extent permitted by law. Supplier does not warrant that Equipment, Software or Services will meet the Customer’s requirements, that all faults will be fixed or that the use of Equipment, Software or Services will be uninterrupted or error-free.
  • Clause 8.3 shall not apply to any beta, pilot, trial subscriptions, demonstrations, non-production environments, or other form of proof of concept, each of which are provided ‘as is’ and without warranty of any kind.

9. Data Processing  

9.1. Both Parties will comply with all applicable requirements of Data Protection Legislation. 

9.2. Where in the context of delivering the Services Supplier is a Data Processor for the Customer, then Supplier shall Process such Customer Personal Data in accordance with the Supplier Data Processing Agreement at https://cvdgroup.com/legal/. 

10. Proprietary Rights

10.1. The Customer acknowledges and agrees that, as between the parties, Supplier and/or its licensors own all Intellectual Property Rights in the Equipment, Software and/or Services and in all other materials connected with the Software and the Services and/or developed or produced in connection with this Agreement by Supplier, its officers, employees, sub-contractors or agents. Except as expressly stated in this Agreement, this Agreement does not grant the Customer any rights to such Intellectual Property Rights.

10.2. Supplier grants to the Customer a perpetual (for the term of this Agreement and thereafter), irrevocable, sublicensable, non-transferable, non-exclusive, royalty-free, worldwide licence to use Supplier’s Intellectual Property Rights as incorporated by Supplier into the Software and the Services solely in connection with the Customer’s use of the Software and the Services in accordance with this Agreement.

10.3. The Customer shall use reasonable endeavours to prevent any infringement of Supplier’s Intellectual Property Rights in the Software and Services and shall promptly report to the Supplier any such infringement that comes to its attention. 

10.4.  It is the Customer’s sole responsibility at its sole cost to comply with any terms and conditions of any licence attaching to the Software supplied or made available by Supplier or included with the Equipment. The Customer’s failure to comply with such terms could result in the Customer being refused a software licence or having it revoked by the owner of the Intellectual Property Rights, notwithstanding other remedies included in the relevant licence or by law.

10.5. The Customer grants to Supplier a revocable, sublicensable, non-transferable, non-exclusive, royalty-free, worldwide limited licence for the term of this Agreement to use, exploit, copy, reproduce, manufacture, sub-license, modify, improve, enhance and make derivative works of the Customer’s Intellectual Property Rights and the Services solely to the extent necessary to enable the Supplier to comply with its obligations under this Agreement. 

10.6. The Customer agrees to indemnify and hold Supplier harmless in respect of any costs, charges, damages, losses, expenses or other liability incurred by Supplier as a result of any breach by the Customer of any applicable third party licence terms and conditions or failure to comply with the provisions of this clause 10. 

10.7. The Customer agrees that any liability regarding breach of Intellectual Property Rights in the Equipment, Software and/or Services originating from a third party shall be subject solely to the terms offered by such third party and that Supplier shall have no liability to the Customer for third party Intellectual Property Rights infringement claims in respect of such Equipment, Software and/or Services.

10.8. Supplier shall have no liability for Professional Services performed in relation to Software in accordance with the Customer’s specific instructions. Further, in the event of a third party claim being made or suspected against Supplier or the Customer, Supplier shall have the right at its sole option and expense to either:

• modify or re-perform the Services so that they are noninfringing; or
• terminate the Customer’s right to use the relevant Services and refund the prorated fees paid in respect thereof.

10.9. This clause 10 states Supplier’s sole obligations and the Customer’s sole remedies with respect to Intellectual Property Rights infringement claims against the Customer.

11. Termination and Suspension

11.1. Either Party may terminate this Agreement immediately on giving written notice to the other if the other Party:

• commits any material breach of this Agreement which, in the case of a breach capable of being remedied is not so remedied within thirty (30) days of a written request to do so, or for such longer period (up to a maximum of ninety (90) days) Supplier may reasonably require if remediation requires the assistance of a third party.
• has a receiver or administrative receiver or trustee in bankruptcy appointed, passes a resolution for winding up, has a winding order made against it (other than amalgamation or reconstruction) or commits or is adjudicated bankrupt;
• 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; or

• ceases or threatens to cease to carry on business.

Customer Cancellation

11.2. The Customer may terminate this Agreement or a Service in whole or in part:

• for convenience at any time during the current Term by emailing accounts@pioneer-solutions.co.uk with clear cancellation instructions identifying the applicable Service(s) subject to the payment of the Early Termination Fees; or
• with effect from the end of the current Term by at least ninety (90) days prior to the renewal date emailing accounts@pioneer-solutions.co.uk with clear cancellation instructions identifying the applicable Service(s).

Customer Migrations to an Alternative Supplier

11.3. Where the Customer serves notice to cancel a Service pursuant to either clause 11.2(a) or 11.2(b), and the Customer intends to migrate or port Services to an alternative supplier, the Customer is responsible for arranging such migration prior to the expiry of the applicable notice period, otherwise such Services will cease at the expiry of the notice period. Any Customer request for  continued provision of Services beyond the notice period to facilitate such migration is conditioned upon Customer payment of Fees up to the actual date of migration, plus ninety (90) days.  

Supplier Cancellation

11.4. Supplier may terminate this Agreement in whole or in part:

• immediately on giving written notice to the Customer if the Customer fails to pay on its due date any sum under this Agreement;
• immediately on giving written notice to the Customer if the Customer breaches the Acceptable Use Policy or end user licence agreement (if applicable);
• immediately on giving written notice to the Customer in the event that Supplier or its suppliers is ordered by any government, regulatory or other competent authority to cease providing the Services, or has any required licence, permit or approval revoked;
• in the event of any change of Control of the Customer; and
• with effect from the end of the current Term by giving ninety (90) days’ written notice to the Customer of its intention not to renew prior to the renewal date for an Additional Term;
• for convenience at any time on ninety (90) days’ prior written notice, in which event the Customer shall be liable to pay Fees up to the date of such termination.

11.5. Supplier may limit or suspend with immediate effect the provision of the Equipment, Software and/or Services in whole or in part if: 

• the Customer fails to pay on its due date any sum under this Agreement;
• in Supplier’s reasonable opinion, the Customer is using the Services for a fraudulent or other illegal purpose, or if the supply or use of the Equipment, Software and/or Services is likely to become illegal or unlawful;
• immediately on giving written notice to the Customer if the Customer breaches the Acceptable Use Policy or end user licence agreement (if applicable);
• the Customer consumes the Services in an amount that materially exceeds the credit limit;
• in Supplier’s reasonable opinion, the provision of Equipment, Software and/or Services is likely to cause death or personal injury or damage to property; or
• the circumstances set out in an applicable Schedule apply.

12. Effects of Termination

12.1. On termination of the Agreement, or any part thereof:

• the Customer shall immediately pay to Supplier all of Supplier’s outstanding unpaid invoices and interest, and in respect of Equipment, Software and/or Services supplied, or committed to be supplied, but for which no invoice has been submitted, Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
• the Customer shall immediately pay to Supplier Early Termination Fees if applicable; and
• the Customer shall promptly return all of the Equipment, Software and/or materials which have not been fully paid for or which are only leased or provided to the Customer for the Term, and where Customer fails to promptly return such Equipment, Software and/or materials, Supplier may either, at its sole discretion (i) enter the Customer Premises and recover the same, and the Customer hereby irrevocably licenses Supplier, its employees and agents to enter Customer Premises for that purpose, or (ii) charge the Customer for any Equipment not returned based on the replacement cost;
  • Termination of a Service will not affect any other Service which will continue to be in full force and effect and subject to this Agreement.
  • Termination shall not affect the accrued rights or liabilities of either Party.
  • Any provisions of this Agreement which expressly or by implication would survive termination shall so survive in full force and effect.
  • Termination of this Agreement shall discharge Supplier from liability for further performance of this Agreement.

13. Exclusions and Limitations of Liabilities

13.1. This clause shall survive and continue in full force and effect despite any failure of essential purpose, consideration, or of an exclusive remedy. Except as agreed otherwise in this Agreement, this clause sets out the entire financial liability of Supplier (including 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 Equipment, Software and/or Services, or any part of them; and
• any representation, misrepresentation (whether innocent or negligent) statement or tortious act or omission (including negligence), breach of statutory duty or otherwise, arising under or in connection with the Agreement.

13.2. Notwithstanding any provision to the contrary in this Agreement, neither Party limits nor excludes its liability to the other Party in respect of:

• death or personal injury resulting from its negligence;
• fraud or statements made fraudulently;
• liability for Early Termination Fees; or
• any other liability which cannot be limited or excluded by applicable law.
  • Subject to clause 13.2, Supplier shall have no liability to the Customer for any: loss of profits; loss of revenue; loss of goodwill; loss of contracts; loss of business use; loss of anticipated savings; loss of or corruption to data; cost of procuring substitute services; wasted expenditure; loss or damage suffered as a result of an action brought by a third party; or indirect, special or consequential losses, even if such loss was reasonably foreseeable or if Supplier had been advised of the possibility of the Customer incurring the same.
  • Supplier’s liability for damage to the Customer’s tangible personal or real property caused by its negligence shall not exceed up to, in aggregate, one million pounds sterling (£1,000,000) per event or series of related events.
  • Subject at all times to the provisions of clauses 13.2-13.4 and any other exclusion or limitation of liability that may be stated in this Agreement and/or an applicable Schedule, Supplier’s entire liability to the Customer in respect of any breach of Supplier’s contractual obligations arising under this Agreement or any representation, statement or tortious act or omission including negligence arising under or in connection with this Agreement shall not exceed the lower of: (i) 100% of the Fees payable by the Customer to Supplier in respect of the affected Equipment, Software and/or Services in the twelve (12) months preceding the breach, or (ii) one hundred thousand pounds sterling (£100,000).
  • The conditions 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 this Agreement.
  • Where Supplier offers service credits in respect of the Services, service credits shall be a sole and exclusive remedy in the event of any failure to meet the service levels. Where there is specified service credit, Supplier’s liability for any interruption, error or delay related to Services is limited to an amount equal to the pro-rated fees for the affected Services for the period of the interruption, error or delay.

14. Dispute Resolution Procedure

14.1.  If a dispute arises out of or in connection with this Agreement (“Dispute“) except as expressly provided in this Agreement the parties shall follow the procedure set out in this clause (the “Dispute Resolution Procedure“).

14.2. The Customer or Supplier shall be entitled to call a meeting with the other Party by written notice of at least five (5) Working Days (or earlier with the other Party’s agreement) in the event that the Party considers that a Dispute has arisen. A representative of each Party shall attend such meeting and the Parties will use all reasonable endeavours to resolve the Dispute.

14.3. If such meeting fails to resolve a Dispute within five (5) Working Days of the referral of the Dispute to it, the Dispute Resolution Procedure shall be deemed exhausted in respect 15.5. of the Dispute.

14.4. Neither Party will be entitled to commence legal proceedings in connection with any such Dispute until fifteen (15) Working Days after the Dispute Resolution Procedure is deemed to be exhausted in respect of such dispute provided that the right to issue proceedings is not prejudiced by a delay.

14.5. Notwithstanding the other provisions of this clause, a Party is in any event entitled to apply for injunctive relief in the 15.6. case of breach or threatened breach of confidentiality, infringement or threatened infringement of its Intellectual Property Rights or those of a third party.

15. General

15.1. Invalidity and Severability. If any provision or part-provision of this Agreement 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 Agreement shall not affect the validity and enforceability of the rest of this Agreement.

15.2. Force Majeure. Neither Party shall have any liability to the other Party 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, (“Force Majeure”) including:

• an act of God, fire, flood, storm, severe weather conditions or other natural event;
• war, terrorist action, act of violence, hostilities, revolution, riots or civil disorder;
• epidemic or pandemic;
• any destruction, breakdown (whether permanent or temporary) or malfunction of, or damage to any premises, ^(f) plant equipment or materials (including, without limitation, any computer hardware or software or any 
• records including any bugs in operating software, viruses, corrupt data or back-up failures);
• failure or fluctuations of electric power, air conditioning, humidity control or other environmental conditions;
• the introduction of, or any amendment to, a law or regulation, or any change in the interpretation or application of any such law or regulation by a competent authority; ^9.
• any strike, lock-out or other industrial action;
• any obstruction of any public or private highway or any event which restricts access to relevant premises; or
• insolvency or similar business failure of, a third party, including an agent or sub-contractor.

15.3 No Partnership/Agency. Nothing in this Agreement is intended to, nor shall operate to, create a partnership between the Parties, or to authorise either Party to act as agent for the other, and neither Party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including without limitation the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).