Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Charges: the charges payable by the Company for the supply of the Services by the Supplier, as set out in the Contract Details and Clause 5.
Conditions: these terms and conditions set out in clause 1 to clause 8 (inclusive).
Contract: the contract between the Customer and the Supplier for the supply of the Services in accordance with the Contract Details, these Term & Conditions of Business and any accompanying Invoice or Quotation.
Control: shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly.
Customer: The Company or Individual receiving the Services provided by the Supplier as per the agreed Invoice or Quotation
Services: the services to be provided to the Customer, by the Supplier, pursuant to the attached Quotation or Invoice.
Services Start Date: the date on which the Services started as stated in the attached Quotation or Invoice.
Services Expiry Date: the date on which the Services expire as stated in the attached Quotation or Invoice, or on such anniversary date if automatically renewed in accordance with clause 2.2.
Supplier: BLS COMPUTER SOLUTIONS LIMITED (Company No. 08395154) of Lynch Farm The Lynch, Kensworth, Dunstable, England, LU6 3QZ.
(a) A reference to a statute or statutory provision is a reference to it 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.
(b) 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.
(c) A reference to writing or written includes email.
2. COMMENCEMENT AND TERM
2.1 The Services shall commence on the Services Start Date and shall continue to the Services Expiry Date.
2.2 The Services shall automatically renew for a further period of the original term agreed on the Services Expiry Date (and on the anniversary of such Expiry Date thereafter), unless terminated earlier in accordance with these terms.
2.3 Services can continue, or be cancelled, independently of other Services provided by the Supplier, in accordance with these Terms & Conditions of Business.
3. SUPPLY OF SERVICES
3.1 The Supplier shall supply the Services to the Customer from the Services Start Date in accordance with the attached Quotation or Invoice and these Terms & Conditions of Business.
3.2 In supplying the Services, the Supplier shall:
(a) perform the Services with reasonable care and skill;
(b) use reasonable endeavours to perform the Services in accordance with the service description set out in the attached Quotation or Invoice; and
(c) comply with all applicable laws, statutes, regulations and codes from time to time in force
4. CUSTOMER’S OBLIGATIONS
4.1 The Customer shall:
(a) co-operate with the Supplier in all matters relating to the Services; and
(b) provide, in a timely manner, such information and instructions as the Supplier may require, and ensure that it is accurate in all material respects.
4.2 If the Supplier’s performance of its obligations under this agreement is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, the Supplier shall:
(a) not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay;
(b) be entitled to payment of the Charges despite any such prevention or delay; and
(c) be entitled to recover any additional costs, charges or losses the Supplier sustains or incurs that arise directly or indirectly from such prevention or delay.
5. CHARGES AND PAYMENT
5.1 In consideration for the provision of the Services, the Customer shall pay the Supplier the Charges in accordance with the attached Quotation or Invoice and this clause 5.
5.2 All amounts payable by the Customer exclude amounts in respect of value-added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.
5.3 The Charges are payable within 14 days of the invoice date.
5.4 Charges will be automatically taken via Direct Debit, unless prior agreement is made, in writing, between the Supplier and the Customer.
5.5 It is the Customer’s responsibility to ensure that funds are available in order that the Charges can be paid to the Supplier.
5.6 The Charges will be reviewed annually and a notice of any increase to the Charges will be given in writing. If the Charges increase by 5% or less per annum, then any notice to terminate must be given in accordance with clause 7.1. If the Charges are increased by more than 5% per annum then the Customer has the additional right to terminate as per clause 7.2.
5.7 If the Customer fails to make two consecutive payments that are due to the Supplier, under these Terms & Conditions of Business or any Invoice, then, without limiting the Supplier’s remedies under clause 7, the Supplier shall invoice the Customer for the Services up until the Services Expiry Date, but for which no invoice has been submitted, which shall be payable immediately on receipt.
5.8 The Supplier shall submit invoices for the Charges plus VAT if applicable to the Customer each calendar month, or annually (as applicable for each service) for accounting and VAT purposes. Each invoice shall include all reasonable supporting information required by the Customer.
5.9 If the Customer fails to make any payment due to the Supplier, under these Terms & Conditions of Business or any Invoice, by the due date for payment, then, without limiting the Supplier’s remedies under clause 7:
(a) the Customer shall pay interest on the overdue amount at the rate of 8% per annum above Barclays Bank PLC’s base rate from time to time (or such lesser amount as may be the maximum amount permitted by law). 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.
(b) the Supplier may suspend all Services until payment has been made in full.
5.10 All amounts due under these Terms & Conditions of Business or any Invoice, shall be paid by the Customer to the Supplier in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
6. LIMITATION OF LIABILITY
6.1 Nothing in these Terms & Conditions of Business shall limit or exclude the Supplier’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its personnel, agents or subcontractors;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
6.2 Subject to clause 6.1, the Supplier shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) any indirect or consequential loss.
6.3 Subject to clause 6.1, the Supplier’s total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms & Conditions of Business or any provision of Services to the Customer, shall be limited to £1,000,000 through the Supplier’s professional indemnity insurance, Royal & Sun Alliance Insurance Plc.
6.4 The conditions implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this agreement.
7.1 The Customer may terminate the Services by giving at least 60 days’ notice prior to the Services Expiry Date for each of the individual Services.
7.2 If a notice of more than a 5% per annum increase to Charges is received for the Services, the Customer may terminate those Services by giving at least 60 days’ notice to the Supplier by emailing their account manager or [email protected], to end on the Services Expiry Date. Where this is not possible, due to the Supplier providing notice of the increase to Charges with less than one month to the Services Expiry Date, the Customer has 14 days from receipt of such notice to terminate the Services with one month’s notice to the Supplier, by emailing their account manager or [email protected]
7.3 Without affecting any other right or remedy available to it, either party may terminate the Services with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of the Terms & Conditions of Business, which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 10 working days after being notified in writing to do so;
(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under these Terms & Conditions of Business or the attached Quotation or Invoice or these Terms & Conditions of Business or the attached Quotation or Invoice has been placed in jeopardy.
7.4 Without affecting any other right or remedy available to it, the Supplier may terminate the Services with immediate effect by giving written notice to the Customer if:
(a) the Customer fails to pay any amount due under these Terms & Conditions of Business, Invoice or Quotation on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment; or
(b) the Customer ceases to trade;
(c) a conflict of interest arises as a result of the Supplier providing Services to the Customer.
(d) For any other reason as required by the profession or other regulatory bodies.
7.5 On termination of the Services for whatever 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 may submit an invoice, which shall be payable immediately on receipt;
(b) termination of the Services shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of these Terms & Conditions of Business which existed at or before the date of termination; and
(c) any provision of these Terms & Conditions of Business that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
8.1 Force majeure. Neither party shall be in breach of these Terms & Conditions of Business nor liable for delay in performing, or failure to perform, any of its obligations under Terms & Conditions of Business if such delay or failure result from events, circumstances or causes beyond its reasonable control.
8.2 The Terms & Conditions of UKFast.Net Ltd are incorporated into the terms of these Terms & Conditions of Business, such terms can be found (currently) at https://www.ukfast.co.uk/terms/terms-and-conditions-5th-june-2018.html and may be amended from time to time.
8.3 Assignment and other dealings
(a) The Customer shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under these Terms & Conditions of Business without the Supplier’s prior written consent.
(b) The Supplier may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under these Terms & Conditions of Business.
(a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group to which the other party belongs, except as permitted by clause 8.4(b). For the purposes of this clause, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.
(b) Each party may disclose the other party’s confidential information:
(i) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under these Terms & Conditions of Business or in providing the Services. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 8.4; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) No party shall use any other party’s confidential information for any purpose other than to perform its obligations under these Terms & Conditions of Business or in providing the Services.
(d) The Customer agrees to keep these Terms & Conditions of Business and any attached Invoice or Quotation confidential, except where such disclosure is to HM Revenue & Customs, required by law or (where necessary or appropriate) to the Customer’s officers, employees or legal or professional advisers, provided that they agree to keep the terms of such these Terms & Conditions of Business, Invoice and Quotation confidential.
8.5 Entire agreement
Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms & Conditions of Business. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms & Conditions of Business.
8.6 Variation and Amendment
These Terms & Conditions of Business may be updated by the Supplier from time to time.
A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:
(a) waive that or any other right or remedy, or
(b) prevent or restrict the further exercise of that or any other right or remedy.
If any provision or part-provision of these Terms & Conditions of Business 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 these Terms & Conditions of Business.
(a) Any notice or other communication was given to a party under or in connection with these Terms & Conditions of Business or any attached Invoice or Quotation shall be in writing, addressed to that party at its registered office 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, or sent by pre-paid first class post or other next working day delivery service, commercial courier or email. Save for a cancellation notice which must be submitted to the Supplier by emailing their account manager or [email protected]
(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 8.9(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 email, one Business Day after transmission. A cancellation notice submitted to the Supplier by emailing their account manager or [email protected] shall be deemed to have been received at the date and time that the submission was made an recorded on the email received.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
8.10 Third party rights
No one other than a party to these Terms & Conditions of Business shall have any right to enforce any of its terms.
8.11 Governing law
These Terms & Conditions of Business, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms & Conditions of Business or its subject matter or formation.