General Terms and Conditions

For managed service agreements and equipment sales.

Version 1.1, based on version 1.0 of 20 March 2025. maizymoo Limited, company number 06638104.

Last updated: 12 November 2026

1 Interpretation

The following definitions and rules of interpretation apply in these conditions.

1.1 Definitions

Business Day:
a day other than a Saturday, Sunday or public holiday in England.

Client:
the person or firm who purchases the Services and/or Equipment from the Service Provider.

Commencement Date:
has the meaning given in clause 2.2.

Conditions:
these terms and conditions as amended from time to time in accordance with clause 17.8.

Contract:
the contract between the Service Provider and the Client for the supply of Equipment and/or Services in accordance with the following:

(a) the Conditions; and

(b) any Managed Services Agreement; and

Control:
shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

DPA:
means the Data Protection Act 2018 (2018 c.12).

Controller, Processor, Data Subject and Personal Data, Sensitive Data, processing and appropriate technical and organisational measures shall have the meanings given to them in the DPA.

Data Protection Laws:
means:

(a) the GDPR;

(b) the DPA; and

Data Security Breach:
a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Protected Data.

Deliverables:
the deliverables set out in the Service Request produced by the Service Provider for the Client.

Delivery Location:
has the meaning given in clause 5.2.

Equipment:
the Equipment (or any part of it) set out in the Service Request.

Equipment Specification:
any specification for the Equipment, including any relevant plans or drawings, that is agreed in writing by the Client and the Service Provider.

Force Majeure Event:
has the meaning given to it in clause 16.

GDPR:
the UK GDPR, being the General Data Protection Regulation (EU) 2016/679 as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018, as amended from time to time and, where it applies, the General Data Protection Regulation (EU) 2016/679.

Intellectual Property Rights:
patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), 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.

Managed Services Agreement:
an agreement for the provision of managed services provided in writing by the Service Provider to the Client.

Minimum Cancellation Notice Period:
The minimum period of notice that the Client must give to the Service Provider to terminate the Services or any part of them or this Contract.

Protected Data:
Personal Data received from or on behalf of the Client in connection with the performance of the Service Provider's obligations under the Contract.

Representatives:
in relation to the Service Provider its officers, employees, professional advisers, consultants and contractors that need to know the Confidential Information to enable the Service Provider to comply with the terms of the Contract.

Restricted Person:
any person employed or engaged by the Service Provider during the term of the Contract who has been engaged in the provision of the Services or the management of the Contract either as principal, agent, employee, independent contractor or in any other form of employment or engagement.

Service Fee:
the fee payable by the Client to the Service Provider for the Services, which is made up of the Subscription Fee and any applicable Usage Fee.

Service Provider:
maizymoo Limited.
Company registration: 06638104 (registered in England and Wales).
Registered Office: Office 20, Cp House, Otterspool Way, Watford, Hertfordshire, England, WD25 8HR.

Service Request:
The Client's request for the supply of Equipment and/or Services.

Services:
the services, including the Deliverables, supplied by the Service Provider to the Client as set out in the Service Specification.

Specific Terms and Conditions:
the Service Provider’s specific terms and conditions (if any) applicable to the Services (or any part of them) referred to in the Service Request.

Subscription Fee:
the regular part of the Service Fee.

Supervisory Authority:
any regulator, authority or body responsible for administering Data Protection Laws.

Usage Fee:
the variable part of the Service Fee based on actual Usage for a period.

1.2 Interpretation

(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 and permitted assigns.

(c) 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 all subordinate legislation made under that statute or statutory provision.

(d) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

(e) A reference to writing or written includes email.

2 Basis of Contract

2.1 A Service Request constitutes a request by the Client to purchase Services and/or Equipment in accordance with the Contract

2.2 The Service Request shall only be deemed accepted when the Service Provider issues written acceptance of the Service Request at which point and on which date the Contract shall come into existence (Commencement Date).

2.3 Any drafts, drawings, demos, descriptions, advertising and samples provided by the Service Provider are issued for the sole purpose of giving an approximate idea of the Services and/or Equipment described in them. They shall not form part of the Contract or have any contractual force unless stated otherwise in the Contract.

2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.5 All these Conditions shall apply to the supply of both Equipment and Services except where application to one or the other is specified.

3 Services

3.1 The Service Provider shall supply the Services to the Client as per the relevant Managed Services Agreement. The Services may include applications and/or other services provided by third parties. Where it does so, the third-party terms and any Specific Terms and Conditions apply to those services, and clause 11.15 applies to any processing of Personal Data by those third parties.

3.2 The Service Provider shall provide technical assistance and training (which may incur a reasonable additional charge depending on requirements unless set out in any Managed Services Agreement or Specific Terms and Conditions) for the set-up and provision of the Services when reasonably requested to do so. The Service Provider shall use all reasonable endeavours to meet any performance dates for the Services specified (including any project work that is time and materials charged) but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

3.3 The Service Provider reserves the right to amend the Service Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Service Provider shall notify the Client in any such event.

3.4 The Service Provider warrants to the Client that the Services will be provided using reasonable care and skill by personnel whose qualifications and experience will be appropriate for the tasks that are allocated to them.

3.5 Unless stated in any Managed Services Agreement or Specific Terms and Conditions the Service Provider does not warrant that the Services will be error-free or uninterrupted.

3.6 The Service Provider shall co-operate with the Client in all matters relating to the supply of services subject to the Service Request it relates to.

3.7 The Service Provider will maintain all necessary statutory and regulatory license and permits to provide the services within the Service Request.

3.8 The Service Provider will maintain necessary insurance in the sum of no less than £1,000,000 in respect of any breach of its obligations under the Service Request.

4 Equipment

4.1 The Equipment is described in the Equipment Specification.

4.2 To the extent that any Equipment (or part of it) is to be manufactured in accordance with a Client provided specification, the Client shall indemnify the Service Provider 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 costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Service Provider arising out of or in connection with any claim made against the Service Provider for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Service Provider's use of the equipment specification. This clause shall survive termination of the Contract.

4.3 The Service Provider reserves the right to amend the Client provided specification if required by any applicable statutory or regulatory requirement, and the Service Provider shall notify the Client in any such event.

5 Equipment Delivery

5.1 Not used.

5.2 The parties may agree either that:

(a) the Service Provider shall deliver the Equipment to the location set out in the Managed Services Agreement or such other location as the parties may agree (Delivery Location) at any time after the Service Provider notifies the Client that the Equipment are ready; or

(b) the Client shall collect the Equipment from the Delivery Location within three Business Days of the Service Provider notifying the Client that Equipment is ready for collection.

5.3 Delivery of Equipment shall be completed on completion of unloading at the Delivery Location or loading (if collected) of the Equipment.

5.4 Any dates quoted for delivery of Equipment are approximate only, and the time of delivery is not of the essence. The Service Provider shall not be liable for any delay in delivery of Equipment that is caused by a Force Majeure Event or the Client's failure to provide the Service Provider with adequate delivery instructions or any other instructions that are relevant to the supply of the Equipment.

5.5 If the Service Provider fails to deliver the Equipment within the agreed time frame, its liability shall be limited to the costs and expenses incurred by the Client in obtaining replacement Equipment of similar description and quality in the cheapest market available, less the price of the Equipment. The Service Provider shall have no liability for any failure to deliver the Equipment to the extent that such failure is caused by a Force Majeure Event or the Client's failure to provide the Service Provider with adequate delivery instructions for the Equipment or any relevant instruction related to the supply of the Equipment.

5.6 If the Client fails to take or accept delivery of the Equipment within three Business Days of the Client being notified by the Service Provider that the Equipment is ready, then except where such failure or delay is caused by a Force Majeure Event or by the Service Provider's failure to comply with its obligations under the Contract in respect of the Equipment:

(a) delivery of the Equipment shall be deemed to have been completed at 9.00 am on the third Business Day following the day on which the Service Provider notified the Client that the Equipment was ready; and

(b) the Service Provider shall store the Equipment until delivery takes place and charge the Client for all related costs and expenses (including insurance).

5.7 If the Client hasn’t taken or accepted delivery ten Business Days after the Service Provider notified the Client that the Equipment was ready for delivery, the Service Provider may resell or otherwise dispose of part or all of the Equipment and, after deducting reasonable storage and selling costs, account to the Client for any excess over the price of the Equipment or charge the Client for any shortfall below the price of the Equipment.

5.8 The Service Provider may deliver the Equipment by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Client to cancel any other instalment.

6 Equipment Quality

6.1 The Service Provider warrants that on delivery, and for a period of 12 months from the date of delivery (warranty period), the Equipment shall:

(a) conform in all material respects with the Specification; and

(b) be free from material defects in design, material, and workmanship.

6.2 For Equipment sold to the Client. Subject to clause 6.3, the Service Provider shall, at its option, repair or replace the defective Equipment, or refund the price of the defective Equipment in full if:

(a) the Client gives notice in writing during the warranty period within a reasonable time of discovery that some or all of the Equipment do not comply with the warranty set out in clause 6.1;

(b) the Service Provider is given a reasonable opportunity of examining such Equipment; and

(c) the Client (if asked to do so by the Service Provider) returns such Equipment to the Service Provider's place of business at the Client's cost.

6.3 The Service Provider shall not be liable for the Equipment’s failure to comply with the warranty in clause 6.1 if:

(a) the Client makes any further use of such Equipment after giving a notice in accordance with clause 6.2;

(b) the defect arises because the Client failed to follow the Service Provider's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Equipment or (if there are none) best practice;

(c) the defect arises as a result of the Service Provider following any drawing, design or Specification supplied by the Client;

(d) the Client alters or repairs such Equipment without the written consent of the Service Provider;

(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or

(f) the Equipment differs from the Specification as a result of changes made to ensure that it complies with applicable statutory or regulatory standards.

6.4 For leased or rented Equipment. The Client shall indemnify the Service Provider in case of clause 6.3 elements (b), (c), (d) or (e) except fair wear and tear.

6.5 Except as provided in this clause 6, the Service Provider shall have no liability to the Client in respect of the Equipment's failure to comply with the warranty set out in clause 6.1.

6.6 The terms of these Conditions shall apply to any repaired or replacement Equipment supplied by the Service Provider.

7 Title and Risk

7.1 The risk in the Equipment shall pass to the Client on completion of delivery.

7.2 Title to the Equipment shall not pass to the Client until the Service Provider receives payment in full (in cash or cleared funds) for the Equipment.

7.3 Until title to the Equipment has passed to the Client, the Client shall:

(a) store the Equipment separately from all other equipment held by the Client so that they remain readily identifiable as the Service Provider's property;

(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Equipment;

(c) maintain the Equipment in satisfactory condition and keep them insured against all risks for their full price on the Service Provider's behalf from the date of delivery;

(d) notify the Service Provider immediately if it becomes subject to any of the events listed in clause (b); and

(e) give the Service Provider such information relating to the Equipment as the Service Provider may require from time to time.

7.4 If before title to the Equipment passes to the Client the Client becomes subject to any of the events listed in clauses 14.2(b) to 14.2(d) then, without limiting any other right or remedy the Service Provider may have:

(a) the Client's right to use the Equipment in the ordinary course of its business shall cease immediately; and

(b) the Service Provider may at any time:

a. require the Client to deliver up the Equipment; and

b. if the Client fails to do so promptly, enter any premises of the Client or of any third party where the Equipment is stored in order to recover it.

8 Client Obligations

8.1 The Client shall:

(a) ensure that the terms of the Service Request and any information it provides in any specifications are complete and accurate;

(b) co-operate with the Service Provider as far as is reasonable in all matters relating to the provided Services;

(c) provide the Service Provider, its employees, agents, consultants and subcontractors, with access to the Client's premises, office accommodation and other facilities as reasonably required by the Service Provider to provide the Services;

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

(e) prepare the Client's premises for the supply of the Services, unless this is specifically part of the Service Request by written inclusion in the Managed Services Agreement;

(f) comply with all applicable laws, including health and safety laws;

(g) comply with any policies issued by the Service Provider including (but not limited to) acceptable use, security and disaster recovery;

(h) respond to Service Provider enquiries in a professional and timely manner;

(i) provide the Service Provider with remote and (if requested) physical access to any systems that the Service Provider supports;

(j) comply with the terms of any licence(s) applicable to the Services;

(k) keep all contact information provided to the Service Provider up to date and correct in order to enable account management and technical notifications about the Services;

(l) if the Services include VoIP services, to keep the Service Provider up to date of any phone location changes in order to ensure details are correct for the use of 999 emergency services;

(m) keep the Service Provider up to date with any changes to the infrastructure or environment relating to the Services that might impact on the performance of the Services;

(n) maintain any Equipment and insure any rented or loaned Equipment against all risks for its full value on the Client’s behalf from the date of delivery;

(o) notify the Service Provider as soon as reasonably practicable of any loss of or damage to rented or loaned Equipment (fair wear and tear excepted) and, on request, reimburse the Service Provider for the price for any loss or damage to it;

(p) establish, maintain and monitor adequate internal security measures for the Client’s access and use of the Services including the confidentiality and safe storage of all login details, usernames and passwords and updating them regularly as per the Service Provider’s instructions and in absence of these following current best practises;

(q) use the Services for the Client’s business purposes only; and

(r) comply with any additional obligations as set out in the Managed Services Agreement and if applicable the provided Terms of Sale;

(s) return any loaned or rented Equipment to the Service Provider well-packaged and in good condition (fair wear and tear excepted) within thirty (30) days of termination of Contract; and

(t) where the Services include applications or other services provided by third parties, to comply with any terms, conditions and instructions issued by those third parties.

8.2 The Client shall not access or use the Services for any unlawful purpose including:

(a) in any way which is likely to infringe the Intellectual Property Rights of a third party;

(b) for the transmission, display, downloading or uploading of any material which is or is likely to be construed as defamatory, threatening, offensive, abusive, obscene or which will or is likely to cause unnecessary anxiety or inconvenience to a third party or which is otherwise unlawful;

(d) attempting to modify, distribute, reverse engineer or otherwise attempting to decipher any code in connection with the Services and/or any other aspect of the Service Provider’s or the Service Provider’s licensor’s technology without prior written approval from the Service Provider;

(e) in any way that is likely to cause damage or adversely affect the operation of the Services or interfere with or disrupt the Client’s website, other websites, servers or networks; and

(f) in any way that will or is likely to interfere with the use and enjoyment of the Services for other users.

8.3 Unless the Service Provider has appointed the Client as a partner or reseller the Client agrees that it will not market, offer to sell or resell the Services to any third party.

8.4 If the Services include any third-party services, the Client agrees to be bound by the third-party terms and conditions applicable to such services.

8.5 If the Client also acts as a supplier to the Service Provider, in so much that Service Provider equipment at Client premises is used to provide services to third parties. The Client agrees to take all reasonable precautions to mitigate any risk to these services, and to notify the Service Provider immediately of any risk to and/or impact on these services through actions by the Client or another third-party. The Client accepts liability for resulting costs and revenue losses incurred by the Service Provider when restoring the impacted third-party services, if they arise through the Client’s negligence.

8.6 If the Services include any project work that is time and material charged the Client accepts that:

(a) any failure by the Client to adhere to the terms of this Contract that leads to delays will result in target dates being extended so as to accommodate fully the effects of such delay; and

(b) any delay that is directly or indirectly caused by any act or omission by the Client may result in the Service Provider charging the Client for the effects of such a delay on a time and materials basis at its standard published day billing rates.

8.7 If the Service Provider's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):

(a) without limiting or affecting any other right or remedy available to it, the Service Provider shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Service Provider's performance of any of its obligations;

(b) the Service Provider shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Service Provider's failure or delay to perform any of its obligations as set out in this clause 8.7; and

(c) the Client shall reimburse the Service Provider on written demand for any costs or losses sustained or incurred by the Service Provider arising directly or indirectly from the Client Default.

8.8 In order to protect the legitimate business interests of the Service Provider, the Client covenants with the Service Provider that it shall not (except with the prior written consent of the Service Provider):

(a) attempt to solicit or entice away; or

(b) solicit or entice away from the employment or service of the Service Provider the services of any Restricted Person other than by means of a national advertising campaign open to all-comers and not specifically targeted at such staff of the Service Provider.

8.9 The Client further covenants with the Service Provider that it shall not (except with the prior written consent of the Service Provider) employ or engage or otherwise facilitate the employment or engagement of any Restricted Person.

8.10 The Client shall be bound by the covenants set out in clauses 8.8 and 8.9 during the term of the Contract, and for a period of 12 months after its termination or expiry.

8.11 If the Client commits any breach of clause 8.8 or clause 8.9 the Client shall, on demand, pay to the Service Provider a sum equal to one year's basic salary or the annual fee that was payable by the Service Provider to the Restricted Person plus the recruitment costs incurred by the Service Provider or relevant in replacing such person. The Client acknowledges that it has had the opportunity to obtain independent legal advice on the implications of this clause and agrees to be bound by it.

9 Invoicing and Payment

9.1 The price for Equipment:

(a) shall be the price set out in the Service Provider Quote; and

(b) unless otherwise stated, shall be exclusive of all costs and charges of packaging, insurance and transport of equipment shipped to the Client.

9.2 The Service Provider reserves the right to:

(a) increase the charges for the Services on written notice to the Client:

a. in line with the percentage increase in the Retail Prices Index in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Retail Prices Index; and / or

b. in line with any price increase levied upon the Service Provider by a third-party supplier.

(b) increase the price of Equipment, by giving notice to the Client at any time before delivery, to reflect any increase in the cost of the Equipment to the Service Provider that is due to:

a. any factor beyond the control of the Service Provider (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

b. any request by the Client to change the delivery date(s), quantities or types of Equipment ordered, or the Equipment Specification;

c. any delay caused by any instructions of the Client in respect of the Equipment or failure of the Client to give the Service Provider adequate or accurate information or instructions in respect of the Equipment; or

d. any price increase levied upon the Service Provider by a third-party supplier.

9.3 Unless the parties otherwise agree, the following shall apply:

(a) the Service Provider shall invoice the Client on or at any time after completion of the Services; and

(b) where the Services include applications or other services provided by third parties, the Client shall be liable for full payment in respect the entire term of each service even where the term of that service exceeds the term of the Contract;

(c) for the avoidance of doubt, the Client acknowledges that termination of the Contract for any reason will not avoid its liability under clause 9.3(b) above.

9.4 The Client shall pay each invoice submitted by the Service Provider:

(a) within 30 days of the date of the invoice or in accordance with any credit terms agreed by the Service Provider and confirmed in writing to the Client; and

(b) in full and in cleared funds to a bank account nominated in writing by the Service Provider, and time for payment shall be of the essence of the Contract.

9.5 All amounts payable by the Client under the Contract are value added tax (VAT) exclusive. Where any taxable supply for VAT purposes is made under the Contract by the Service Provider to the Client, the Client shall, on receipt of a valid VAT invoice from the Service Provider, pay to the Service Provider such additional amounts in respect of VAT as are chargeable on the supply of the Services or Equipment at the same time as payment is due for the supply of the Services or Equipment.

9.6 If the Client fails to make a payment due to the Service Provider under the Contract by the due date, then, without limiting the Service Provider's remedies under clause 14 (Termination), the Client shall pay interest on the overdue sum from the due date until payment, accruing each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

9.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

10 Intellectual Property

10.1 Unless stated otherwise, all Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Client) shall be owned by the Service Provider or a third-party licensor.

10.2 The Client acknowledges that it has no right, title or interest in or to such Intellectual Property Rights other than as expressly set out in the Contract or as permitted by law.

10.3 The Client shall indemnify and hold the Service Provider harmless against any costs, liabilities, losses, and expenses including reasonable legal costs arising from any claim relating to the infringement of any third-party Intellectual Property Rights provided that:

(a) the Service Provider gives notice of the claim;

(b) the Client has sole control and defence of the claim; and

10.4 The Service Provider shall grant the Client royalty free license to use any documents provided as part of the Service Request.

11 Data Protection

11.1 The Client and the Service Provider acknowledge that the Client is the Controller, and the Service Provider is a Processor for the purposes of processing Protected Data pursuant to these Conditions. The Client shall at all times comply with all Data Protection Laws in connection with the processing of Protected Data. The Client shall ensure that all instructions that it gives to the Service Provider in respect of Protected Data are in accordance with Data Protection Laws.

11.2 The Service Provider shall process Protected Data in compliance with the obligations placed on it under Data Protection Laws and these Conditions.

11.3 The Service Provider confirms that it has a valid registration with the Supervisory Authority (ICO). A copy of the Service Provider’s registration certificate is available for inspection on request.

11.4 The Service Provider shall process Protected Data fairly and lawfully and only on the Client’s documented instructions (including those in the Contract), unless the law requires otherwise. In that case it will tell the Client before processing, unless the law prohibits this.

11.5 The Client is responsible for ensuring that it has a lawful basis under the Data Protection Laws for the processing of Protected Data that it instructs the Service Provider to carry out.

11.6 The Client is also responsible for ensuring that any special category data it asks the Service Provider to process meets a condition for processing that data under the Data Protection Laws.

11.7 The Client shall, in respect of Protected Data, ensure that their privacy notices are clear and provide sufficient information to the Data Subjects for them to understand what of their Protected Data the Client is sharing with the Service Provider, the circumstances in which it will be shared, how such data will be processed and either the identity of the Service Provider or a description of the type of organisation that will receive the Protected Data.

11.8 The Client and the Service Provider both acknowledge that Data Subjects have the right to obtain certain information about the processing of their Personal Data through a Subject Access Request. In circumstances where the processing of a Data Subject's Personal Data is not in compliance with Data Protection Laws, Data Subjects may also request rectification, erasure or blocking of their Personal Data. Where the Service Provider receives a Subject Access Request as a result of its processing Protected Data, the Client shall provide all reasonable assistance at its own cost to enable the Service Provider to respond to the Subject Access Request.

11.9 The Service Provider shall not retain or process Protected Data for longer than is necessary. Any Protected Data in the Service Provider’s possession on the termination or expiry of the Contract will be returned to the Client unless the Service Provider is required by law to retain such Protected Data for a specified period.

11.10 The Service Provider shall take reasonable steps to ensure the reliability of all its employees who have access to the Protected Data.

11.11 Each party warrants to the other that it will process the Protected Data in compliance with the Data Protection Laws and all codes, recommendations and advice issued by the Supervisory Authority.

11.12 The Service Provider warrants that, having regard to the state of technological development and the cost of implementing any measures, it will:

(a) take appropriate technical and organisational measures against the unauthorised or unlawful processing of Protected Data and against the accidental loss or destruction of, or damage to, Protected Data to ensure a level of security appropriate to:

a. the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and

b. the nature of the data to be protected; and

(b) take reasonable steps to ensure compliance with those measures.

11.13 Subject to clause 13 below, each party agrees to indemnify and keep indemnified and defend at its own expense the other party against all costs, claims, damages or expenses incurred by the other party or for which the other party may become liable due to any failure by the first party or its employees or agents to comply with any of its obligations under this clause 11.

11.14 The Client acknowledges that, subject to clauses 11.4 and 11.5 above, the Service Provider is reliant on the Client for direction as to the extent to which the Service Provider is entitled to use and process the Protected Data. Consequently, the Service Provider will not be liable for any claim brought by a Data Subject arising from any action or omission by the Service Provider, to the extent that such action or omission resulted directly or indirectly from the Client's instructions.

11.15 The Service Provider may authorise with the Client’s prior written consent (but not otherwise) a third party (subcontractor) to process the Personal Data provided that the subcontractor's contract:

(a) is on terms which are substantially the same as those set out in these Conditions; and

(b) terminates automatically on termination of the Contract for any reason.

11.16 The Service Provider will notify the Client promptly of any Data Security Breach and use all reasonable endeavours to rectify it or mitigate against its effects. The Service Provider will also report such Data Security Breach to the Supervisory Authority where required by Data Protection Laws. The Client agrees to provide all necessary assistance at its own expense to the Service Provider to facilitate the handling and resolution of the Data Security Breach in an expeditious and compliant manner.

11.17 In the event of a dispute or claim brought by a Data Subject or the Supervisory Authority concerning the processing of Protected Data against either or both parties, the parties will inform each other about any such disputes or claims, and will cooperate with a view to settling them amicably in a timely fashion.

11.18 The parties agree to respond to any generally available non-binding mediation procedure initiated by a Data Subject or by the Supervisory Authority. If they do participate in the proceedings, the parties may elect to do so remotely (such as by telephone or other electronic means). The parties also agree to consider participating in any other arbitration, mediation or other dispute resolution proceedings developed for data protection disputes.

11.19 The Service Provider may without the consent of but by written notice to the Client unilaterally amend this clause 11 to comply with changes in Data Protection Laws.

11.20 The Client agrees that the Service Provider may provide the Client’s contact details to any company that it uses to provide the Services solely for the purpose of delivering the Services.

11.21 The Service Provider shall, on reasonable request, make available to the Client the information needed to show compliance with this clause 11, and shall allow and contribute to audits (including inspections) by the Client or an auditor it appoints, on reasonable notice and subject to confidentiality, at the Client’s cost.

12 Confidentiality

12.1 Confidential Information means all confidential information that the Client discloses or makes available to the Service Provider before, on or after the date of this agreement. This includes:

(a) the fact that discussions and negotiations are taking place and the status of those discussions and negotiations;

(b) the existence and terms of this agreement;

a. the business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the Client; and

b. the operations, processes, product information, know-how, technical information, designs, trade secrets or software of the Client;

(d) any information, findings, data or analysis derived from Confidential Information; and

(e) any other information that is identified as being of a confidential nature; but excludes any information referred to in clause 12.2.

12.2 Information is not Confidential Information if:

(a) it is, or becomes, generally available to the public other than as a direct or indirect result of the information being disclosed by the Service Provider in breach of this agreement;

(b) it was available to the Service Provider on a non-confidential basis prior to disclosure by the Client;

(c) it was, is, or becomes available to the Service Provider on a non-confidential basis from a person who, to the Service Provider’s knowledge, is not under any confidentiality obligation in respect of that information;

(d) it was lawfully in the possession of the Service Provider before the information was disclosed by the Client;

(e) it is developed by or for the Service Provider independently of the information disclosed by the Client; or

(f) the parties agree in writing that the information is not confidential.

12.3 In return for the Client making Confidential Information available to the Service Provider, the Service Provider undertakes to the Client that it shall:

(a) keep the Confidential Information secret and confidential;

(b) not use or exploit the Confidential Information in any way except for complying with its obligations under the Contract;

(c) not directly or indirectly disclose or make available any Confidential Information in whole or in part to any person, except as expressly permitted by, and in accordance with this agreement;

(d) not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for complying with its obligations under the Contract; and

(e) apply the same security measures and degree of care to the Confidential Information as the Service Provider applies to its own confidential information, which the Service Provider warrants as providing adequate protection from unauthorised disclosure, copying or use.

12.4 The Service Provider shall establish and maintain adequate security measures to safeguard the Confidential Information from unauthorised access or use.

12.5 The Service Provider may disclose the Confidential Information to its Representatives on the basis that it:

(a) informs those Representatives of the confidential nature of the Confidential Information before it is disclosed; and

(b) procures that those Representatives comply with the confidentiality obligations in clause 12.3 as if they were the Service Provider.

12.6 The Service Provider shall be liable for the actions or omissions of the Representatives in relation to the Confidential Information as if they were the actions or omissions of the Service Provider.

12.7 If so requested by the Client at any time by notice in writing to the Service Provider, the Service Provider shall promptly:

(a) destroy or return to the Client all documents and materials (and any copies) containing, reflecting, incorporating or based on the Client's Confidential Information;

(b) erase all the Confidential Information from its computer and communications systems and devices used by it, or which is stored in electronic form;

(c) to the extent technically and legally practicable, erase all the Confidential Information which is stored in electronic form on systems and data storage services provided by third parties; and

(d) certify in writing to the Client that it has complied with the requirements of this clause 12.7.

12.8 Nothing in clause 12.7 shall require the Service Provider to return or destroy any documents and materials containing or based on the Confidential Information that the Service Provider is required to retain by applicable law, or to satisfy the requirements of a regulatory authority or body of competent jurisdiction or the rules of any listing authority or stock exchange, to which it is subject. The provisions of this agreement shall continue to apply to any documents and materials retained by the Service Provider pursuant to this clause 12.8.

12.9 The Client reserves all rights in its Confidential Information. The disclosure of Confidential Information by the Client to the Service Provider does not give the Service Provider or any other person any licence or other right in respect of any Confidential Information beyond the rights expressly set out in this agreement.

12.10 Except as expressly stated in this agreement, the Client makes no express or implied warranty or representation concerning its Confidential Information including, but not limited to, the accuracy or completeness of the Confidential Information.

12.11 Without prejudice to any other rights or remedies that the Client may have, the Service Provider acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of this agreement. Accordingly, the Client shall be entitled to the remedies of injunctions, specific performance or other equitable relief for any threatened or actual breach of this agreement by the Service Provider.

13 Limitation of Liability

13.1 Nothing in these Conditions shall limit or exclude the Service Provider'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;

(d) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);

(e) defective products under the Consumer Protection Act 1987; or

(f) any other liability which cannot be limited or excluded by law.

13.2 Subject to clause 13.1, the Service Provider shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

(a) pure economic loss;

(b) loss of profits;

(d) loss of agreements or contracts;

(e) loss of anticipated savings;

(f) loss of use or corruption of data;

(g) loss of or damage to goodwill;

(h) any indirect loss; or

(i) any consequential loss.

13.3 The Client acknowledges that its use of the internet to access the Services (or part of the Services) is at its own risk and that the Service Provider shall not be liable in respect of any goods, services, information, software or other material that the Client may obtain from a third party when using the internet.

13.4 Subject to clause 13.1, the Service Provider's total liability to the Client, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with the Contract (including any indemnity under it), shall be limited to:

(a) in any Minimum Cancellation Notice Period 150% of the charges paid in respect of such period; or

(b) in all other cases 150% of the total charges paid under the Contract.

13.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and 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.

13.6 The Client acknowledges that it has read and understood this clause 13 and agrees that the limits and exclusions set out in this clause are reasonable.

13.7 This clause 13 shall survive termination of the Contract.

14 Termination

14.1 Unless the Managed Services Agreement states a different notice period or renewal term, the Client shall give not less than three months’ notice to terminate the Contract or any Service(s) supplied pursuant to it. The termination of the Contract will take place at the end of the calendar month three months after the date that the notice to terminate has been received by the Service Provider. If no notice or less than three months’ notice is given, the Contract and any Service(s) supplied pursuant to it shall continue for a further period of 12 months. This period may be reduced at the Service Provider’s sole and absolute discretion.

14.2 Without affecting any other right or remedy available to it, 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 its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within five days after receipt of notice 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 or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(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 the Contract has been placed in jeopardy.

14.3 Without affecting any other right or remedy available to it, the Service Provider may terminate the Contract with immediate effect by giving written notice to the Client if:

(a) the Client fails to pay any amount due under the Contract on the due date for payment; or

(b) there is a change of control of the Client.

14.4 Without affecting any other right or remedy available to it, the Service Provider may suspend the supply of Services or all further deliveries of Equipment under the Contract or any other contract between the Client and the Service Provider if the Client fails to pay any amount due under the Contract on the due date for payment, the Client becomes subject to any of the events listed in clauses 14.2(b) to 14.2(d), or the Service Provider reasonably believes that the Client is about to become subject to any of them.

15 Contract Termination

15.1 On termination of the Contract:

(a) the Client shall immediately pay to the Service Provider all of the Service Provider's outstanding unpaid invoices and interest and, in respect of Services and Equipment supplied but for which no invoice has been submitted, the Service Provider shall submit an invoice, which shall be payable by the Client immediately on receipt;

(b) the Client shall return any Deliverables or Equipment which have not been fully paid for. If the Client fails to do so, then the Service Provider may enter the Client's premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.

15.2 Termination of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

15.3 Any provision of the Contract that expressly or by implication is intended to have effect after termination shall continue in full force and effect.

16 Force Majeure

16.1 Neither party shall be in breach of the Contract nor liable for delay in performing or failure to perform, any of its obligations under the Contract if such delay or failure results from events, circumstances or causes beyond its or, in the case of the Service Provider, its own suppliers’ reasonable control. These include:

(a) natural disasters or “acts of God,” such as lightning, tornadoes, hurricanes, tsunamis, floods and earthquakes;

(b) manmade disasters, such as plant fires or floods;

(d) labour disputes or strikes;

(e) government embargoes or other government actions affecting the supply chain; and

(f) power outages or transportation issues.

16.2 Clause 16.1 above shall not apply in respect of any failure or delay by the Client to make any payment to the Service Provider that falls due under the Contract.

17 General

17.1 Assignment and other dealings

(a) The Service Provider shall not assign, transfer, mortgage, charge, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Client, which shall not be unreasonably withheld, conditioned or delayed. The Service Provider may subcontract or delegate the performance of its obligations, but remains responsible for the acts and omissions of its subcontractors as if they were its own.

(b) The Client shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Service Provider which shall not be unreasonably withheld, conditioned or delayed.

17.2 Notices

(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid firstclass post or other next working day delivery service at the postal address stated in the Managed Services Agreement or, if none is stated, at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the email address stated in the Managed Services Agreement (if any).

(b) Any notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; or, if sent by email, at 9.00 am on the next Business Day after transmission.

(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

17.3 Severance

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.

17.4 Waiver

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

17.5 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, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

17.6 Entire agreement.

(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b) Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misrepresentation based on any statement in the Contract.

17.7 Third parties’ rights

The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

17.8 Variation

Except as set out in these Conditions no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).

17.9 Governing law

The Contract 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.

17.10 Jurisdiction

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 the Contract or its subject matter or formation.

17.11 Execution

Both parties agree that the signing of the Managed Services Agreement or any other document forming part of the Contract electronically shall be as valid as if signed in manuscript.