Terms & Conditions

TERMS & CONDITIONS FOR THE SUPPLY OF IT SERVICES BY LABYRINTH TECHNOLOGY LIMITED

1. Interpretation

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

1.1 Definitions:

Additional Services: Any additional work or services that You ask us to perform in addition to the services set out in the Maintenance, Support & Monitoring Agreement selected by You.
Agreement: Your purchase order or written request for Services to be performed in accordance with the Specification, and Our acceptance of it under clause 3.
Applicable Laws: (for so long as and to the extent that they apply to You and Us) the law of the European Union, the law of any member state of the European Union and/or the Data Protection Legislation together with any other law that applies in the UK.
Business Day: a day, other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Data Controller: has the meaning given to that term in the Data Protection Legislation.
Data Processor: has the meaning given to that term in the Data Protection Legislation.
Data Protection Legislation: (i) unless and until the GDPR is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK including but not limited to the Data Protection Act 1998 and the Data Protection Act 2018 and then (ii) any successor legislation to the GDPR or the Data Protection Acts 1998 and or 2018.
Data Subject: has the meaning given to that term in the Data Protection Legislation.
Deliverables: all documentation and materials developed by Us following an audit undertaken by Us of Your Equipment in any media, including, without limitation, data, network diagrams, Equipment Schedule, reports and specifications.
Designated Helpline: Our email account or telephone number, as notified to you in writing from time to time.
Desktop Printers: single tray, non duplex printers with a value (when new) of less then £150.
Equipment Schedule: a schedule prepared by Us detailing Your Equipment, as identified by Us following an audit and updated from time to time forming part of the Deliverables.
GDPR: The General Data Protection Regulation ((EU) 2016/679).
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including without limitation know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and including without limitation all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Maintenance, Support & Monitoring (MSM) Agreement: a Maintenance, Support & Monitoring Agreement detailing services to be performed by Us, as identified in the Specification and detailed in the Schedule to these terms and conditions.
Monthly Fee: the monthly fee payable to Us under the Maintenance and Support Agreement selected by You.
Operating Hours: 9.00am to 5.30pm during a Business Day.
Response Time: the period during Operating Hours as detailed in the relevant Maintenance, Support & Monitoring Agreement from receipt of Your communication by Our Designated Helpline.
Services: the services to be provided by the Us under the Agreement, whether under the Maintenance, Support & Monitoring Agreement selected by You, any ad hoc work arrangement, Additional Services or otherwise, as detailed in the Specification.
Services Manager: a person or persons appointed by a party to the Agreement in respect of the Services.
Small Network Devices: (a) standard switches with 8-ports or less that are not Smart Switches or POE switches, (b) dedicated modems with a value (when new) of less than £100 and (c) combined modem/ router/ firewall units with a value (when new) of less than £150.
Specification: the description or specification of the Services provided in writing by Us to You.
Us/Our/We: Labyrinth Technology Limited trading as Labyrinth Technology, a company registered in England and Wales under company number 04326900, whose registered address is Highbanks Ferry Road, Surlingham, Norwich, NR14 7AR.
You/Your: the person, firm or company who purchases Services from Us as detailed in the Specification.
VAT: value added tax chargeable under English law for the time being and any similar additional tax.
Your Equipment/Equipment: Your equipment, computer hardware and or software as detailed in the Equipment Schedule to be covered under a Maintenance & Service Agreement and or in respect of which Services are provided.

1.2 Condition, Schedule and paragraph headings shall not affect the interpretation of these terms.

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

1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.

1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.7 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.8 A reference to writing or written includes email (provided that a recognised authorised email account is used) but not faxes.

1.9 References to terms and conditions and the schedule are to these terms and conditions and the Schedule and references to paragraphs are to paragraphs of the relevant Schedule.

2. Application of conditions

2.1 Subject to clause 2.2 these terms and conditions shall:
(a) apply to and be incorporated in the Agreement; and
(b) prevail over any inconsistent terms or conditions contained in, or referred to in, Your purchase order, confirmation of order, or implied by law, trade custom, practice or course of dealing.

2.2 In the event of a conflict between the provision in these terms and conditions and a provision in the Specification, the provision in the Specification shall prevail.

2.3 No addition to, variation of, exclusion or attempted exclusion of any term of the Agreement shall be binding on Us unless in writing and signed by Our Service Manager or a company director.

3. Effect of purchase order

3.1 Your purchase order or written request for provision of services constitutes an offer by You to purchase the Services specified in it on these terms and conditions; accordingly, the execution and return of the acknowledgement copy of the purchase order form by Us or our written acknowledgement, or Our commencement or execution of work pursuant to the purchase order or written request, shall establish a contract for the supply and purchase of those Services on these terms and conditions.

4. Our obligations

4.1 We shall provide the Services with all reasonable skill and care, in accordance with the Specification.

4.2 We shall use best endeavours to comply with the Response Time during Operating Hours and Our failure to do so will result in Us refunding to You one Monthly Fee or giving You credit for one Monthly Fee for the item of Equipment requiring Our maintenance or support, as We in Our absolute discretion determine.

4.3 Subject to clause 4.2, We shall use reasonable endeavours to meet any performance dates specified by You, but any such dates shall be estimates only and time shall not be of the essence of the Agreement.

4.4 We shall appoint a Services Manager who shall have the authority to contractually bind Us on matters relating to the provision of Services.

5. Your obligations

5.1 You shall:

(a) co-operate with Us in all matters relating to the Services and appoint a Services Manager, who shall have the authority to contractually bind You on matters relating to the Services;

(b) provide in a timely manner such access to Your systems, premises, equipment and data, and such access or facilities, as is requested by Us;

(c) provide in a timely manner such information and or documentation as We may request, and ensure that such information and documentation is accurate in all material respects;

(d) ensure that Your Equipment is used in a manner commensurate with a business environment and that no hardware or software is installed or downloaded which reduces or may reduce the performance of such Equipment. This includes (but is by no means limited to) the installation or downloading of games;

(e) unless back up services form part of the Services, ensure that all of Your electronic files and data are adequately duplicated to allow restoration of Your system in the event of a critical system failure or other loss of data, whether caused by Us, in connection with the Services or otherwise;

(f) notify Us of Your intention to modify Your system, network, system configurations or routing configuration and or to modify or replace any hardware, or software so that We can assess suitability for Your business needs and impact on Your Equipment generally, as appropriate. If such change will or is likely to have an effect on the provision of Services, You must follow the change control procedure at clause 6 below.;

(g) follow Our reasonable instructions and carry out Your responsibilities as set out in the Agreement in a timely and efficient manner;

(h) be responsible (at Your own cost) for preparing Your premises and Equipment for the supply of the Services and in particular ensuring that Equipment is in good working order at the commencement of Services and that environmental conditions are appropriate (such as but by no means limited to power supply and ventilation); and

(i) comply with all applicable laws and regulations regarding Your activities under the Agreement, particularly with respect to Data Protection Legislation.

5.2 If performance of Our obligations under the Agreement is prevented or delayed by any act or omission by You or Your agents, sub-contractors or employees, You shall in all circumstances be liable to pay to Us on demand all reasonable costs, charges or losses sustained or incurred by it, subject to Us confirming such costs, charges and losses to You in writing.

5.3 You shall not, without Our prior written consent, at any time from the date of the Agreement to the expiry of six months after termination of the Services, solicit or entice away from Us or employ or attempt to employ any person who is, or has been, engaged by Us as an employee or sub-contractor and who is, or has been involved in the provision of Services to You.

6. Change control

6.1 If either party wishes to change the scope of the Services, it shall submit details of the requested change to the other in writing.

6.2 If either party requests a change to the scope or execution of the Services, We shall, within a reasonable time, provide a written estimate to You of:
(a) the likely time required to implement the change;
(b) any variations to the Our charges (including the Monthly Fee) arising from the change; and
(c) any other impact of the change on the terms of the Agreement.

6.3 If You wish Us to proceed with the change, We have no obligation to do so unless and until the parties have agreed in writing on the necessary variations to its charges, the Services and any other relevant terms of the Agreement to take account of the change.

7. Charges and payment

7.1 Where the Services are provided under a Maintenance, Support & Monitoring Agreement, Our charges shall be in accordance with the Maintenance, Support & Monitoring Agreement as selected by You and identified in the Specification. Such charges shall be paid to Us by Direct Debit, monthly, in advance, on the first of each month or the nearest working day, in the sum of the Monthly Fee (as defined in the relevant Maintenance, Support & Monitoring Agreement).

7.2 We reserve the right to charge You additional sums to the Monthly Fee or any other agreed charge in circumstances where:

(a) You require us to carry out Additional Services or We provide services not falling within the definition of Services;

(b) We carry out any work or provide materials, components or parts of the type or nature detailed in clauses 12.3 and 12.4 below;

(c) We provide training for You, Your employees, agents, officers and or volunteers in respect of the use of Your Equipment or other hardware or software;

(d) access to Your premises has not been possible for whatever reason in circumstances where We gave You reasonable notice of Our intention or desire to gain access in order to perform the Services;

(e) You, Your employees, sub-contractors and or agents have caused intentional or accidental damage to Your Equipment, and or any other equipment, hardware or software belonging to or used by You;

(f) Accidental damage occurs to any or all of Your Equipment and We undertake (or in circumstances where there is a valid warranty in place, oversee) the repair work on Your behalf (In circumstances where We have caused the accidental damage, We will not charge for undertaking or overseeing the repair); and or

(g) You fail to follow Our reasonable instructions, and preliminary checks (such as, but by no means limited to, checking that cables are securely in sockets) resulting in Us having to make additional and or unplanned visits to Your premises.

7.3 Where We have purchased new hardware, software and or parts on Your behalf We shall invoice You for these (and VAT, where appropriate) as and when such purchases are made or monthly in arrears, at Our complete discretion.

7.4 Where You require Us to undertake Additional Services or ad hoc services, We will charge You on a time-and-material basis unless We have agreed a fixed fee with You. If We have agreed a fixed fee with You, this will be detailed in the Specification or change documentation prepared pursuant to clause 6 above. A time-and-materials basis means:

(a) Our charges payable shall be calculated in accordance with Our standard hourly fee rates as amended from time to time;

(b) We shall be entitled to charge at an overtime rate of 150% of the normal rate for part days and for time worked by Us outside Operating Hours; and

(c) We shall invoice You monthly in arrears for Our charges for time, expenses and materials (together with VAT where appropriate) for the month concerned, calculated as provided in this clause or on completion of the Additional Services or ad hoc services as We deem appropriate.

7.5 You shall pay each invoice submitted to it by Us in full, and in cleared funds, within 30 days of receipt.

7.6 Without prejudice to any other right or remedy that We may have, if You fail to pay Us on the due date We may:

(a) charge interest on such sum from the due date for payment at the annual rate of 5% 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

(b) suspend all Services until payment has been made in full.

7.7 Time for payment shall be of the essence of the Agreement.

7.8 All payments payable to Us under the Agreement shall become due immediately on termination of the Agreement, despite any other provision. This condition is without prejudice to any right to claim for interest under the law, or any such right under the Agreement.

7.9 All amounts due under the Agreement shall be paid by You to Us in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). We may, without prejudice to any other rights it may have, set off any liability of You to Us against any liability of Us to You.

8. Intellectual Property Rights

8.1 All Intellectual Property Rights and all other rights in the Deliverables shall be owned by You. You hereby license all such rights to Us free of charge and on a non-exclusive, non-transferable and worldwide basis to such extent as is necessary to enable Us to perform the Services as is envisaged by the parties. On termination of the Agreement, this licence will automatically terminate.

8.2 Save in respect of the Deliverables, all Intellectual Property Rights and all other rights in all products, materials and documents developed by Us in connection with the Services and or developed or produced by Us in connection with the Agreement shall be owned by Us.

9. Confidentiality and Our property

9.1 You shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to You by Us or Our agents, and any other confidential information concerning Our business or Our services which You may obtain. You shall restrict disclosure of such confidential material to such of Your employees, agents or sub-contractors as need to know it for the purpose of discharging Your obligations to Us, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind You.

9.2 Each party (You and We) may be given access to Confidential Information from the other party in order to perform its obligations under the Agreement. A party’s Confidential Information shall not be deemed to include information that:

(a) is or becomes publicly known other than through any act or omission of the receiving party;

(b) was in the other party’s lawful possession before the disclosure;

(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure;

(d) is independently developed by the receiving party, which independent development can be shown by written evidence.

9.3 Subject to clause 9.5, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this agreement.

9.4 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the Agreement.

9.5 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 9.5, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

9.6 Subject to the Deliverables, all materials, equipment and tools, drawings, specifications and data supplied by Us to You shall at all times be and remain Our exclusive property, but shall be held by You in safe custody at its own risk and maintained and kept in good condition by You until returned to Us, and shall not be disposed of or used other than in accordance with Our written instructions or authorisation.

9.7 The above provision of this clause 9 shall survive termination of the Agreement, however arising.

10. Limitation of liability

10.1 The following provisions set out Our entire financial liability (including without limitation any liability for the acts or omissions of Our employees, agents and sub-contractors) to You in respect of:

(a) any breach of the Agreement howsoever arising;

(b) any use made by You of the Services, the Deliverables or any part of them; and

(c) any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including without limitation negligence) arising under or in connection with the Agreement .

10.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement.

10.3 Nothing in these conditions excludes Our liability:

(a) for death or personal injury caused by Our negligence; or

(b) for fraud or fraudulent misrepresentation.

10.4 Subject to clause 10.2 and clause 10.3:

(a) We shall not in any circumstances be liable, whether in tort (including without limitation for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for:
(i) loss of profits; or
(ii) loss of business; or
(iii) depletion of goodwill or similar losses; or
(iv) loss of anticipated savings; or
(v) loss of goods; or
(vi) loss of contract; or
(vii) loss of use; or
(viii) loss as a result of interrupted operation of Your Equipment and any new or modified hardware or software; or
(ix) loss or corruption of data or information; or
(x) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

(b) Our total liability in contract, tort (including without limitation negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall be limited to the price paid for the Services, or in respect of Services provided under a Maintenance, Support & Monitoring Agreement, the price paid for the Services in any twelve month period ending on the date of alleged breach, nuisance, negligence, breach of statutory duty, misrepresentation, restitution or otherwise.

11. Termination

11.1 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Agreement on giving at least 30 days’ notice in writing to the other to terminate.

11.2 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Agreement immediately and without liability to the other if:

(a) the other party fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment;

(b) the other party commits a material breach of any other term of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified in writing to do so;

(c) the other party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement ;

(d) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

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

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

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

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

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

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

(k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.1(d) to clause 11.1(j) (inclusive);

(l) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).

11.3 Any provision of these terms that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Agreement shall remain in full force and effect.

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

12. Force majeure & Exclusions

12.1 We shall not in any circumstances have any liability to You under the Agreement if We are prevented from, or delayed in, performing Our obligations under the Agreement or from carrying on Our business by acts, events, omissions or accidents beyond Our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving Our workforce or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or delay or default of suppliers or sub-contractors.

12.2 We shall not under any circumstances have any liability to You for any delay in performing any of Our obligations under the Agreement due to or as a consequence of delay or lack of availability of any spare parts required in order to perform the Services.

12.3 Maintenance, repair or replacement of Your Equipment (together with new or modified hardware or software introduced by You or sourced by Us on Your behalf) shall not be covered under any Maintenance, Support & Monitoring Agreement in circumstances where such maintenance, repair or replacement is required as a result of:

(a) Failure or fluctuation of electric power, air conditioning, humidity control or other environmental conditions;

(b) Transportation, storage, misuse and or neglect by You, Your employees, agents, sub-contractors or any third parties; and

(c) incompatibility with Your Equipment, or any other equipment, hardware or software subsequently introduced or installed in Your business environment.

12.4 In addition to the provisions of clause 12.3, the following are expressly excluded from all Maintenance, Support & Monitoring Agreement arrangements offered by Us:

(d) Any maintenance, repair or replacement following attempts by anyone other than Us to maintain or repair Your Equipment, or any other equipment, hardware or software subsequently introduced or installed into Your business environment;

(e) Consumable items such as, but not limited to, toner cartridges, printer fuser units and batteries of any kind;

(f) Any printers with consumable parts installed which are not recommended by the manufacturer;

(g) Any hardware with accessories or parts installed or connected which are not recommended by the manufacturer;

(h) Any software or system upon which any software is installed, which has ceased or ceases to be supported by the manufacturer;

(i) Any pirate or unlawfully purchased software which is not genuine software;

(j) The cost of parts required to repair any Equipment that has failed;

(k) The repair or replacement cost of any piece of Equipment which is deemed by Us to be ‘obsolete’ because it is not reasonably practicable to replace or repair the parts or components on such piece of Equipment, on a like for like basis and/ or;

(l) The upgrade (whether by software or hardware) of any piece of Equipment.

13. Data Protection

13.1 Both parties (You and We) will comply with all applicable requirements of the Data Protection Legislation. This clause 13 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.

13.2 We will hold and process Your personal data in accordance with Our privacy policy as introduced and amended by Us from time to time.

13.3 The parties (You and We) acknowledge that:

(a) if We process any personal data on Your behalf when performing Our obligations under the Agreement , You are the data controller and We are the data processor for the purposes of the Data Protection Legislation (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).

(b) We will agree and document the scope, nature and purpose of processing by Us, the duration of the processing and the types of personal data (as defined in the Data Protection Legislation, Personal Data) and categories of Data Subject.

(c) the personal data may be transferred or stored outside the EEA or the country where You are located in order to carry out the Services and Our other obligations under the Agreement .

13.4 Without prejudice to the generality of clause 13.1, You will ensure You have all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Us for the duration and purposes of the Agreement so that We may lawfully use, process and transfer the Personal Data in accordance with the Agreement on the Your behalf.

13.5 Without prejudice to the generality of clause 13.1, We shall, in relation to any Personal Data processed in connection with the performance by Us of Our obligations under the Agreement :

(a) process that Personal Data only on the written instructions of You unless We are required by the laws of any Applicable Laws. Where We are relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, We shall promptly notify You of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Us from so notifying You;

(b) ensure that We have in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).

(c) assist You, at Your cost, in responding to any request from a Data Subject and in ensuring compliance with Your obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(d) notify You without undue delay on becoming aware of a Personal Data breach; and

(e) at Your written direction, delete or return Personal Data and copies thereof to You on termination of the Agreement unless required by any Applicable Laws to store the Personal Data;

14. Waiver

14.1 No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

15. Rights and remedies

15.1 Except as expressly provided in these terms the rights and remedies provided under the Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

16. Severance

16.1 If any provision or part-provision of these terms and conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these terms and or the Agreement.

17. Assignment

17.1 You shall not, without Our prior written consent, assign, transfer, charge, sub-contract, delegate, declare a trust over or deal in any other manner with all or any of Your rights or obligations under the Agreement.

17.2 We may at any time assign, transfer, charge, sub-contract, delegate, declare a trust over or deal in any other manner with all or any of Our rights or obligations under the Agreement.

18. No partnership or agency

18.1 Nothing in the Agreement is intended to or shall operate to create a partnership between You and Us, or to authorise either party to act as agent for the other, and neither You nor We 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).

19. Third party rights

19.1 These terms and conditions and the Agreement do not give rise to any rights under the Agreement s (Rights of Third Parties) Act 1999 to enforce any term of this terms or the Agreement.

20. Notices

20.1 Any notice or other communication given to a party under or in connection with the Agreement shall be in writing and shall be:

(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office; or

(b) sent by email, from a recognised, authorised email account.

20.2 Any notice or communication shall be deemed to have been received:

(a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;

(b) 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;

(c) if sent by email, at 9.00 am on the next Business Day after transmission.

20.3 Clauses 20.1 and 20.2 do not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

21. Governing law

21.1 The Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including without limitation non-contractual disputes or claims) are governed by and construed in accordance with the law of England and Wales.

22. Jurisdiction

22.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms and conditions or their subject matter or formation (including non-contractual disputes or claims).

Description of MSM Products
These Terms & Conditions should be read in conjunction with the appropriate detailed MSM Product Description Sheet.
• Maintenance, Support & Monitoring: Micro Plan
• Maintenance, Support & Monitoring: Essential Plan
• Maintenance, Support & Monitoring: Advanced Plan
• Maintenance, Support & Monitoring: Premium Plan
OR
• Maintenance, Support & Monitoring: Infinte Plan