Trademark notice
Last updated: February 14, 2025
AGREED TERMS
1. DEFINITIONS
In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:
Business Day means a day other than a Saturday, Sunday or an English public holiday;
Business Hours means between 09:00 and 17:00 on a Business Day;
Configuration Services if included in the Order Form, means the development of a specific hardware element or hardware configuration for the Customer, as further described in the Order Form;
Effective Date means the date specified within the Order Form;
Delivery Date means the delivery dates specified in the Order Form or such extended dates as may be granted pursuant to clause 20;
Delivery Location means the Customer's premises where the Equipment is to be delivered as specified in the Order Form;
Documentation means the operating manuals, user instructions, technical literature and all other related materials supplied to the Customer by the Supplier that pertain to the Equipment;
Equipment means such computer hardware equipment supplied by the Supplier to the Customer as described in the Order Form and such additions and changes thereto as shall from time to time be agreed in writing between the parties;
Equipment Fees means that part of the Fees payable in respect of the Equipment as specified in the Order Form;
Fees means the VAT-exclusive fees payable in consideration for the Equipment, Support Services and Configuration Services as applicable in the Order Form;
Order Form means the order form or signed quotation (as applicable) setting out the details of the Equipment, applicable Fees, details for Delivery Location and the relevant details of the Supplier and the Customer;
Services means the provision by the Supplier of any Configuration Services and or Support Services under this Agreement (in each case as applicable within the Order Form and given the context in which the term "Services" is used);
Support Services means first-line assistance provided by the Supplier as described in the Order Form.
2. SUPPLIER'S RESPONSIBILITIES
2.1 The Supplier hereby agrees during the continuance of this Agreement to:
2.1.1 sell the Equipment to the Customer;
2.1.2 use reasonable endeavours to provide the Services in accordance with this Agreement in all material respects;
2.1.3 manufacture, pack and deliver the Equipment in accordance with all generally accepted industry standards and practices that are applicable to the Supplier; and
2.1.4 use reasonable endeavours to deliver the Equipment at the Delivery Location on the Delivery Date, but any such Delivery Date shall be an estimate only and time for performance shall not be of the essence.
3. CUSTOMER'S OBLIGATIONS
3.1 The Customer shall:
3.1.1 pay all fees and charges as set out in the Order Form
3.1.2 provide all necessary co-operation to the Supplier in matters relating to this Agreement; and
3.1.3 provide to the Supplier all necessary access to information as may be reasonably required to allow the Supplier to provide the Services.
3.2 The Customer shall not:
3.2.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:
(a) attempt to copy, modify, duplicate, create derivative works from, display, or distribute all or any portion of the Equipment and/or Documentation (as applicable) in any form or media or by any means; or
(b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to components or derivative parts all or any part of the Equipment.
4. PAYMENT
4.1 The Fees shall be paid by the Customer in accordance with the Order Form.
4.2 The Fees and any additional charges payable under this Agreement are exclusive of any applicable VAT and other sales tax which shall be paid by the Customer at the rate and in the manner for the time being prescribed by law against submission of a valid tax invoice.
4.3 The Supplier shall have the right to charge interest on overdue invoices at rate of two percent (2%) per month above the Bank of England base rate calculated from the date when payment of invoice becomes due for payment up to and including the date of actual payment whether before or after judgment.
5. DELIVERY
5.1 On the Delivery Date the Supplier shall deliver the Equipment to the Delivery Location.
5.2 Unless otherwise specified in the Order Form, delivery of the Equipment shall be provided on
5.3 The Customer is responsible for delivery fees as set out within the Order Form, as well as any additional costs including but not limited to; transportation from the Delivery Location; export and import duties; insurance; and any other costs associated with the transport to the Delivery Location.
5.4 Delays in the delivery of Equipment shall not entitle the Customer to:
5.4.1 refuse to take delivery of the Equipment;
5.4.2 claim damages; or
5.4.3 terminate this Agreement, subject always to clauses 7 and 19.
5.5 The Supplier shall have no liability for any failure or delay in delivering the Equipment to the extent that any such failure or delay is caused by the Customer's failure to comply with its obligations under this Agreement or due to any act or omission of the Customer's nominated carrier.
6. TITLE AND RISK
6.1 The title to the Equipment shall pass to the Customer on payment in full of the Equipment Fees and any other sums which may then be due under this Agreement. Until payment the Customer shall keep the Equipment separate from other equipment and where the Customer does not pay for the Equipment when due including without limitation where it goes into administration or liquidation the Supplier shall have a right of entry to recover its Equipment before payment for that Equipment has been made.
6.2 Risk in the Equipment shall pass to the Customer on delivery. If any part of the Equipment shall thereafter be lost, destroyed or damaged the Supplier shall promptly replace the same subject to the Customer paying the cost of such replacement. Accordingly the Customer shall be responsible for insuring the Equipment against all normal risks with effect from the time risk passes.
7. CUSTOMER'S DEFAULT
If the Supplier is prevented or delayed from performing its obligations under this Agreement by reason of any act or omission of the Customer (other than a delay by the Customer for which the Customer is excused under clause 21) then the Customer will pay to the Supplier all reasonable costs charges and losses sustained or incurred by the Supplier as a result (including without limitation the cost of storage and insurance of the Equipment). The Supplier shall promptly notify the Customer in writing of any claim which it may have under this Clause giving such particulars thereof as it is then able to provide.
8. TERMINATION
8.1 The Customer may terminate this Agreement at any time by giving at least sixty (60) days' prior written notice to the Supplier, however whereby the Customer terminates this Agreement and there is an Order in progress the Customer shall be fully liable for the full and complete costs of the placed Order irrespective of the date of termination hereunder. The aforementioned obligation to pay the full order value is a genuine pre-estimate of loss suffered by the Supplier and shall be treated and Customer hereby agrees that such obligation is an early termination fee.
8.2 The Supplier may terminate this Agreement forthwith on giving notice in writing to the Customer if:
8.2.1 the Customer commits any serious breach of any term of this Agreement and (in the case of a breach capable of being remedied) shall have failed, within thirty (30) days after the receipt of a request in writing from the Supplier to do so, to remedy the breach (such request to contain a warning of the Supplier's intention to terminate); or
8.2.2 the Customer fails to pay any sum due under the terms of this Agreement and such sum remains unpaid for fourteen (14) days after written notice from the Supplier that such sum has not been paid.
8.3 The Customer may terminate this Agreement forthwith on giving notice in writing to the Supplier if the Equipment is lost, stolen or destroyed or damaged beyond economic repair.
8.4 Any termination of this Agreement shall not affect any accrued rights or liabilities of either party nor shall it effect the coming into force or the continuance in force of any provision in this Agreement which is expressly or by implication intended to come into or continue in force on or after such termination.
9. WARRANTIES
9.1 The Supplier warrants that the Equipment will be free from defects in material workmanship for a period of twelve (12) months after the Delivery Date (the Warranty Period).
9.2 If the Supplier receives written notice from the Customer of any breach of the said warranty then the Customer shall return the Equipment to the Supplier at the Customer's expense. The Supplier shall, at its own discretion and within a reasonable time after receiving such notice repair (or, at its opinion, replace) the Equipment or such parts of it as are defective or otherwise remedy such defect provided that the Supplier shall have no liability or obligations under the said warranty unless it shall have received written notice of the defect in question no later than the enquiry of the Warranty Period. If the Equipment is found to be faulty due to a defect in material or workmanship, the Supplier will reimburse the Customer for the costs of returning the Equipment. Determination of whether the Equipment is faulty shall be at the Supplier's sole discretion. . The title to the Equipment or any defective parts shall revert to the Supplier upon the replacement of the Equipment or such defective parts.
9.3 The Supplier shall have no liability or obligations under the said warranty other than to remedy breaches thereof by the provision of materials and services within a reasonable time and without charge to the Customer, except for refundable return shipping costs as specified at clause 9.2. If the Supplier shall fail to comply with such obligations its liability for such failure shall be limited to a sum equal to the Fees. The foregoing states the entire liability of the Supplier whether in contract or tort for defects in the Equipment notified to it after the Delivery Date other than liability assumed under clause 14.
9.4 The said warranty is contingent upon the proper use of the Equipment by the Customer and does not cover any part of the Equipment which has been modified without the Supplier's prior written consent or which has been subjected to unusual physical or electrical stress or on which the original identification marks have been removed or altered. Nor will such warranty apply if repair or parts replacement is required as a result of causes other than ordinary use including without limitation accident hazard humidity control or other environmental conditions.
9.5 The Supplier does not give any warranty that the Equipment is fit for any particular purpose unless that purpose is specifically advised to the Supplier in writing by the Customer and the Supplier confirms in writing that the Equipment can fulfil that particular purpose.
9.6 The Supplier does not warrant that the Equipment will achieve any particular performance criteria unless:
9.6.1 the Supplier has specifically guaranteed such criteria in writing subject to specified tolerances in an agreed sum as liquid damages; and
9.6.2 the environmental conditions specified by the Supplier are maintained.
9.7 The Supplier shall not be liable for the Equipment's failure to comply with the obligations set out in clause 9.1 in any of the following events:
9.7.1 the Customer makes any further use of the Equipment after giving notice in accordance with clause 9.2;
9.7.2 the defect arises because the Customer failed to follow Supplier's oral or written instructions for the storage, commissioning, installation, use and maintenance of the Equipment or (if there are none) good trade practice regarding the same;
9.7.3 the defect arises as a result of Supplier following any drawing, design or specification supplied by the Customer;
9.7.4 the Customer alters or repairs the Equipment without the written consent of Supplier;
9.7.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
9.7.6 the Equipment differ from the specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
9.8 Except as expressly and specifically provided in this Agreement, all warranties, conditions, and all other terms of any kind whatsoever implied by statute or otherwise are to the fullest extent permitted by applicable law, excluded from this Agreement. The Customer acknowledges that the Equipment the Services, and any information provided by or on behalf of the Supplier are provided to the Customer on an as is basis. Save as expressly stipulated in this Agreement, no assurance, warranty, or representation is given hereunder by the Supplier that any of the Services (or any part thereof) will comply with or will satisfy any legal or regulatory obligation of any person.
10. CUSTOMER'S WARRANTY
The Customer warrants that it has not relied on any oral representation made by the Supplier or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Supplier which are only intended to convey a general idea of the products and services mentioned therein.
11. DOCUMENTATION
The Supplier shall provide the Customer with Documentation containing sufficient information to enable proper use of all the facilities and functions of the Equipment. If the Customer requires further copies of the Documentation, then these may be obtained under licence from the Supplier in accordance with its standard scale of charges from time to time in force.
12. REMOVAL OF LABELS
The Customer shall not change, remove or obscure any labels, plates, insignia, lettering or other markings which are on the Equipment at the time of Delivery.
13. INTELLECTUAL PROPERTY RIGHTS
13.1 The Customer acknowledges and agrees that the Supplier owns all intellectual property rights in the Equipment, Services and the Documentation. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Equipment, Services or Documentation.
13.2 The Supplier shall indemnify the Customer 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 and other reasonable professional costs and expenses) suffered or incurred by the Customer arising out of or in connection with any claim made against the Customer for actual or alleged infringement of a third party's Intellectual Property Rights arising out of or in connection with the supply or use of the Equipment, subject to the following conditions:
13.2.1 the Customer shall promptly notify the Supplier in writing of any allegations of infringement of which it has notice and will not make any admission without the Supplier's prior written consent;
13.2.2 the Customer at the Supplier's request and expense shall allow the Supplier to conduct and/or settle all negotiations and litigation resulting from any such claim;
13.2.3 the Customer shall at the request of the Supplier afford all reasonable assistance with such negotiations or litigation.
13.3 The indemnity given under the sub-clause above will not apply to infringement arising out of the use of the Equipment or any part thereof in combination with any equipment and/or computer programs not supplied or approved by the Supplier for use with the Equipment.
14. LIABILITY
14.1 The Supplier shall indemnify the Customer and keep the Customer fully and effectively indemnified against any loss or damage to any property or injury to or death of any person caused by any negligent act or omission or wilful misconduct of the Supplier, its employees, agents or sub-contractors or by any defect in the design or workmanship of the Equipment.
14.2 The Customer shall indemnify the Supplier and keep the Supplier fully and effectively indemnified against any loss or damage to any property or injury to or death caused by any negligent act or omission or wilful misconduct of the Customer, its employees, agents or sub-contractors.
14.3 Except in respect of injury or death of any person (for which no limit applies) the total aggregate liability of the Supplier under this Agreement shall not exceed:
14.3.1 The Equipment Fees paid by the Customer, where liability arises in respect of the Equipment; or
14.3.2 The Fees paid by the Customer for the Services, where liability arises in respect of the Services.
14.4 Notwithstanding anything else contained in this Agreement the Supplier shall not be liable to the Customer for loss of profits or contacts or other indirect or consequential loss whether arising from negligence breach of contract or howsoever, save that nothing in this Agreement shall exclude the liability of either party to the other for death or personal injury caused by its negligence.
15. CONFIDENTIALITY AND DATA PROTECTION
15.1 Each party shall keep all information about the other's products, financial and business information whether marked confidential or not strictly confidential and only use the other party's such information for the purpose of this Agreement during the term of this Agreement and after it ends. This clause does not apply to information in the public domain.
15.2 The parties hereby undertake to comply with the provisions of UK GDPR and the Data Protection Act 2018 as amended and all other relevant data protection legislation in force from time to time. Neither party shall disclose personal data to the other party unless it has a lawful basis to do so under such legislation. Where this Agreement may involve data processing the parties shall enter into a data processing agreement on the same date as this Agreement.
16. AGENCY
This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary or other relationship between the parties other than the contractual relationship expressly provided for in this Agreement.
17. AMENDMENTS
This Agreement may not be released, discharged, supplemented, interpreted, amended, varied or modified in any manner except by an instrument in writing signed by a duly authorised officer or representative of each of the parties hereto.
18. ASSIGNMENT
18.1 This Agreement is personal to the parties and, subject to clause 18.2 below, neither this Agreement nor any rights, licenses or obligations under this Agreement, may be assigned by either party without the prior written approval of the other party.
18.2 Notwithstanding the foregoing, either party may assign this Agreement to any acquirer of all or of substantially all of such party's equity securities, assets or business relating to the subject matter of this Agreement or to any entity controlled by, that controls, or is under common control with a party to this Agreement. Any attempted assignment in violation of this clause will be void and without effect.
19. ENTIRE AGREEMENT
This Agreement supersedes all prior agreements, arrangements and undertakings between the parties and constitutes the entire Agreement between the parties relating to the subject matter of this Agreement. However the obligations of the parties under any pre-existing non-disclosure agreement shall remain in full force and effect insofar as there is no conflict between the same. The parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement.
20. FORCE MAJEURE
Neither party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that party. If such circumstances continue for a continuous period of more than four (4) months, either party may terminate this Agreement by written notice to the other party.
21. NOTICES
21.1 All notices hereunder shall be in writing.
21.2 Notices shall be deemed to have been duly given:
21.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during Business Hours of the recipient; or
21.2.2 when sent, if transmitted by e-mail during Business Hours of the recipient (or, if outside the recipient's Business Hours, at the time when Business Hours recommence); or
21.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage pre-paid; or
21.2.4 on the tenth business day following mailing, if mailed by airmail, postage pre-paid,
in each case addressed to the most recent address or e-mail address notified to the other party.
22. SEVERANCE
If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement.
23. WAIVER
No delay, neglect or forbearance on the part of either party in enforcing against the other party any term or condition of this Agreement shall either be or be deemed to be a waiver or in any way prejudice any right of that party under this Agreement. No right, power or remedy in this Agreement conferred upon or reserved for either party is exclusive of any other right, power or remedy available to that party.
24. COUNTERPARTS
This Agreement may be executed in any number of counterparts or duplicates, each of which shall be an original, and such counterparts or duplicates shall together constitute one and the same agreement.
25. SUBCONTRACTING
The Supplier may perform any or all of its obligations under this Agreement through agents or sub-contractors, provided that the Supplier shall remain liable for such performance and shall indemnify the Customer against any loss or damage suffered by the Customer arising from any act or omission of such agents or sub-contractors.
26. THIRD PARTIES
The parties confirm their intent not to confer any rights on any third parties by virtue of this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.
27. DISPUTE RESOLUTION
27.1 If a dispute arises out of or in connection with this Agreement or the performance, validity or enforceability of it (a "Dispute") then except as expressly provided in this Agreement, the parties shall follow the procedure set out in this clause 27:
27.1.1 either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (a "Dispute Notice"), together with relevant supporting documents. On service of the Dispute Notice, a senior member of the Supplier and a senior member of the Customer shall attempt in good faith to resolve the Dispute;
27.1.2 if the senior members of the parties are for any reason unable to resolve the Dispute within fifteen (15) days of service of the Dispute Notice, the Dispute shall be referred to the relevant senior leadership team (an/or directors) of each party who shall attempt in good faith to resolve it;
27.1.3 if the Parties any reason unable to resolve the Dispute within twenty (20) days of it being referred to them from clause 27.1, the parties agree to enter into mediation in good faith to settle the Dispute in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties within ten (10) days service of the Dispute Notice, the mediator will be nominated by CEDR. To initiate the mediation, a party must give notice in writing (ADR notice) to the other party to the Dispute, referring the dispute to mediation. A copy of the ADR notice should be sent to CEDR;
27.1.4 unless otherwise agreed between the parties, the mediation will start not later than ten (10) days after the date of the ADR notice.
27.2 The commencement of mediation shall not prevent the parties commencing or continuing court proceedings in relation to the Dispute under clause 28, which clause shall apply at all times.
28. GOVERNING LAW AND JURISDICTION
28.1 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.