1.0 Interpretation
The headings in these Terms and Conditions are for convenience only and shall not affect their interpretation.
Words imparting the singular shall include the plural and vice-versa.
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
A reference to legislation or a legislative provision is a reference to it as amended or re-enacted and includes all subordinate legislation made under that legislation or legislative provision from time to time.
Any words following the terms including, include, in particular, for example
or any similar expression shall be interpreted as illustrative and shall not limit the interpretation of the words preceding those terms.
A reference to writing or written includes email. In this Contract:
“I-Klarity" means I-Klarity Video Solutions Limited, a company registered in England & Wales with company number 07531415 and with its registered office address at 13 London Street, Chertsey, England KT16 8AP.
“I-Klarity Equipment" means any hardware, equipment, including any Software and/or network devices, user devices, tools, cabling or other physical items owned, operated or controlled by I-Klarity to provide the Services (whether directly or indirectly).
“Accepted Quotation" means the scope, description, and Charges for the Services and/or Goods set out in writing including any supporting schedules attached thereto which I-Klarity has offered to provide the Customer, and the Customer has agreed to purchase subject to the Conditions.
“Charges" means the price and charges for the Services and/or Goods payable by the Customer to I-Klarity, as notified to the Customer in the quotation or from time to time including any reasonable charges for early termination or cancellation.
“Conditions" means these terms and conditions for the supply by I-Klarity of the Services and/or Goods to the Customer.
“Contract" means a contract governing the provision of the Services and/or Goods by I-Klarity to the Customer comprising, in order of precedence, these Conditions, the relevant Accepted Quotation, the information captured under the Registration Process (if applicable), and the relevant Order Form (if any).
“Customer" means the person, entity or firm who purchases the Services and/or Goods from I-Klarity referred to in the quotation.
“Customer Representative" means the person(s) acting on behalf of the Customer who is named on the Order Form (if any), or the person(s) acting on behalf of the Customer who is named in the Registration Process where applicable. I-Klarity may accept instructions from another person acting on behalf of the Customer who I-Klarity reasonably believes is acting with the Customer's authority or knowledge.
“Customer Equipment" means any equipment and/or user devices, including any software and/or network devices, for use with the Services and/or Goods which is not part of I-Klarity Equipment and is owned, operated or controlled by the Customer.
“Goods" means any system and/or room components including equipment, user devices, hardware, and/or Software which are supplied by I-Klarity to the Customer pursuant to the Contract, as described in the Accepted Quotation.
“Group Company" means, in respect of an entity, any subsidiary or holding company of such entity or any subsidiary of any such holding company, all as defined by Section 1159 of the Companies Act 2006.
“Intellectual Property Rights" means any patents, petty patents, registered designs, copyright and neighboring and related rights, moral rights, trade marks 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, database rights, rights in computer software, rights in designs, rights to invention, semiconductor topography right, 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.
“LAN/WAN" means local area network and wide area network.
“Minimum Period of Service" means the minimum duration for the Services or any component of the Services, that shall mean no less than 12 months commencing on the Services Start Date, unless defined otherwise in the Accepted Quotation. The Minimum Period of Service shall auto renew on each anniversary of the Services Start Date for a further period of no less than 12 months unless the Customer gives prior notice in writing in accordance with the Contract to I-Klarity to terminate the Service(s) no less than 90 calendar days before the commencement of the next auto renewal.
“Order Form" means an order form for Services and/or Goods, filled out with all the necessary information provided by the Customer to I-Klarity.
“Registration Process" means the registration process determined by I-Klarity and completed on behalf of the Customer in relation to the provision of any part of the Services and/or Goods, as may be required by I-Klarity.
“Services" means the conferencing, design, build, procurement, installation, project management, consultancy, resourcing, support and maintenance and/or other service(s) provided by I-Klarity to the Customer under the Contract, as described in the Accepted Quotation.
“Services Start Date" means the date when the Customer first starts to use the Services or the date when the Services are first made available to the Customer, whichever is the earlier, unless otherwise stated in the Accepted Quotation.
“Site" means the place(s) at which I-Klarity agrees to provide the Services and/or to deliver the Goods, as the context requires.
“Software" means any software and associated written and electronic documentation and data provided by I-Klarity under the Contract.
“Systems Administrator" means a person named by the Customer as the point of contact with I-Klarity for matters relating to the provision of any part of the Services and/or Goods.
“User" means anyone who is permitted by the Customer to use or access the Goods and/or Services provided under the Contract.
“User-ID(s)" means the pass codes or access codes or other codes allocated by I-Klarity to the Customer, to allow any User acting on behalf of the Customer to use any part of the Services and/or Goods.
“Working Day" means GMT 9.00am to 6.00pm on any day between Monday and Friday, excluding bank and public holidays in England.
2.0 Commencement of this Contract
1.The Contract begins on the earlier of:
1.the date on which I-Klarity receives written acceptance of its quotation from the Customer, at which point such quotation becomes an Accepted Quotation pursuant to these Conditions; or
2.the Services Start Date.
2.Subject to any terms and conditions in the Accepted Quotation, and/or captured under the Registration Process, these Conditions apply to the Contract to the exclusion of any other terms and conditions that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
3.All of these Conditions shall apply to the supply of the whole or any part of both the Goods and/or Services, except where application to one or the other is specified.
4.The Services commence on the Services Start Date and will be for the Minimum Period of Service unless stated otherwise in the Accepted Quotation. The Minimum Period of Service shall auto renew on each anniversary of the Services Start Date for a further period of no less than 12 months unless the Customer gives prior notice in writing in accordance with the Contract to I-Klarity to terminate the Service(s) no less than 90 calendar days before the commencement of the next auto renewal.
3.0 Provision of the Services and/or Goods
1.I-Klarity will provide the Services and/or the Goods to the Customer on the terms of this Contract.
2.The provision of the Services and/or Goods is at all times subject to the availability of appropriate facilities and I-Klarity does not guarantee to provide the Services and/or Goods on each occasion that the Customer requests it (unless agreed otherwise by I-Klarity in writing). I-Klarity will try to provide the Services and/or Goods by any date agreed with the Customer, but all dates are estimates only (unless agreed otherwise by I-Klarity in writing). Time is not of the essence unless agreed otherwise by I-Klarity in the Accepted Quotation.
3.I-Klarity will provide the Services and/or Goods with the reasonable skill and care of a competent telecommunications and/or audio-visual service provider. I-Klarity cannot guarantee fault free Services and/or Goods, and from time-to-time faults may occur. If the Customer reports a valid fault in the Services and/or Goods relating to defects that are not attributable to the Customer or any User or third party, I-Klarity will, at its choice, make arrangements for the repair of the fault or provide a replacement, as it considers appropriate and subject always to these Conditions.
4.VAT and other taxes or levies which are imposed or charged by any competent authority will be specified on the Accepted Quotation. The Customer shall pay any VAT and other taxes or levies in addition to any Charges.
5.Any quotation provided by I-Klarity is valid for a period of 30 days unless otherwise specified on the quotation and unless expressly withdrawn by I-Klarity at an earlier time.
6.If I-Klarity agrees to work outside the hours specified in the Contract, or if the Customer reports a fault and I-Klarity finds there is none or that the Customer or any User or other third party has caused the fault, I-Klarity may apply a charge for its time in providing such additional Services. This charge will be calculated in accordance with the Contract or if not detailed in the Contract based on I-Klarity's reasonable costs incurred in connection with the provision of such additional Services and prevailing charges in force at the time such additional Services are provided
7.Occasionally I-Klarity may:
a.for operational reasons, change the codes or the numbers used by I-Klarity for the provision of any part of the Services, or the way I-Klarity provides the Services and/or Goods or the technical specification of the Services and/or Goods, provided that any change to the way I-Klarity provides the Services and/or Goods or makes any changes to the technical specification does not materially affect the performance of the Services and/or the Goods;
b.give the Customer instructions which it believes are necessary for reasons of health, safety, security or the quality and performance of the Services and/or Goods and the Customer shall comply with such instructions; or
c.temporarily suspend the Services and/or delivery of Goods because of an emergency or for operational reasons, maintenance or improvements. Services and/or delivery of Goods will be restored as soon as reasonably possible.
Before doing any of these things in Clause 3.7 I-Klarity will aim to give the Customer reasonable prior notice, where possible.
8.The Customer does not own any number or have any right to sell the number related to any Services and/or Goods, including the conferencing services forming part of any Services.
9.Where I-Klarity provides support and maintenance services as part of the Services, the Accepted Quotation shall include details of the Services Start Date and the Minimum Period of Service, and particulars relating to the scope and place of the contracted service levels and availability, spares holding, and processes for the resolution of incidents, and monitoring of service performance.
10.I-Klarity will be entitled to charge the Customer for any out- of-pocket expenses incurred by any person acting on its behalf in connection with the Services and/or Goods, including travel, subsistence, accommodation and/or associated expenses in respect of requests for site attendance by the Customer unless otherwise agreed in an Accepted Quotation.
11.The Customer and its Users accept that I-Klarity may monitor and record calls relating to customer services and telemarketing. I-Klarity does this for training purposes and to improve the quality of its customer services.
12.The parties expressly acknowledge and agree that the Contract is on a non-exclusive basis. The Customer is free to procure similar Services and/or Goods from other suppliers and I-Klarity is entitled to offer and provide its Services and/or Goods to other customers.
4.0 Connection of LAN/WAN to the Services and/or Goods
The Customer will obtain any licences, consents and other permissions needed for I-Klarity to deliver the Services and/or Goods on the Site. The Customer will not permit or make any attempt to disassemble, deconstruct, break down, hack or otherwise interfere with any I-Klarity Equipment. The Customer must ensure that any Customer Equipment and/or LAN/WAN:
a.attached, connected to or used with the Services and/or Goods (in each case whether directly or indirectly, is attached, connected and used in accordance with any and all applicable laws, regulations, third party agreements / licences, instructions, standards, safety and security procedures;
b.is technically compatible with the Services and/or Goods and will not harm I-Klarity's Equipment and/or any other person's equipment or software where applicable;
c.is connected using the applicable I-Klarity access functionality, unless the Customer has I-Klarity's prior written permission to connect by another means; and
d.is adequately protected by the Customer against viruses and other breaches of security.
5.0 Access and Site Regulations
1.There may be times that the Customer requires I-Klarity to access the Site for the provision of the Services and/or supply of Goods and/or additional support purposes under the Contract. The Customer agrees to prepare the Site according to any reasonable instructions I-Klarity may give. The Customer agrees to provide I-Klarity timely access to appropriate Customer personnel, including the Customer Representative, Systems Administrator and Users, and will arrange for I-Klarity personnel to have suitable and safe access to the Customer's relevant facilities, equipment, software and/or systems. To enable I-Klarity to carry out its obligations, the Customer will provide I-Klarity employees and anyone acting on I-Klarity's behalf, who produces a valid identity card, with assistance as reasonably requested including access to the Site, relevant facilities, equipment, software, systems, and personnel. The Customer agrees to provide suitable parking (if available) and office space and associated resources for I-Klarity personnel working on the Site including all necessary computing and office support resources. I-Klarity employees, and anyone acting on behalf of I-Klarity, shall remain under the supervision of the Customer whilst on the Site.
2.I-Klarity employees and anyone acting on I-Klarity's behalf will observe the Customer's reasonable Site regulations as previously advised in writing to I-Klarity by the Customer. In the event of any conflict between the Site regulations and these Conditions, these Conditions will prevail.
3.Where I-Klarity provides resourcing services and supplies personnel to be on site and become part of the Customer's in-house team as part of the Services, such personnel shall always be under the supervision of the Customer and the Customer shall be responsible for their day-to day activities and compliance with the Customer's office, security and other applicable policies.
4.Where I-Klarity provides support and maintenance services, resourcing or other applicable services as part of the Services, key personnel are not required to be specifically named and may be substituted at the discretion of I-Klarity although I-Klarity will aim to notify the Customer in advance of changes to any key personnel involved in the delivery of the Services.
5.The Customer shall keep I-Klarity informed of its office, security and other applicable policies and provide reasonable assistance in ensuring compliance.
6.0 Security
1.The Customer is responsible for the security of its own premises, the Site, Customer Equipment and ICT environment and the proper use of User IDs. The Customer will comply with all the reasonable requirements of the Registration Process where applicable.
2.The Customer must take all necessary steps to ensure the User IDs are kept secure and confidential and must not disclose the User IDs to unauthorised persons.
3.The Customer must immediately inform I-Klarity if there is any reason to believe that a User ID has or is likely to become known to someone not authorised to use it or is being or is likely to be used in an unauthorised way.
4.The Customer must not change or attempt to change a User ID without I-Klarity's prior agreement. If a Customer forgets or loses a User ID, the Customer must contact I-Klarity and satisfy such security checks as I-Klarity may operate.
5.I-Klarity does not guarantee the security of the Services against unauthorised or unlawful access or use.
6.I-Klarity reserves the right to suspend access to the Services and/or change User IDs or require the Customer to change the User IDs if at any time I-Klarity considers that there is or is likely to be a breach of security.
7.The Customer must immediately inform I-Klarity of any changes to the information the Customer supplied when registering for any of the Services and/or Goods, including the conferencing services.
8.Where the Services and/or Goods are accessed via the internet the Customer understands and agrees that the use of the internet is at the Customer's own risk.
7.0 Use of the Services and/or Goods
1.It is the Customer's responsibility to obtain and keep in force any licences, consents and other permissions necessary for the Customer and its Users to use the Services and/or Goods in any country in which they are provided unless agreed otherwise in writing between the parties.
2.Unless I-Klarity agrees otherwise in writing the Services and/or Goods are provided solely to the Customer and the Customer will not resell or attempt to resell the Services and/or Goods or access to any part of them to any third party.
3.The Customer will ensure that the Services and/or Goods (as applicable) are not used:
a.in a way that does not comply with the terms of any legislation or any licence, code of practice, instructions or guidelines issued by a regulatory authority or with any third person's rights or that is in any way fraudulent or unlawful;
b.in a way that does not comply with any instructions given by any other public telecommunications operator or other competent authority, in any country where the Services and/or Goods are provided;
c.to send, communicate, knowingly receive, upload, download, use or re-use any information or material or make any calls which is or are abusive, indecent, defamatory, obscene, intended to deceive, cause annoyance, needless anxiety, menacing, and/or is in breach of confidence, copyright, privacy or any other rights;
d.to send or provide unsolicited advertising or promotional material, or knowingly to receive responses to any unsolicited advertising or promotional material sent or provided using the Services by any third party; or
e.other than, where relevant, in accordance with I-Klarity's acceptable use policies. The Customer must not:
i.interfere with another user's use and enjoyment of the Services or another individual's or entity's use and enjoyment of similar services;
ii.violate any person's proprietary, publicity, privacy, or other right;
iii.misuse or disclose a person's confidential or proprietary information;
iv.transmit, store, or knowingly receive any obscene or pornographic material including displays of nudity and/or sexual activities or engage in any misleading, torturous, defamatory, libellous, or offensive activity;
v.transmit or upload any material that contains software or other material protected by intellectual property laws, rights of privacy or publicity or any other applicable law unless the Customer owns or controls the rights thereto or has received all necessary consents;
vi.attempt to gain unauthorised access to I-Klarity's services, other accounts, computer systems or networks connected to the Services, through password mining or any other means;
vii.disrupt the Services and/or Goods, other users, and/or connected services through the use of methods such as viruses, Trojan horses, worms, time bombs, cancel bots, denial of service attacks, flooding, or spamming;
viii.harvest or otherwise collect information about others without their consent;
ix.create a false identity for the purpose of misleading others as to the identity of the Customer or any User; and/or
x.permit or authorise others to use the Services and/or Goods in connection with the design, development, production, stockpiling or use of any chemical or biological weapons.
4.If the Customer or anyone else, with or without the Customer's knowledge or approval, uses:
a.the Services and/or Goods in contravention of Clauses 7.1 to 7.3 inclusive; or
b.the server capacity or any software made available to it in any way which, in I-Klarity's opinion, is, or is likely to be, detrimental to the provision of the Services and/or Goods to the Customer and fails to take corrective action within a reasonable period of receiving notice from I-Klarity to do so,
I-Klarity may treat the contravention as a breach of the Contract for the purposes of Section 17.
5.The Customer shall indemnify I-Klarity and keep I-Klarity indemnified against all liabilities, costs, expenses, damages and other amounts suffered and/or incurred by I-Klarity and/or any person acting on behalf of I-Klarity arising out of or in connection with any claims or legal proceedings which are brought or threatened against I-Klarity and/or any person acting on its behalf in connection with (i) the Customer's breach or negligent performance or non-performance of the Contract; (ii) any claim by a third party arising out of or in connection with the provision of the Services and/or Goods, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Customer, its employees, agents or subcontractors and/or any User; and/or (iii) any claim by a third party for death, personal injury or damage to property arising out of or in connection with defective Goods, to the extent that the defect in the Goods is attributable to the acts or omissions of the Customer, its employees, agents or subcontractors. I-Klarity will notify the Customer of any such claims or proceedings and keep the Customer informed as to the progress of such claims or proceedings and shall consider the Customer's reasonable representations.
6.The Customer is responsible and liable for the acts and omissions of all Users (including the Customer Representative, the Systems Administrator and any other Users) in connection with the Services and/or Goods and is responsible and liable for any failure by any Users to perform or observe any terms or conditions of this Contract, including any instructions issued under Clauses 7.3 and 7.4.
7.The Customer agrees to respond promptly and in any case within five Working Days, to any of I-Klarity's requests for the Customer to provide directions, information, approvals, authorisations or decisions that are reasonably necessary for I-Klarity to perform the Services and/or deliver the Goods. To the maximum extent legally permitted, I-Klarity shall not be liable, or in breach of the Contract, for any delay or failure in performing any of its obligations under the Contract as a result of the Customer's failure to respond or provide the relevant information to I-Klarity in accordance with this Clause 7.7.
8.The Customer agrees to ensure that its personnel who work on I-Klarity Equipment and systems are adequately qualified and receive suitable training both to ensure the safety of the Customer's personnel and to safeguard equipment and systems.
9.In connection with support and maintenance services forming part of the Services, the following additional provisions shall apply unless agreed otherwise in the quotation:
a.where a repair is not economically viable or is unrepairable as a direct result of obsolescence or unavailability of parts, or if the manufacturer's warranty has expired, I-Klarity may deem the equipment and/or software to be Beyond Economic Repair (BER). If BER applies, I-Klarity shall submit a quotation for a suitable replacement to the Customer for its approval and acceptance.
b.If because of an uncontrolled power down or power up, any equipment and/or software within the scope of the support and maintenance services is identified as being faulty, I-Klarity reserves the right to charge for engineer visits and subsequent repairs and/or replacements required to fix the fault.
c.The Customer agrees to maintain a minimum level of spares holding as specified in the Accepted Quotation until such time as it may become unviable to hold such spares due to the age of the system.
8.0 Intellectual Property Rights
1.Except as expressly set out in the Contract, the Customer and I-Klarity do not acquire any rights in or licences to the other's Intellectual Property Rights.
2.All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any Customer Equipment) shall be owned by I-Klarity or its third party licensors.
3.Where Software is provided to enable the Customer to receive and use the Services and/or Goods, I-Klarity grants the Customer for the duration of the Contract a non-exclusive, non-transferable licence to use the Software for that purpose. Unless otherwise agreed in writing, any licence granted by I-Klarity under this Clause 8.3 will end immediately and automatically when the Contract is terminated.
4.The Customer will not, without I-Klarity's prior written consent, copy, decompile or modify the Software, nor copy the manuals or documentation or permit anyone else to do so (except as permitted by law or as expressly permitted under the Contract).
5.If the Services and/or Goods provides the Customer with Software licensed by third parties who require the Customer to accept their terms of use, the Customer must comply with those terms. The Customer will sign any agreement reasonably required by the owner of any Intellectual Property Rights in the Software to protect the owner's interest in that Software.
6.I-Klarity may offer updates or modifications to the Software or documentation. Any applicable charges for such updates or modifications will be notified to the Customer at any time I-Klarity offers such updates or modifications.
7.The Customer shall not sub-license, assign or otherwise transfer the rights granted by this Section 8.
8.The Customer grants I-Klarity a fully paid-up, non-exclusive, royalty-free, licence to use and sublicence any facilities, equipment, software, systems, data and materials provided by the Customer or accessed by I-Klarity, including any rights arising in the connection with the Customer Equipment, for the purpose of providing the Services and/or Goods to the Customer.
9.0 Intellectual Property Right Indemnities
1.Subject always to Clauses 9.2 and 14.5, I-Klarity will indemnify the Customer against any claims and proceedings arising from the actual infringement of any third-party Intellectual Property Rights arising from I-Klarity's provision of the Services and/or Goods to the Customer. As a condition of this indemnity the Customer must:
a.notify I-Klarity promptly in writing of any allegation of infringement;
b.make no admission relating to the infringement;
c.allow I-Klarity to conduct all negotiations and proceedings in respect of any claims and give I-Klarity all reasonable assistance in doing so (I-Klarity will pay the Customer's reasonable expenses for such assistance); and
d.allow I-Klarity to modify the Services and/or Goods, or any item provided as part of the Services and/or Goods, so as to avoid the infringement, provided that the modification does not materially affect the performance of the Services and/or Goods.
2.The indemnity in Clause 9.1 does not apply to infringements caused by the use of the Services and/or Goods in conjunction with other equipment, software or services not supplied by I-Klarity or any modification which was not made by I-Klarity or with I-Klarity's prior written consent or the use of the Services and/or Goods other than in accordance with the terms of the Contract or breach by the Customer of Sections 4.0, 7.0 and/or 8.0 or to infringements caused by designs or specifications made by, or on behalf of, the Customer. The Customer will indemnify I-Klarity against all claims, proceedings and expenses arising from such infringements.
3.If the Services and/or Goods become, or I-Klarity believes it is likely to become, the subject of a claim of infringement of any Intellectual Property Rights, I-Klarity, at its option and expense, may secure for the Customer a right of continued use or modify or replace the Services and/or Goods so that it is no longer infringing, provided that the modification or replacement does not materially affect the performance of the Services and/or Goods.
4.If the indemnity in Clause 9.1 applies and none of the remedies in this Section 9 are available to I-Klarity on reasonable terms, I-Klarity may notify the Customer and terminate the Services and/or Goods without liability to the Customer in relation to such termination.
5.The Customer shall indemnify I-Klarity against all liabilities, costs, expenses, damages and losses suffered or incurred by I-Klarity arising out of or in connection with any claims or proceedings made against I-Klarity arising from the actual or alleged infringement of a third party's Intellectual Property Rights arising out of or in connection with the exercise by I-Klarity of the rights granted pursuant to Clause 8.8.
10.0 LAN/Wan access
1.If the Customer accesses the conferencing services or other services as part of the Services as required via a LAN/WAN, the Customer is responsible for:
a.providing and maintaining a suitable LAN/WAN and Internet protocol ("IP") router capable of interfacing satisfactorily with the Services and/or Goods;
b.configuration of the IP router; and
c.the appointment of a Systems Administrator.
2.The Customer acknowledges that I-Klarity is not responsible for providing any support, whether technical or otherwise, for the Customer's LAN/WAN unless otherwise agreed within the Accepted Quotation.
3.Where IP addresses are allocated to the Customer, these are for use in connection only with the Services and/or Goods and all rights in those IP addresses belong to I-Klarity. The Customer cannot sell them or agree to transfer them to anyone else and must not try to do so. If this Contract is terminated for any reason the IP addresses will revert to I-Klarity.
11.0 Supply of Goods
1.The description of the Goods is set out in I-Klarity's brochure(s) and/or proposal(s) and confirmed in the Accepted Quotation. Details of the Goods in I-Klarity's brochure(s) and/or proposal(s) or any samples or drawings issued by I-Klarity are subject to alteration without notice and do not constitute contractual offers to sell the Goods which are capable of acceptance. In accepting the Accepted Quotation, the Customer acknowledges that it does not rely on any other representations regarding the Goods save for those made in writing by I-Klarity in the Accepted Quotation. No descriptions of the Goods set out in I-Klarity's brochure(s) and/or proposal(s) shall be binding on I-Klarity and are intended as a guide only.
2.I-Klarity reserves the right to make any changes in the specification of the Goods which are required to conform to any applicable safety or other statutory or regulatory requirements.
3.If the cost of any Goods to I-Klarity which are the subject of the Accepted Quotation increase due to any factor beyond I-Klarity's reasonable control including, but not limited to, material costs, labour costs, alteration of exchange rates or duties, or changes to delivery rates, I-Klarity reserves the right to increase the Charges prior to delivery. Any increase in the Charges shall only take place upon I-Klarity informing the Customer of the increase in writing. I-Klarity reserves the right to cancel or terminate the Contract immediately prior to delivery if the Customer does not accept the cost increase under this Clause 11.3.
4.The Customer may be entitled to discounts subject to and in accordance with any details set out in the Accepted Quotation. I-Klarity shall not be under any obligation to offer the Customer any discount. All discounts where applicable shall be at the discretion of I-Klarity.
5.The Charges shall be exclusive of all costs and charges of tax, packaging, insurance, transportation and delivery and such additional charges payable by the Customer to I-Klarity will be specified on the Accepted Quotation.
6.I-Klarity shall arrange for the delivery of the Goods on as near as reasonably possible to the delivery date detailed in the Accepted Quotation to the Site or to another site as agreed in writing between I-Klarity and the Customer. Time is not of the essence unless stated otherwise in the Accepted Quotation.
7.If no delivery address is specified by the Customer or if it is so agreed between I-Klarity and the Customer, the Customer shall collect the Goods from I-Klarity's premises at any time after I-Klarity has notified the Customer that the Goods are ready for collection.
8.Subject to the specific terms of any special delivery service, delivery of the Goods may take place at any time of the Working Day and must be accepted at any time of the Working Day. Delivery of the Goods shall be complete upon the Goods being unloaded or made available for collection at the relevant premises.
9.If the Customer fails to take delivery of the Goods I-Klarity may, at its discretion and without prejudice to any other rights:
a.store or arrange for the storage of the Goods and shall charge the Customer for all associated costs and expenses including, but not limited to, transportation, storage and insurance; and /or
b.make arrangements for the redelivery of the Goods and shall charge the Customer for the costs of such redelivery.
10.If redelivery of the Goods under Clause 11.9.b is not possible, the Customer shall be required to collect the Goods from I-Klarity's premises and shall be notified of the same. I-Klarity reserves the right to charge the Customer for all associated costs including, but not limited to, storage and insurance.
11.If I-Klarity fails to deliver the Goods on the delivery date other than for reasons beyond its control, the Customer may give written notice to I-Klarity within 7 days after the delivery date requiring I-Klarity to deliver the Goods within 14 days of that notice.
12.If I-Klarity receives no notice of late delivery from the Customer within 7 days of the delivery date, it shall have no liability in respect of late delivery provided that it delivers the Goods at any time after the delivery date.
13.Subject to Clause 15, if I-Klarity fails to deliver within 14 days after notice of late delivery of the Goods, the Customer shall have the right to cancel the order.
14.The Customer shall be under a duty to inspect the Goods on delivery or collection.
15.If the Goods cannot be examined, the carriers note or such other note as appropriate must be marked "not examined".
16.If the Customer identifies any damage or shortages it must inform I-Klarity by email within 3 Working Days of delivery, providing details of the alleged damage or shortage. I-Klarity shall to the maximum extent legally permitted be under no liability if the Customer fails to provide such notice under this Clause 11.16.
17.I-Klarity must be permitted to inspect the affected Goods before the Customer uses, alters or modifies them in any way.
18.Subject to the Customer's compliance with this Section 11 and I-Klarity's agreement with any alleged damage or shortages, I-Klarity shall make good any and all damage and shortages within a reasonable time.
19.To the maximum extent legally permitted, I-Klarity shall be under no liability for and shall not indemnify the Customer against any matters arising from damage or shortages.
20.Goods may not be returned without the prior written agreement of I-Klarity.
21.Subject to Clause 11.16 I-Klarity shall only accept returned Goods if it is satisfied that those Goods are defective due to nothing attributable to the Customer or any User or third party, and that such defects would be apparent on inspection.
22.I-Klarity shall have the option of either replacing defective Goods within 30 days of receipt of them or shall refund to the Customer the Charges for those Goods which it accepts are defective due to nothing attributable to the Customer or any User or third party.
23.I-Klarity shall not be liable for defects arising out of normal wear and tear, the Customer's failure to follow any instructions given by I-Klarity, misuse or alteration of the goods, negligence, wilful damage or any other act of the Customer, its employees, agents or any other third party.
24.Risk of damage to or loss of the Goods shall pass to the Customer either when the Goods are delivered to the Customer or when I-Klarity notifies the Customer that the Goods are ready for collection.
25.If the Customer wrongfully fails to take delivery of the Goods, risk shall pass to the Customer at the time when I-Klarity tendered the delivery of the Goods.
26.Legal and beneficial title in the Goods shall not pass to the Customer until I-Klarity has received, in cash or cleared funds, payment in full of the applicable Charges and other amounts due in connection with the Goods under the Contract.
27.I-Klarity reserves the right to repossess any Goods in which I-Klarity retains legal and beneficial title if full payment is not received. In the event of such repossession the Customer shall deliver the Goods in which legal and beneficial title has not passed to I-Klarity at its own cost.
28.The Customer's right to possession of the Goods in which I-Klarity retains legal and beneficial title shall terminate if:
a.the Customer commits a material breach of its obligations under the Contract;
b.the Customer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors;
c.the Customer enters into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
d.the Customer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertakings or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Customer, notice of intention to appoint an administrator is given by the Customer or any of its directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer.
29.Subject to the Conditions, all warranties, conditions, or other terms implied by statute or common law (save for those implied by Section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.
30.The Customer is responsible for maintaining the manufacturer's warranty and support and maintenance agreements as appropriate for the use of the Services and/or Goods. The Customer acknowledges that the warranty and support and maintenance contracts commence on the date of delivery of the Goods by the third-party supplier either to I-Klarity's premises or the Customers Sites and will be subject to the Minimum Period of Service.
12.0 Confidentiality
1.Except to the extent any disclosure is required by law and as set out in Clause 12.2, the parties will keep in confidence any information (whether written or oral) of a confidential nature (including software and manuals) obtained under this Contract and will not, without the written consent of the other party, disclose that information to any person (other than their employees, any Group Company, any Group Company employees and professional advisers who need the information in order for the parties to fulfil its obligations under the Contract, or in the case of Customer, only to its employees or professional advisers to the extent that they are required to use or access the Services and/or Goods or in the case of I-Klarity also to its assignees, transferees, subcontractors and suppliers and the employees and professional advisers of its assignees, transferees, subcontractors and suppliers, as required in connection with the Contract).
2.Information I-Klarity holds about the Customer may be used for fraud prevention and credit vetting purposes and this may include I-Klarity sharing such information with third party companies including other communication companies.
3.This Section 12 will not apply to:
a.any information which has been published or is in the public domain other than through a breach of this Contract;
b.information lawfully in the possession of the recipient before the disclosure under this Contract took place;
c.information obtained from a third party who is free to disclose it;
d.information which a party is requested to disclose and, if it did not, could be required to do so by law; and
e.information which is replicated independently by someone without access or knowledge of the other party's information.
4.Where the Freedom of Information Act 2000 applies to the Customer and the Customer receives a request under the Act that includes any information held by the Customer that was provided by I-Klarity in connection with the Contract the Customer will:
a.notify I-Klarity immediately of the request; and
b.give I-Klarity at least five Working Days to make representations.
5.This Section 12 will remain in effect after the termination or expiration of this Contract.
13.0 Charges andDeposits
1.Charges for the Services and/or Goods will be as specified in the Accepted Quotation.
2.Subject to Clause 13.3 below, and unless otherwise stated in the Accepted Quotation, charging will accrue from the Services Start Date. I-Klarity may require deposits to be paid in advance in the quotation before the Services and/or Good are supplied.
3.Charges for Goods shall be invoiced:
a.On receipt of an Accepted Quotation, or, where agreed otherwise in writing by I-Klarity;
i.on or at any time after delivery of the Goods; or
ii.where the Goods are to be collected by the Customer or where the Customer wrongfully fails to take delivery of the Goods, at any time after I-Klarity has notified the Customer that the Goods are ready for collection or I-Klarity has tendered delivery of the Goods.
4.Payment of Charges for Services and/or Goods and/or any other amounts payable by the Customer to I-Klarity under the Contract must be made by the Customer on receipt of the related invoice notwithstanding that delivery may not have taken place and
/or that the title in the Goods (where applicable) has not passed to the Customer.
5.All payments for settling I-Klarity's invoices for Services and/or Goods and/or any other amounts payable by the Customer to I-Klarity under the Contract must be made in pounds sterling (GBP) unless otherwise agreed in writing by I-Klarity.
6.The Customer must pay all Charges for the Services and/or Goods whether the Services and/or Goods are used by the Customer or someone else and other amounts payable by the Customer to I-Klarity under the Contract within 30 days of the date of the invoice issued by I-Klarity or as otherwise agreed in writing by I-Klarity. Time is of the essence for payment by the Customer of I-Klarity's invoices.
7.I-Klarity will send its invoices to the address notified by the Customer to I-Klarity.
8.Unless otherwise stated in the Accepted Quotation the Customer agrees to pay where applicable:
a.in advance for subscription, rental, support and maintenance and other recurring charges (including inclusive usage charges); and
b.in arrears for usage (excluding inclusive usage charges), overage, connection and any other non-recurring charges.
9.All Charges will be invoiced and paid in pounds sterling (GBP) unless otherwise agreed in writing by I-Klarity. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of Value Added Tax or any other applicable in country sales or use tax or like charge in a country where the Services and/or Goods are provided, which is payable by the Customer in addition to the Charges and added to I-Klarity's invoices as appropriate.
10.As part of its credit management procedures, I-Klarity may, at any time:
a.require the Customer to pay a deposit or provide a guarantee as security for payment of future invoices by the means requested by I-Klarity; and/or
b.carry out a credit vet of the Customer. The Customer agrees to provide I-Klarity with any information I-Klarity may reasonably require for this.
11.Payment by the Customer is due within 30 days of the date of the invoice, unless otherwise stated in the Accepted Quotation.
12.The Customer must pay all Charges and other amounts payable by the Customer to I-Klarity under the Contract in full on the due date either by direct debit or monthly payment plan where applicable as agreed in the Accepted Quotation, unless otherwise advised by I-Klarity.
13.If the Customer disputes any charge on an invoice the Customer will notify I-Klarity in writing within 14 days of the date of the invoice with all relevant information. Where the disputed amount is:-
a.less than 5% of the total invoice, the Customer will pay the full amount of the invoice; or
b.more than 5% of the total invoice, the Customer must pay the amount not in dispute. Also, if requested by I-Klarity, the Customer will place funds equivalent to the disputed amount into an account with a reputable bank as reasonably specified by I-Klarity, established jointly by the Customer and I-Klarity, accruing interest at a variable rate equal to that which the selected bank certifies it would normally pay a commercial customer depositing the amount credited to such an account (escrow account).
14.Any disputes will be resolved promptly and the resolved amount, if any, is payable immediately by the Customer to I-Klarity.
15.If I-Klarity does not receive payment by the due date, I-Klarity may charge the Customer:
a.any late payment charge as referred to in the Accepted Quotation; and/or
b.daily interest on late payments at a per annum rate equal to 8% above the base lending rate of the Bank of England, compounded daily, for the period beginning on the date on which payment is due and ending on the date on which payment is made.
16.If the Customer does not pay an invoice, I-Klarity may instruct a debt collection agency to collect payment (including any interest and/or late payment charges) on its behalf. If I-Klarity instructs an agency, the Customer must pay I-Klarity an additional sum. This will not exceed the reasonable costs I-Klarity has to pay to the agency, who will add the sum to the Customer's outstanding debt on I-Klarity's behalf.
17.If any sum owed by the Customer to I-Klarity under the Contract or any contract with I-Klarity is not paid by the due date, I-Klarity may deduct this sum from any payment or credit due to the Customer under the Contract or any other contract with I-Klarity.
18.I-Klarity may check the Customer's details with a fraud prevention agency. If the Customer provides information that I-Klarity reasonably believes to be false or incorrect and I-Klarity suspects fraud, I-Klarity may record this information with a fraud prevention agency. I-Klarity and other organisations may use and search this information.
19.I-Klarity reserves the right to immediately suspend the Services where amounts owing to I-Klarity from the Customer under this Contract, or any other contract I-Klarity has with the Customer, are overdue for payment with all other rights and remedies preserved.
20.I-Klarity is not obliged to accept an order from the Customer if the Customer does not supply references which are requested by, and satisfactory to, I-Klarity. If at any time I-Klarity is not satisfied as to the creditworthiness of the Customer, it may give written notice to the Customer that no further credit will be allowed to the Customer in which case I-Klarity will have no obligation to provide any further Services and/or Goods to the Customer unless, if required by I-Klarity, the Customer provides payment in advance of suitable deposit determined by I-Klarity.
21.All amounts due by the Customer under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax required by law).
22.I-Klarity reserves the right to increase the Charges under any Contract annually to reflect increases in the cost of the Services and/or Goods indicated by the percentage increase in the Producer Price Index during the previous year. I-Klarity shall give the Customer not less than 90 days' prior written notice of the proposed changes. I-Klarity reserves the right to cancel or terminate the Contract if the Customer does not accept reasonable increases in the Charges proposed by I-Klarity pursuant to this Clause 13.22.
14.0 Limitation of Liability
1.Neither I-Klarity nor the Customer excludes or restricts its liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation or any other matter that cannot be excluded or limited under applicable law.
2.Subject to Clause 14.1, I-Klarity is not liable to the Customer, either in contract, tort (including negligence), under any indemnity or otherwise for any:
a.direct or indirect loss of profits, revenue, business or business interruption, anticipated savings, opportunity, expenditure (including wasted or of employees'/agents' time), data (including any destruction of data), contracts and/or goodwill; or
b.indirect or other consequential losses; or
c.claim from third parties subject to Clause 9.1 in respect of Intellectual Property Rights.
3.Subject to Clause 14.1 and without prejudice to any other contract which may exist between I-Klarity and the Customer for the provision of any other goods or services, I-Klarity is not liable under this Contract in respect of, or, in connection with, any network or other service over which the Services and/or Goods are provided, including but not limited to I-Klarity's other networks or other services or any third-party network or service.
4.Subject to Clause 14.1, I-Klarity is not liable to the Customer or under this Contract either in contract, tort (including negligence), under any indemnity or otherwise for the acts or omissions of any other providers of goods or services used in connection with the Services and/or Goods or for faults in or failures of third party facilities, equipment, software, systems, networks, information and/or materials.
5.Subject to Clause 14.1, I-Klarity's maximum, aggregate liability to the Customer in contract, tort (including negligence), under any indemnity or otherwise in relation to this Contract is limited to the sum of the total Charges paid by the Customer to I-Klarity under this Contract during the twelve (12) months preceding the relevant breach or event giving rise to the claim or £250,000 (two hundred and fifty thousand pounds), whichever is the lower.
6.Nothing in these Conditions or the rest of the Contract shall exclude or limit the liability of the Customer's payment obligations under this Contract.
7.Each provision of this Contract, excluding or limiting liability, operates separately. If any part is held by a court to be unreasonable or inapplicable, the other parts will continue to apply.
15.0 Matters beyond the reasonable control of either party
1.If I-Klarity is prevented, hindered or delayed from performing any obligation under the Contract because of something beyond its reasonable control including: act of God, natural disaster, lightning, flood, subsidence, earthquake, weather conditions, epidemic, pandemic, fire, explosion, war, civil disorder, acts of terrorism, something beyond the reasonable control of its suppliers, DDOS attack, network infrastructure failure and downtime, industrial disputes, acts or omissions of local or central government or other competent authorities, acts or omissions of parties for whom I-Klarity is not responsible, change of law or any other cause whether similar or dissimilar that is outside its reasonable control, or beyond the reasonable control of its suppliers, then I-Klarity will have no liability to the Customer for any resulting failure, delay, defect or omission in performing its obligations under the Contract.
2.In the event of:
a.a refusal or delay by a third party to supply a telecommunications, audio-visual, or electronic communications services and/or goods to I-Klarity and where there is no alternative service and or goods available at reasonable cost; or
b.the imposition of restrictions of a legal or regulatory nature which prevent I-Klarity from supplying the Services and/or Goods, then I-Klarity will to the maximum extent legally permitted have no liability to the Customer for failure to supply the Services and/or Goods.
3.If any of the events detailed in Clauses 15.1 or 15.2 continue for more than 4 months, I-Klarity may serve written notice to the Customer to terminate this Contract.
16.0 Escalation and dispute resolution
1.The following provisions apply to escalation and dispute resolution:
a.I-Klarity will try to work through any complaint or dispute that the Customer may have with I-Klarity.
If this does not resolve the matter then the Customer may refer it to the relevant dispute resolution service as follows:
i.where appropriate, in accordance with the details set out in I-Klarity's Customer Complaints policy; or
ii.otherwise, as set out in Clause 16.1(b) below.
b.Any dispute must be raised in writing with the Customer's or I-Klarity's representative as appropriate, giving all relevant details including the nature and extent of the dispute. The Customer and I-Klarity will use reasonable endeavours to resolve any dispute as follows:
i.a dispute which has not been resolved by the Customer's or I-Klarity's representative within 14 days of being raised may be referred by the Customer or I-Klarity to the first level by written notice to the other; and
ii.if the dispute is not resolved at the first level within 14 days of referral, the Customer or I-Klarity may refer the dispute to the second level by written notice to the other.
iii.The Customer's and I-Klarity's representatives at the first and second levels are as notified by the Customer and I-Klarity to the other from time to time.
iv.If the dispute is not resolved after the procedures detailed in Clause 16.1 (b) have been followed then, if the Customer and I-Klarity agree, the dispute will be settled by mediation in accordance with the procedures specified by the Dispute Resolution Service – Chartered Institute of Arbitrators ("DRS-CiArb"). If the dispute is referred to a mediator:-
v.the mediator will be appointed by agreement between the Customer and I-Klarity. If the Customer and I-Klarity fail to agree within 7 days of a proposal by one party, the mediator will be appointed by DRSCiArb; and
vi.all negotiations on the dispute and any agreement reached will be kept confidential.
17.0 Termination of this Contract by Notice
I-Klarity may terminate the Contract for the Services and/or Goods for convenience on giving 30 days written notice. The Customer may only terminate the Contract for convenience in accordance with the provisions set out in Clause
2.4. If the Customer terminates the Contract, for the Services and/or Goods or part of the Services and/or Goods, the Customer must pay any outstanding Charges as specified in the Accepted Quotation including any charges applicable to the Minimum Period of Service or any reasonable termination or cancellation charges and immediately cease use of the Services.
18.0 Breach of this Contract
1.If the Customer or I-Klarity ends the Contract or the Services during the Minimum Period of Service the Customer will pay I-Klarity any outstanding Charges as set out in the Accepted Quotation including any Charges related to the unexpired period of the Minimum Period of Service or reasonable cancellation or termination charges. This Clause will not apply if:
a.the Customer ends the Contract or Services during the Minimum Period of Service because I-Klarity is in material breach of this Contract; or
b.I-Klarity ends the Contract or the Service during the Minimum Period of Service in accordance with Section 17; or
c.the Contract ends because either Clause 9.4 or 15.3 applies.
2.Either party may terminate this Contract or the Services (or both):
a.immediately on written notice if the other party commits a material breach of this Contract, which is capable of remedy, and fails to remedy the breach within a reasonable time of a written notice to do so. In this Clause breach includes non- payment of any valid invoice by the due date; or
b.immediately on written notice if the other party commits a material breach of this Contract which cannot be remedied; or
c.on reasonable written notice if the other party is repeatedly in breach of this Contract and fails to remedy the breach within a reasonable time of a written notice to do so; or
d.immediately on written notice if the other party is the subject of a bankruptcy order, or becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of their creditors, or goes into voluntary (otherwise than for reconstruction or amalgamation) or compulsory liquidation, or a receiver or administrator is appointed over their assets, or if the equivalent of any such events under the laws of any of the relevant jurisdictions occurs to the other party.
3.If I-Klarity is entitled to terminate this Contract under Clause 18.2, I-Klarity may, on giving prior notice where practicable, suspend the Services and/or delivery of Goods without prejudice to such rights. Where the Services and/or delivery of Goods are suspended under this Clause the Customer must pay the Charges for the Services and/or Goods until this Contract is terminated.
4.If the Contract is terminated in accordance with its terms other than due to material breach by the Customer, I-Klarity will refund any money paid by the Customer in respect of Goods or Services not supplied after first deducting any money payable or due by the Customer to I-Klarity under this Contract or any other contract that I-Klarity has with the Customer. If the contract is terminated by I-Klarity due to material breach by the Customer, all outstanding amounts due under the Contract and any other contract that I-Klarity has with the Customer will become payable by the Customer to I-Klarity immediately.
5.If either party delays in acting or fails to act upon a breach, right or remedy of this Contract that delay or failure will not be regarded as a waiver of that breach, right or remedy. If either party waives a breach, right or remedy under this Contract that waiver is limited to that particular breach, right or remedy. The rights, powers and remedies provided in this Contract are cumulative and are additional to any rights, powers or remedies provided by law or in equity, unless stated otherwise in the Contract.
19.0 Changes to this Contract
1.If the Customer asks I-Klarity to make any changes to the Services and/or Goods I-Klarity may ask the Customer to confirm the request in writing. If I-Klarity agrees to a change, this Contract will be amended from the date when I-Klarity confirms the change in writing to the Customer and the terms of the Accepted Quotation shall be deemed to include the agreed changes.
2.I-Klarity can change the Conditions of this Contract (including the Charges pursuant to Clause 13.22), unless specified otherwise in the Accepted Quotation, at any time. I-Klarity will inform the Customer in writing and/or post any amended Contract on its website (or any other online address that may advise the Customer), and will give Customers:
a.not less than 90 days' notice for changes that are to Customer's significant detriment; and
b.not less than 1 day before the change is to take effect for all other changes.
3.I-Klarity reserves the right to cancel or terminate the Contract if the Customer does not accept any reasonable changes to the Contract made under Clause 19.2.
20.0 Export Control
Provision of the Service to the Customer is subject to export control law and regulations. I-Klarity does not represent that any necessary approvals and licences will be granted. The Customer will provide reasonable assistance to I-Klarity to obtain any necessary consent. If, through no fault of I-Klarity, any necessary consents are not granted, then I-Klarity can terminate this Contract or the provision of the Services (or part of the Services) and/or Goods under it (as appropriate) without any liability to the Customer.
1.Subject to Section 19, this Contract contains the whole agreement between the parties and supersedes all previous written or oral agreements relating to its subject matter.
2.The parties acknowledge and agree that:
a.they have not been induced to enter into this Contract by any representation, warranty or other assurance not expressly incorporated into it; and
b.in connection with this Contract their only rights and remedies in relation to any representation, warranty or other assurance are for breach of this Contract and that all other rights and remedies are excluded to the maximum extent legally permitted.
3.The provisions of Clauses 24.1 and 24.2 shall not affect the parties' rights or remedies in relation to any fraud or misrepresentation.
4.A person who is not party to this Contract (including an employee, the officer, agent, representative or subcontractor of the Customer or I-Klarity) has no right under the Contracts (Rights of Third Parties) Act 1999 (Act) to enforce any term of this Contract, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
5.The parties may rescind, vary or terminate the Contract without the consent of any third party.
6.Any provision of this Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect, including but not limited to Clauses 8, 9, 12, 13, 14 and 15.
7.The Customer accepts that I-Klarity may take instructions from a person whom it thinks, with good reason, is acting with the Customer's permission.
8.During the term of any Contract and for one year after its expiration or termination, neither party will actively solicit any employee of the other party involved with the obligations under the Contract for the purposes of being offered employment.
21.0 Anti-Bribery & Corruption
In entering into and performing the Contract, the parties will comply with all applicable laws, regulations, and administrative requirements relating to gifts, entertainments and anti-bribery & corruption and will procure that its personnel comply with such laws, regulations and administrative requirements, and it will not make and will not knowingly allow a third party to make any improper payments, or to perform any unlawful acts; and it will take no action which would subject the other party to penalties under any applicable laws, regulations or administrative requirements. The Customer shall be responsible for informing I-Klarity of any applicable policies operated by the Customer relating to gifts, entertainment, and anti-bribery & corruption, and ensuring its personnel comply with such policies.
22.0 Transfer of Rights and Obligations
The Customer may not transfer any of its rights or obligations under this Contract, without the written consent of I-Klarity. I-Klarity may transfer its rights or obligations (or both) or delegate its obligations to any supplier without consent.
23.0 Assignment and other dealings
1.I-Klarity may assign, novate, subcontract or transfer any or all of its rights and/or obligations under this Contract without the prior written consent of the Customer.
2.The Customer may not assign, novate, subcontract or otherwise transfer any of its rights or obligations under this Contract without the prior written consent of I-Klarity.
3.The Customer shall be responsible and liable to I-Klarity for the acts and omissions of its Users any other assignees, transferees, subcontractors, agents and other representatives in connection with this Contract.
24.0 General
1.If the Customer asks I-Klarity to make any changes to the Services and/or Goods I-Klarity may ask the Customer to confirm the request in writing. If I-Klarity agrees to a change, this Contract will be amended from the date when I-Klarity confirms the change in writing to the Customer and the terms of the Accepted Quotation shall be deemed to include the agreed changes.
2.I-Klarity can change the Conditions of this Contract (including the Charges pursuant to Clause 13.22), unless specified otherwise in the Accepted Quotation, at any time. I-Klarity will inform the Customer in writing and/or post any amended Contract on its website (or any other online address that may advise the Customer), and will give Customers:
a.not less than 90 days' notice for changes that are to Customer's significant detriment; and
b.not less than 1 day before the change is to take effect for all other changes.
3.I-Klarity reserves the right to cancel or terminate the Contract if the Customer does not accept any reasonable changes to the Contract made under Clause 19.2.
25.0 Data Protection
The Customer and I-Klarity will comply with their respective obligations under the Data Protection Act 2018 and any data protection, privacy or similar laws that apply to any personal data processed in connection with the Contract. The Customer and I-Klarity will provide such help and co-operation as is reasonably necessary or requested by the other to enable compliance with this Section 25.
26.0 Notices
1.Notices given under this Contract must be in writing and may be delivered by hand or by courier, or sent by first class post, or e-mail. Notices to be sent by first class post are to be addressed:
a.to the CEO, I-Klarity, 13 London Street, Chertsey. KT16 8AP or any alternative address which I-Klarity notifies to the Customer;
b.to the Customer at any one or more of the following: the address to which the Customer asks I-Klarity to send invoices, the address of the Site or the Customer's primary email address or, if the Customer is a limited company, its registered office.
2.Addresses for notices to be sent by e-mail must be agreed in writing by both parties. The Customer must inform I-Klarity immediately if there is any change to any of the contact information the Customer provided to I-Klarity.
3.Any notice shall be deemed to have been received:
a.if delivered by hand, at the time the notice is left at the address specified under Clause 26.1; or
b.if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Working Day after posting; or
c.if sent by email, at the time of transmission, or, if this time falls outside of a Working Day in the place of receipt, the following Working Day.
4.This Section 26 does 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.
27.0 Severability
If any provision of this Contract is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of its provisions will continue in full force and effect as if this Contract had been executed with the invalid, illegal or unenforceable provision omitted.
28.0 Variation
Except as set out in this Contract, no variation of the Contract shall be effective unless it is agreed in writing and signed by I-Klarity and the Customer (or their authorised representatives).
29.0 Law and Jurisdiction
This 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 and the parties agree to submit to the exclusive jurisdiction of the English Courts to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation.
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