Terms & Conditions

TERMS AND CONDITIONS FOR THE SUPPLY OF SERVICES

1. Definitions and Interpretation

In these Conditions, the following definitions apply:

• Additional Services: has the meaning set out in clause 4.4.
  
  
• Affiliate: means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity.
  
  
• Applicable Law: means all applicable laws, legislation, statutory instruments, regulations, and governmental guidance having binding force, whether local, national, or international in any relevant jurisdiction.
  
  
• Business Day: means a day other than a Saturday, Sunday, or bank holiday when banks are generally open for non-automated business in Northern Ireland.
  
  
• Charges: has the meaning set out in clause 4.1.
  
  
• Client: means the named party in the Contract which has agreed to purchase the Services from the Supplier and whose details are set out in the Order.
  
  
• Communicator: means a person seeking to communicate with the Client through the use of the Services provided by the Supplier.
  
  
• Conditions: means the Supplier’s terms and conditions of supply set out in this document.
  
  
• Confidential Information: means all data (including Intellectual Property Rights and Personal Data) and other information (in any form and whether reduced into writing, given orally, or stored in any media or recoverable from any media) relating to either party to the Contract and any Affiliate that is received in the course of any negotiations prior to the making of the Contract or gained in the entering into or performance of the Contract and which is either expressly designated as being confidential or should reasonably be considered confidential by the party to whom the information belongs, including the terms of the Contract.
  
  
• Contract: means the agreement between the Supplier and the Client for the supply and purchase of Services incorporating these Conditions and the Order, and including all their respective schedules, attachments, and annexures.
  
  
• Control: means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of the company, and Controls, Controlled, and under common Control shall be construed accordingly.
  
  
• Controller: shall have the meaning given to it in applicable Data Protection Laws from time to time.
  
  
• Data Protection Laws: means, as binding on either party or the Services:
  1. the GDPR;
  2. the Data Protection Act 2018;
  3. any laws which implement or supplement any such laws; and
  4. any laws that replace, extend, re-enact, consolidate, or amend any of the foregoing.
• Data Protection Supervisory Authority: means any regulator, authority, or body responsible for administering Data Protection Laws.
  
  
• Data Subject: shall have the meaning given to it in applicable Data Protection Laws from time to time.
  
  
• Documentation: means any descriptions, instructions, manuals, literature, technical details, or other related materials supplied in connection with the Services.
  
  
• Employee Claim: means a claim by an employee for wrongful dismissal, unfair dismissal, breach of contract, unlawful discrimination, redundancy, protective awards, unlawful deductions from wages, and/or any claim capable of being brought in The Fair Employment Tribunal or a Court in Northern Ireland.
  
  
• Facilities: means all of the Supplier Personnel, equipment, software, premises, and infrastructure necessary to provide the Services.
  
  
• Force Majeure: means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under the Contract including an act of God, fire, flood, lightning, earthquake, explosion, or other natural disaster, war, riot, or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment, or telecommunications service, pandemic or epidemic, or material required for performance of the Contract, strike, lockout or boycott, or other industrial action including those involving the Supplier Personnel but excluding the Client’s inability to pay or circumstances resulting in the Client’s inability to pay.
  
  
• GDPR: means the General Data Protection Regulation, Regulation (EU) 2016/679, as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or of a part of the United Kingdom from time to time).
  
  
• Intellectual Property Rights: means copyright, patents, know-how, trade secrets, trademarks, trade names, design rights, rights in get-up, rights in goodwill, rights in software, rights in Confidential Information, rights to invention, rights to sue for passing off, domain names, and all other intellectual property rights and similar rights, and in each case:
  1. whether registered or not;
  2. including any applications to protect or register such rights;
  3. including all renewals and extensions of such rights or applications;
  4. whether vested, contingent, or future;
  5. to which the relevant party is or may be entitled; and
  6. in whichever part of the world existing.
• International Organisation: shall have the meaning given to it in applicable Data Protection Laws from time to time.
  
  
• Order: means the order for the Services from the Supplier placed by the Client in the form of the Supplier’s Client order form.
  
  
• Personal Data: shall have the meaning given to it in applicable Data Protection Laws from time to time.
  
  
• Processing: has the meaning given to it in applicable Data Protection Laws from time to time (and related expressions including process, processing, processed, and processes shall be construed accordingly).
  
  
• Processor: shall have the meaning given to it in applicable Data Protection Laws from time to time.
  
  
• Protected Data: means Personal Data received from or on behalf of the Client in connection with the performance of the Supplier’s obligations under the Contract.
  
  
• Replacement Supplier: means a person (not being the Client) which is to provide or perform (or continue to provide or perform) services which are the same as or similar to, or are in substitution of or replacement for, the Services (or any part thereof) after the termination of the Contract.
  
  
• Services: means the Services set out in the Order and to be performed by the Supplier for the Client in accordance with the Contract, including as context may require the Set-Up Services.
  
  
• Services Specification: means the description or Documentation particularizing details of the Services to be provided by the Supplier as set out or referred to in the Order.
  
  
• Set-Up Services: means those Services which consist of the process of analyzing the Client’s stated requirements, identifying the nature of Services that the Supplier can provide to fulfill (as best as possible) those requirements, and the process of preparing the Facilities to be able to provide those Services.
  
  
• Start Date: means the date from which the Services (excluding the Set-Up Services) are to be provided or the date upon which the Set-Up Services are completed, whichever is the later.
  
  
• Sub-Processor: means any agent, sub-contractor, or other third party (excluding its employees) engaged by the Supplier for carrying out any processing activities on behalf of the Client in respect of the Protected Data.
  
  
• Supplier: means NI HUB LIMITED trading as Hub-ni, a company incorporated and registered in Northern Ireland with company number NI704308, whose registered address is at Erwin House, 18-22 Church Road, Holywood, County Down, BT18 9BU.
  
  
• Supplier Personnel: means all employees, officers, staff, other workers, agents, and consultants of the Supplier, its Affiliates, and any of their sub-contractors who are engaged in the performance of the Services from time to time.
  
  
• TUPE Regulations: means the Transfer of Undertakings (Protection of Employment) Regulations 2006 and the Service Provision Change (Protection of Employment) Regulations (Northern Ireland) 2006.
  
  
• VAT: means value-added tax under the Value Added Taxes Act 1994 or any other similar sales or fiscal tax applying to the sale of the Services.

In these Conditions, unless the context requires otherwise:

• A reference to the Contract includes these Conditions, the Order, and their respective schedules, appendices, and annexes (if any).
  
  
• Any clause, schedule, or other headings in these Conditions is included for convenience only and shall have no effect on the interpretation of the Conditions.
  
  
• A reference to a ‘party’ includes that party’s personal representatives, successors, and permitted assigns.
  
  
• A reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors, and permitted assigns.
  
  
• A reference to a ‘company’ includes any company, corporation, or other body corporate wherever and however incorporated or established.
  
  
• A reference to a gender includes each other gender.
  
  
• Words in the singular include the plural and vice versa.
  
  
• Any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’, or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition, or description preceding those words.
  
  
• A reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form.
  
  
• A reference to legislation is a reference to that legislation as amended, extended, re-enacted, or consolidated from time to time.
  
  
• A reference to legislation includes all subordinate legislation made from time to time under that legislation.

2. Application of These Conditions

• These Conditions apply to and form part of the Contract between the Supplier and the Client. They supersede any previously issued terms and conditions of purchase or supply.
  
  
• No terms or conditions endorsed on, delivered with, or contained in the Client’s purchase conditions, order, confirmation of order, specification, or other documents shall form part of the Contract except to the extent that the Supplier otherwise agrees in writing.
  
  
• No variation of these Conditions or to an Order or to the Contract shall be binding unless expressly agreed in writing and executed by a duly authorized signatory on behalf of each of the Supplier and the Client respectively.
  
  
• Each Order by the Client to the Supplier shall be an offer to purchase Services subject to the Contract including these Conditions.
  
  
• If the Supplier is unable to accept an Order, it shall notify the Client in writing as soon as reasonably practicable.
  
  
• The Supplier may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Services shall arise until the earlier of:
  1. the Supplier’s written acceptance of the Order; or
  2. the Supplier performing the Services or notifying the Client that they are ready to be performed (as the case may be).
• Rejection by the Supplier of an Order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Client.
  
• The Supplier may issue quotations to the Client from time to time. Quotations are invitations to treat only. They are not an offer to supply Services and are incapable of being accepted by the Client.
  
• Marketing and other promotional material relating to the Services are illustrative only and do not form part of the Contract.

3. Provision of Services

• On the date of acceptance of the Order by the Supplier, the Client appoints the Supplier to provide the Set-Up Services and on completion of the Set-Up Services to provide the Services.
  
• The Services shall be supplied by the Supplier for a minimum period of one month from the Start Date and shall thereafter automatically continue unless terminated in accordance with clause 14.
  
• The Client shall provide the Supplier in a timely manner with all assistance, materials, and resources, as well as with full and accurate information as to the Client’s business and needs for the purpose of enabling the Supplier to provide the Services.
  
• A Services Specification may be agreed or have been agreed between the parties. If one is required and not agreed before the making of the Contract, the parties shall endeavor to finalize and agree to the Services Specification as soon as is reasonable in the circumstances. Should there be no Services Specification or until one is agreed, the Supplier shall provide the Services as it may deem to be required by the Client, having regard to the knowledge it has at the time of making the Contract.
  
• The Supplier shall have the right at any time without notifying the Client to make changes to the Services which are necessary to comply with any Applicable Law provided that such variation does not materially affect the quality or performance of the Services which may be reasonably anticipated by the Client.

4. Charges

• The charges for the Services shall be as set out in the Order (the Charges).
  
• The Charges are exclusive of:
  1. VAT; and
  2. the Supplier’s reasonable expenses incurred in connection with the provision of the Services which shall be payable by the Client in addition to the Charges. No expenses will be charged without the prior consent of the Client (such consent not to be unreasonably withheld or delayed).
• The Client shall pay any applicable VAT to the Supplier on receipt of a valid VAT invoice.
  
• Where there is any change or addition to the nature or level of the Services at any time during the continuance of the Contract (the Additional Services), Charges for the Set-Up Services relating to the Additional Services will be payable by the date of the next following recurring monthly payment specified in the Order. Charges for continuing the Additional Services will be payable on the same terms as for the Services.
  
  The Supplier reserves the right to increase that element of the Charges if the Client, being aware of the possible increase, makes a request for a variation in the manner in which the Supplier administers the Services where such request would require the provision by the Supplier of resources additional to those already in use to supply the Services.
  
• In consideration of greater use of the Supplier’s resources as may be required over the Christmas and New Year period, the Supplier may increase the recurring monthly charges specified on the Order by up to 50% for the month of December in each year during the continuance of the Contract.
  
• The Supplier may increase the Charges for any of the Services with immediate effect by written notice to the Client commensurate with any increase in the direct cost to the Supplier of supplying the Services to the Client which is due to an act or omission of the Client, including without limitation any delay caused by any instructions of the Client or failure by the Client to give the Supplier adequate information or instructions or if the direct cost to the Supplier of providing the Services increases by more than 5% within the preceding 6-month period.
  
• Save as permitted in this clause 4, the Supplier will not increase the rate of the Charges for a period of 6 months from the Start Date, after which those Charges may be subject to review.

5. Payment

• The Charges as set out in the Order shall become due and payable in accordance with the terms set out therein. Under the sub-heading ‘Summary of Charges’ on the Order:
  1. ‘By Invoice’ or ‘Monthly in arrears’ means that payment shall be made no later than 20 Business Days from the date of the invoice; and
  2. ‘Monthly in advance’ means that payment shall be made no later than the last day of the calendar month immediately preceding the calendar month in which the Services are to be provided.
• The Client shall pay all sums due to the Supplier:
  1. in full without deduction or set-off in cleared funds on the due date; and
  2. to the bank account nominated by the Supplier.
• Where sums due under these Conditions are not paid in full by the due date, the Supplier may, without limiting its other rights:
  1. following the giving of written notice to the Client of the intention to do so, suspend performance of some or all of the Services until all sums due to the Supplier have been paid in full
     
  2. charge interest on such sums at 3% a year above the base lending rate of AIB Group (UK) Plc from time to time in force, and interest shall accrue on a daily basis and apply from the due date for payment until actual payment in full, whether before or after judgment;
  3. charge the Client for any costs incurred in obtaining (or attempting to obtain) payment of any unpaid amounts, including without limitation reasonable legal fees and bank charges.

6. Performance of the Services

• The Supplier shall provide the Services with reasonable care and skill and shall use such Supplier Personnel who possess a degree of skill and experience which is reasonable and appropriate to the tasks to which they are allocated and who shall perform those tasks in a workmanlike and professional manner.
  
• The Client acknowledges and requests that, to the extent lawful, communications which relate to the provision of Services under the Contract shall be recorded within the Facilities for the following purposes:
  1. monitoring or keeping a record of communications in order to establish the existence of facts; or
  2. ascertaining or demonstrating the standards which are achieved or ought to be achieved by the Supplier Personnel in the course of their duties; or
  3. for the purpose of investigating or detecting the unauthorized use of the Facilities or any other telecommunication system.
• To the extent that the consent of any third party is required in the making of any record or the obtaining of or processing of any data for the Client by the Supplier under the Contract, the Client shall have the obligation to obtain such consent.
  
• The Supplier shall not be liable for any delay in or failure of performance caused by:
  1. the Client’s failure to provide the Supplier with adequate information, instructions, or action for performance or otherwise relating to the Services;
  2. any acts or omissions of the Client, its employees, or agents, or any third party engaged by or on behalf of the Client;
  3. the Client being in default of any of its payment obligations to the Supplier;
  4. Force Majeure.

7. Warranties

• The Supplier warrants that:
  1. it has and will during the continuance of the Contract continue to have the full capacity and authority and all necessary licenses, permits, and consents (other than in respect of any Client software and Intellectual Property Rights provided by the Client) to enter into and to provide the Services under the Contract; and
     
  2. the provision of the Services by the Supplier shall not infringe any Intellectual Property Rights of any third party, provided that this sub-clause shall not apply where the infringement claim arises from the proper use by the Supplier of the Client software and/or the Intellectual Property Rights provided by the Client.
• The Client warrants that:
  1. it has and will during the continuance of the Contract have the full capacity and authority and all necessary licenses, permits, and consents to enter into and perform its obligations pursuant to the Contract;
     
  2. the processing of any data by the Supplier shall not infringe any rights of any third party;
     
  3. it is the owner or properly authorized or licensed party of all data which it makes available to Supplier under the Contract;
     
  4. all data provided by it prior to and during the continuance of the Contract shall not be obscene, defamatory, or likely to result in any claim being made against the Supplier by any third party;
     
  5. it will not act in any way which is prejudicial to the Supplier or its business or which may reflect adversely on the integrity, goodwill, or reputation of Supplier or any Affiliate; and
     
  6. by the process of negotiating, the making of the Contract, or the execution of it, no employee of the Client or any Affiliate has acquired any right to make an Employee Claim by virtue of the operation of the TUPE Regulations.
• Except as set out in this clause 7:
  1. the Supplier gives no warranties and makes no representations in relation to the Services; and
  2. shall have no liability for their failure to comply with the warranty in clause 7.1.
• All warranties and conditions (including the conditions implied by ss 12–16 of the Supply of Goods and Services Act 1982), whether express or implied by statute, common law, or otherwise, are excluded to the extent permitted by law.

8. Indemnity and Insurance

• The Client shall indemnify and keep indemnified the Supplier from and against any losses, damages, liability, costs (including legal fees), and expenses incurred by the Supplier as a result of or in connection with the Client’s breach of any of the Client’s obligations under the Contract.
  
• The Client shall have in place contracts of insurance with reputable insurers incorporated in the United Kingdom to cover its obligations under these Conditions. On request, the Client shall supply, so far as is reasonable, evidence of the maintenance of the insurance and all of its terms from time to time applicable. The Client shall, on request, assign to the Supplier the benefit of such insurance
  

9. Limitation of Liability

• The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract, or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 9.
  
• Subject to clauses 9.5 and 9.6, the Supplier’s total liability shall not exceed a sum equivalent to the total amount of the Charges actually paid by the Client to the Supplier during the three complete calendar months immediately preceding the accrual of such liability (or the first of such liabilities).
  
• Subject to clauses 9.5 and 9.6, the Supplier shall not be liable for consequential, indirect, or special losses.
  
• Subject to clauses 9.5 and 9.6, the Supplier shall not be liable for any of the following (whether direct or indirect):
  1. loss of profit;
  2. loss of revenue;
  3. loss or corruption of data;
  4. loss or corruption of software or systems;
  5. loss or damage to equipment;
  6. loss of use;
  7. loss of production;
  8. loss of contract;
  9. loss of commercial opportunity;
  10. loss of savings, discount, or rebate (whether actual or anticipated); and/or
  11. harm to reputation or loss of goodwill.
• The limitations of liability set out in clauses 9.2 to 9.4 shall not apply in respect of any indemnities given by the Client under the Contract.
  
• Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:
  1. death or personal injury caused by negligence;
  2. fraud or fraudulent misrepresentation;
  3. any other losses which cannot be excluded or limited by Applicable Law.

10. Data and Intellectual Property

• All data created in connection with the provision of the Services shall vest in the Client. The Client authorizes the Supplier during the continuance of the Contract to create data in the course of carrying out its obligations and to process it under the terms of the Contract. The Client further authorizes the Supplier that following the termination of the Contract, the Supplier may retain and process all such data subject to the obligations arising under clause 11 and clause 12.
  
• Where in connection with the provision of the Services the Client uses any Intellectual Property Rights owned by the Supplier, the Supplier shall grant to the Client or shall procure that the Client is granted (without charge to the Client and for the benefit of the Client) a non-exclusive, royalty-free license to use such Intellectual Property Rights during the continuance of the Contract.
  
• Where in connection with the provision of the Services the Supplier uses any Intellectual Property Rights owned by the Client, the Client shall grant to the Supplier an indefinite, non-exclusive, royalty-free license to use such Intellectual Property Rights in the proper discharge of its obligations under the Contract.
  
• Unless stated expressly in writing in the Contract, neither party will acquire any ownership of or rights in the other's Intellectual Property Rights by the operation of the Contract.
  
• The Client shall indemnify the Supplier on demand against any claim or action brought against the Supplier alleging that the use by the Supplier of the Client’s data and/or Intellectual Property Rights infringes the rights of a third party.

11. Confidentiality and Announcements

• The parties to the Contract shall keep confidential all Confidential Information of the other and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:
  1. any information which was in the public domain at the date of the Contract;
  2. any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;
  3. any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract, except that the provisions of clauses 11.1.1 to 11.1.3 shall not apply to information to which clause 11.4 relates.
• This clause shall survive termination or expiry of the Contract.
  
• The Client shall not make any public announcement or disclose any information regarding the Contract except to the extent required by law or regulatory authority.
  
• To the extent any Confidential Information is Protected Data (as defined in clause 12), such Confidential Information may be disclosed or used only to the extent such disclosure or use is in compliance with and does not conflict with any of the provisions of clause 12.1.

12. Processing of Personal Data

• The parties agree that the Client is a Controller and that the Supplier is a Processor for the purposes of processing Protected Data pursuant to the Contract. The Client shall at all times comply with all Data Protection Laws in connection with the processing of Protected Data. The Client shall ensure all instructions given by it to the Supplier in respect of Protected Data (including the terms of the Contract) shall at all times be in accordance with all Data Protection Laws. Nothing in the Contract relieves the Client of any responsibilities or liabilities under any Data Protection Laws.
  
• The Supplier shall process Protected Data in compliance with the obligations placed on it under Data Protection Laws and the terms of the Contract.
  
• The Client shall indemnify and keep indemnified the Supplier against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to Data Subjects, demands, and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by or imposed by a Data Protection Supervisory Authority) arising out of or in connection with any breach by the Client of its obligations under this clause 12.
  
• The parties agree:
  1. the Supplier shall only process (and shall ensure Supplier Personnel only process) the Protected Data in accordance with the Contract (including when making any transfer to which clause 12.8 relates) except to the extent:
  • that alternative processing instructions are agreed between the parties in writing; or
  • otherwise required by applicable law (and shall inform the Client of that legal requirement before processing unless applicable law prevents it doing so on important grounds of public interest); and
  1. if the Supplier believes that any instruction received by it from the Client is likely to infringe the Data Protection Laws, it shall be entitled to cease to provide the relevant Services until the parties have agreed on appropriate amended instructions which are not infringing. The Charges payable to the Supplier shall not be discounted or set-off as a result of any delay or non-performance of any obligation in accordance with this clause 12.4.2.
• The Supplier shall:
  1. not permit any processing of Protected Data by any Sub-Processor without the prior specific written authorization of the Client;
     
  2. prior to any Sub-Processor carrying out any processing activities in respect of the Protected Data, appoint such Sub-Processor under a written contract containing materially the same obligations as under this clause 12 that is enforceable by the Supplier and ensure such Sub-Processor complies with all such obligations;
     
  3. remain fully liable to the Client under the Contract for all the acts and omissions of each Sub-Processor as if they were its own; and
     
  4. ensure that all persons authorized by the Supplier or any Sub-Processor to process Protected Data are subject to a binding written contractual obligation to keep the Protected Data confidential.
• The Client shall reply to any communication from the Supplier requesting any further prior specific authorization of a Sub-Processor pursuant to clause 12.5.1 promptly and in any event within 10 Business Days of request from time to time. The Client shall not unreasonably withhold, delay, or condition any such authorization.
• The Supplier shall (at the Client’s cost):
  1. assist the Client in ensuring compliance with the Client’s obligations pursuant to Articles 32 to 36 of the GDPR, taking into account the nature of the processing and the information available to the Supplier; and
     
  2. taking into account the nature of the processing, assist the Client insofar as this is possible for the fulfillment of the Client’s obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of the GDPR (and any similar obligations under applicable Data Protection Laws) in respect of any Protected Data.
• The Supplier shall not process and/or transfer or otherwise directly or indirectly disclose any Protected Data in or to any country or territory outside the United Kingdom or to any International Organisation without the prior written authorization of the Client.
  
• The Supplier shall, at the Client’s cost and expense, refer to the Client all requests it receives for exercising any Data Subjects’ rights under Chapter III of the GDPR which relate to any Protected Data. It shall be the Client’s responsibility to reply to all such requests as required by applicable law.
  
• The Supplier shall, in accordance with Data Protection Laws, make available to the Client such information that is in its possession or control as is necessary to demonstrate the Supplier’s compliance with the obligations placed on it under this clause 12 and to demonstrate compliance with the obligations on each party imposed by Article 28 of the GDPR (and under any equivalent Data Protection Laws equivalent to that Article 28) and allow for and contribute to audits including inspections by the Client (or another auditor mandated by the Client) for this purpose (subject to a maximum of one audit request in any 12-month period under this clause 12.10).
  
• On the end of the provision of the Services relating to the processing of Protected Data, at the Client’s cost and the Client’s option, the Supplier shall either return all of the Protected Data to the Client or securely dispose of the Protected Data (and thereafter promptly delete all existing copies of it), except to the extent that any applicable law requires the Supplier to store such Protected Data. This clause 12 shall survive termination or expiry of the Contract.

13. Force Majeure

• Neither party shall have any liability under or be deemed to be in breach of the Contract for any delays or failures in the performance of the Contract which result from Force Majeure. The party subject to the Force Majeure event shall promptly notify the other party in writing when such an event causes a delay or failure in performance and when it ceases to do so. If the Force Majeure event continues for a continuous period of more than 20 Business Days, either party may terminate the Contract by written notice to the other party.

14. Termination

• The Supplier may terminate the Contract at any time by giving notice in writing to the Client if:
  1. the Client commits a material breach of Contract and such breach is not remediable;
  2. the Client commits a material breach of the Contract which is capable of being remedied and such breach is not remedied within 10 Business Days of receiving written notice of such breach;
  3. the Client uses or seeks to use or seeks to facilitate the use by any other party of the Services for any purpose which is unlawful or which is or may be considered to be indecent, lewd, or offensive;
  4. the Client has failed to pay any amount due under the Contract on the due date and such amount remains unpaid within 5 Business Days after the Supplier has given notification that the payment is overdue; or
  5. any consent, license, or authorization held by the Client is revoked or modified such that the Client is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled.
  6. The Supplier may terminate the Contract at any time by giving notice in writing to the Client if the Client:
     • 1. stops carrying on all or a significant part of its business or indicates in any way that it intends to do so;
       2. is unable to pay its debts either within the meaning of Article 103 of the Insolvency (Northern Ireland) Order 1989 or if the Supplier reasonably believes that to be the case;
       3. becomes the subject of a company voluntary arrangement under the Insolvency (Northern Ireland) Order 1989;
       4. becomes subject to a moratorium under Part A1 of the Insolvency (Northern Ireland) Order 1989;
       5. becomes subject to a restructuring plan under Part 26A of the Companies Act 2006;
       6. becomes subject to a scheme of arrangement under Part 26 of the Companies Act 2006;
       7. has a receiver, manager, administrator, or administrative receiver appointed over all or any part of its undertaking, assets, or income;
       8. has a resolution passed for its winding up;
       9. has a petition presented to any court for its winding up or an application is made for an administration order or any winding-up or administration order is made against it;
       10. suspends or ceases or threatens to suspend or cease to carry on all or a substantial part of its business;
       11. has a freezing order made against it;
       12. is subject to any events or circumstances analogous to those in clauses 14.2.1 to 14.2.11 in any jurisdiction.
           
     • Subject to clause 3.2, either party may terminate the Contract at any time by giving not less than 20 Business Days’ notice in writing to the other party.
       
     • If the Client becomes aware that any event has occurred or circumstances exist which may entitle the Supplier to terminate the Contract under this clause 14, it shall immediately notify the Supplier in writing.
       
     • If the Contract is terminated in accordance with the terms of this clause 14 or should the parties agree during the continuance of the Contract to reduce the level of the Services being provided, the Supplier shall, subject to payment of its reasonable fees, cooperate fully with the Client to manage any necessary migration of data or other information to the Client or, at the Client's request, a Replacement Supplier.
       
     • Within 20 Business Days of the termination of the Contract, the Supplier shall return to the Client all of the Client’s Confidential Information and certify in writing, if the Client so reasonably requires, that the same has been restored to the Client. However, the parties acknowledge that the Supplier may, subject to clause 12, retain recordings or electronic copies of Confidential Information in accordance with its retention of business records and data policy.
       
     • Termination or expiry of the Contract shall not affect any accrued rights and liabilities of the Supplier at any time up to the date of termination.
       
       

       15. Tupe Regulations

     • Subject to the provisions of clause 15.2, the Client shall indemnify the Supplier and keep the Supplier fully and effectively indemnified against all loss or damage resulting from any proceedings, awards, penalties, interest, damages, orders, costs (including legal costs), or any expenses arising or accruing to the Supplier as a result of any Employee Claim.
       
       
     • The indemnity at clause 15.1 shall only apply:
       • in respect of any person employed by the Client prior to the making of the Contract; and
         
       • whose Employee Claim includes a claim that there has been a breach of the TUPE Regulations.

     16. Notices

     • Any notice given by a party under these Conditions shall:
       
       1. be in writing and in English;
       2. be signed by or on behalf of the party giving it; and
       3. be sent to the relevant party at the address set out in the Contract.
          
     • Notices may be given and are deemed received:
       
       1. by hand: on receipt of a signature at the time of delivery;
       2. by post: at 9.00 am on the third Business Day after posting;
       3. by fax: on receipt of a transmission report from the correct number confirming uninterrupted and error-free transmission; and
       4. by email: on receipt of a delivery receipt email from the correct address.
          
     • Any change to the contact details of a party as set out in the Contract shall be notified to the other party in accordance with clause 16.1 and shall be effective:
       
       1. on the date specified in the notice as being the date of such change; or
       2. if no date is so specified, two Business Days after the notice is deemed to be received.
          
       
       

     17. Further Assurance

     
     The Client shall, at the request of the Supplier and at the Client’s own cost, do all acts and execute all documents which are necessary to give full effect to the Contract.
     
     

     18. Entire Agreement

     • The parties agree that the Contract constitutes the entire agreement between them and supersedes all previous agreements, understandings, and arrangements between them, whether in writing or oral, in respect of its subject matter.
       
       
     • Each party acknowledges that it has not entered into the Contract in reliance on and shall have no remedies in respect of any representation or warranty that is not expressly set out in the Contract. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.
       
       
     • Nothing in these Conditions purports to limit or exclude any liability for fraud.

     19. Variation

     
     No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Conditions, and is duly signed or executed by or on behalf of each party.
     
     

     20. Assignment

     
     The Client may not assign, subcontract, or encumber any right or obligation under the Contract in whole or in part without the Supplier’s prior written consent.
     
     

     21. Set Off

     
     
     • The Supplier shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Client under the Contract.
       
       
     • The Client shall pay all sums that it owes to the Supplier under the Contract without any set-off, counterclaim, deduction, or withholding of any kind save as may be required by law.
       

     22. No Partnership or Agency

     • Save as expressly provided in the Contract, the parties are independent persons and are not partners, principal and agent, or employer and employee, and the Contract does not establish any joint venture, trust, fiduciary, or other relationship between them other than the contractual relationship expressly provided for in it. None of the parties shall have nor shall represent that they have any authority to make any commitments on the other party’s behalf.
       
       
     • Where in the course of providing the Services under the Contract the Supplier is required to act for or on behalf of the Client in any dealings with a Communicator, both parties recognize that in such a case the Supplier is acting as an agent for the Client.
       
       
     • The Client hereby authorizes the Supplier to act as its agent and indemnifies the Supplier against any loss or damage incurred by the Supplier by reason of it being an undisclosed agent of the Client when properly carrying out the provision of the Services in accordance with the Client’s instructions. The authority given to the Supplier by the Client shall be limited to that authority necessary to carry out the Services.
       

     23. Severance

     • If any provision of the Contract (or part of any provision) is or becomes illegal, invalid, or unenforceable, the legality, validity, and enforceability of any other provision of the Contract shall not be affected.
       
       
     • If any provision of the Contract (or part of any provision) is or becomes illegal, invalid, or unenforceable but would be legal, valid, and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with the minimum such deletions or modifications as may be necessary to make the provision legal, valid, and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree to the terms of a mutually acceptable alternative provision.
       

     24. Waiver

     • No failure, delay, or omission by the Supplier in exercising any right, power, or remedy provided by law or under the Contract shall operate as a waiver of that right, power, or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power, or remedy.
       
       
     • No single or partial exercise of any right, power, or remedy provided by law or under the Contract by the Supplier shall prevent any future exercise of it or the exercise of any other right, power, or remedy by the Supplier.
       
       
     • A waiver of any term, provision, condition, or breach of the Contract by the Supplier shall only be effective if given in writing and signed by the Supplier and then only in the instance and for the purpose for which it is given.

25. Compliance with Law

The Client shall comply with Applicable Law and shall maintain such licenses, authorizations, and all other approvals, permits, and authorities as are required from time to time to perform its obligations under or in connection with the Contract.

26. Costs and Expenses

The Client shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature, and performance of the Contract (and any documents referred to in it).

27. Third-Party Rights

• Except as expressly provided for in clause 30.2, a person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.
  
• Any Affiliate of the Supplier shall be entitled under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract. The consent of any such Affiliate is not required in order to rescind or vary the Contract or any provision of it.

28. Governing Law

The Contract and any dispute or claim arising out of or in connection with it, its subject matter, or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Northern Ireland.

29. Jurisdiction

The parties irrevocably agree that the courts of Northern Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract, its subject matter, or formation (including non-contractual disputes or claims).