DEFINITIONS

In this Agreement, the following terms shall bear the meanings attributed to them below:

  1. “Agreement” means these operative provisions, together with each of its Clauses, Sections, Paragraphs and Schedules (including the SLA, Terms and Conditions and Service Addenda);
  2. “SLA” is an abbreviation of ‘Service Level Agreement’;
  3. “Services” means any services provided by One IT Support covered by this Agreement, as outlined in Subsections 1.1-1.2 of the SLA;
  4. “Combined Services” is a combination of the ‘Services’ definition found immediately above in Definition 3, and any of the Client’s hardware covered under this SLA.
  5. “Client’s Correspondence Email Address”, “Client’s Correspondence Postal Address”, “One IT Support’s Correspondence Email Address” and “One IT Support’s Correspondence Postal Address” shall be email or postal addresses explicitly listed in the Service Addendum;
  6. “Failure” means any failure of hardware which is not operating in accordance with One IT Support’s and the Manufacturer’s Service Specification and Guidelines, including any malfunctions or defects;
  7. “IT Issue” is defined as a problem with IT equipment deemed by the Client which is not classed as a Failure;
  8. “Issues” is a combination of the ‘Failure’ and ‘IT Issue’ definitions found directly above in Definitions 6 and 7 respectively;
  9. “Working Day” means Monday to Friday between the hours of 9AM and 5PM. This does not include public holidays or Festive Holidays;
  10. “Working Hours” is anytime in a Working Day;
  11. “Festive Holidays” means any days throughout the year in which One IT Support’s office will be closed (excluding public holidays), of which One IT Support has given at least two (2) weeks’ notice of via email;
  12. “Out of Hours” means any time which is not part of the Working Day;
  13. “External Factors” means anything which is out of the complete and direct control of One IT Support;
  14. “One IT Support‘s Management” means One IT Support’s Directors and anyone whom they have authorised to make decisions on their behalf;
  15. “Online Helpdesk” (also referred to as the “Ticketing System” in other documentation and publications) is the ticket-based system One IT Support utilises on its website to track and respond to Issues reported by the Client;
  16. “Client’s Premises” shall be defined as any addresses explicitly listed in Service Addendum only;
  17. “Call Out” means an IT Issue or Failure which requires an Engineer or Technician to visit the Client’s Premises (“On Site”) to investigate and resolve;
  18. “Commencement Date” means the date specified in the Service Addendum for the commencement of the services provided by One IT Support to which the Service Addendum relates;
  19. “Intellectual Property Rights” means all copyright (including but not limited to rights in computer software), patents, trademarks, trade secrets, registered and unregistered design rights, database rights and topography rights, all rights to bring an action for passing off, all rights to apply for protection in respect of any of the above rights and all other forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world;
  20. “Subcontractor” means any third party with which One IT Support contracts for the provision of any or all of the Services;
  21. “One IT Support Data” means data which is provided or generated in the course of One IT Support’s provision of the Services;
  22. “One IT Support Rights” means all Intellectual Property Rights subsisting in and in relation to any aspects of the Services, software or data used in connection therewith, including without limitation One IT Support Data;
  23. “Client Rights” means all Intellectual Property Rights provided in relation to any aspects of the Services provided by One IT Support;
  24. “Rights” means the Client Rights and One IT Support Rights;
  25. “Term” means the duration of this Agreement as specified in Section 11 of the Terms and Conditions, save as earlier terminated in accordance with the provisions of this Agreement; and
  26. “Specialist Software” means any software that is not part of the Microsoft Office suit as of the Commencement Date, or any software that does not come installed by default on a Windows-based PC provided by One IT Support.
  27. “Goods” means the computer hardware, software and related equipment which One IT Support is to supply in accordance with the Agreement.
  28. “Unlimited” means One IT Support will spend as long as deemed necessary, and feasible by One IT Support.

In addition:

  1. References in this Agreement to “One IT Support” and “Client” shall include their respective employees, agents, Subcontractors, consultants and permitted assignees.
  2. Headings are included in this Agreement for ease of reference only and shall not affect the interpretation or construction of this Agreement.
  3. Numberings shall be used throughout this Agreement to reference different Sections and Subsections. Numbered-lists shall restart for each Service Addendum, SLA and Terms and Conditions and shall remain completely independent of any other numbered-lists used in any other documents or Schedules. Where a Section or Subsection references another Section or Subsection with a number, that reference shall be to the numbered Section or Subsection in the same document or Schedule, unless explicitly stated otherwise. For the benefit of doubt, a Section shall be a top-level numbered paragraph and a Subsection shall be a second-level number or anything deeper. When referenced, a Section shall include any Subsections under it, and a Subsection shall include any deeper-level Subsections, bullet points or lists under it.
  4. Unless the context otherwise requires, the singular includes a reference to the plural and vice versa, and words in the masculine mean and include the feminine and vice versa.

Words and phrases defined in any part of this Agreement, being these operative provisions, its Schedules and the relevant Service Addendum, shall bear that meaning throughout the other parts of this Agreement, save to the extent otherwise expressly provided therein.

 

TERMS AND CONDITIONS

 

  1. General

 

  • In consideration of the Client satisfying its obligations under this Service Agreement, One IT Support shall provide coverage outlined in the SLA and Service Addendum in accordance with this Service Agreement from the Commencement Date until:
  1. The relevant Service Addendum is terminated in accordance with this Service Agreement;
  2. The term specified in the Service Addendum expires; or
  3. This Service Agreement is terminated in its entirety,

whichever is earlier to occur.

  • The Client may request additional hardware or Services to be covered under this Service Agreement by requesting additional Service Addenda. Each Service Addendum which is accepted, agreed and executed by One IT Support will be appended to and form part of this Service Agreement.
  • Each Service Addendum shall address, inter alia:
  1. Service description and specification;
  2. Pricing terms; and
  3. Any additional terms and conditions which apply to the coverage in question.
    • To the extent of any conflict or inconsistency between a Service Addendum and the operative provisions of the Agreement, the SLA shall take precedence in respect of the Combined Services and other matters which are the subject of that Service Addendum.
    • Each individual Service Addendum shall be discrete and shall relate only to the Combined Services which are the subject of it, and accordingly the contents of any individual Service Addendum shall not affect the content of any other Service Addendum, save only as may be explicitly stated in the latter Service Addendum.

 

  1. Client Commitments

 

  • The Client warrants and undertakes to One IT Support as follows:
  1. At all times to conform to the duties and protocols outlined in the SLA and Service Addendum;
  2. To nominate at least 2 weeks prior to the Commencement Date such employees of the Client as may be required to act as technical coordinators and One IT Support’s contact points in order to coordinate services and maintenance;
  3. To ensure that the technical coordinators and other staff of the Client follow the service administration and fault reporting procedures outlined in this Agreement and notified to them by One IT Support from time to time;
  4. To ensure that the Combined Services are used for proper and lawful purposes only and in accordance with such reasonable instructions as One IT Support may from time to time notify the Client;
  5. At its own expense, to comply with all requirements and conditions at any time imposed by law or regulation which are applicable to or affect the Combined Services or the conduct of the Client’s business; and
  6. To take reasonable precautions to protect the health and safety of all personnel working for One IT Support and its Subcontractors under this Agreement including ensuring the presence of a representative of the Client in the area where the equipment is operating during the performance of the Service. This includes providing One IT Support with any protective clothing required by the Client under any health and safety legislation and regulations.
    • Without limiting Subsection 2.1 above, the Client undertakes not to use the Combined Services or permit the Combined Services to be used:
  7. In any way that contravenes applicable law or regulation in any country where the Combined Services are marketed or provided; or
  8. In any way that may have a detrimental effect to the goodwill and good standing of One IT Support.
    • For the sending of bulk or unsolicited messages, One IT Support may request:
  9. Evidence from the Client of compliance with Subsections 2.1 and 2.2 above; and
  10. The provision by the Client of reasonable volume forecasts, customer support information and information concerning new services to be provided by means of the Services, and the Client agrees to comply with any such request as soon as reasonably practicable, and with such degree of detail as One IT Support may reasonably require.

 

  1. Price Payment and Currency

 

  • The charges and compensation for any Services provided by One IT Support shall be at the pricing set out in the relevant Service Addendum as adjusted from time to time pursuant to this Section. In the event that the relevant Service Addendum does not refer to any specific pricing, the Services shall be performed at One IT Support’s then current standard charges, which One IT Support will notify the Client upon request.
  • One IT Support shall be entitled to change the pricing which applies to Services by:
  1. Thirty (30) days’ notice in writing to the Client, or
  2. Such other period of notice as may be specified in the relevant Service Addendum (a “Price Change Notice”).

In the event a Price Change Notice is served, the Client shall have the rights of termination specified in Subsection 10.3(b)(ii).

  • Where the Service Addendum specifies that the Client is to pre-pay charges to One IT Support for Combined Services provided under that Service Addendum, then:
  1. The Client shall make such payments by the time specified therefor in such Service Addendum;
  2. One IT Support will set-off such pre-paid charges against the charges otherwise payable by the Client for the Services in question, and any amounts payable by the Client under this Agreement, and report monthly to the Client, showing a reconciliation of the pre-paid charges against such fees and amounts; and
  3. In the event that One IT Support’s charges attributable to the Services which are the subject of such pre-paid charges are equivalent to or exceed the amount for which pre-payment has been received from the Client, One IT Support shall be entitled to invoice the Client for the difference between One IT Support’s charges attributable to the Services which are the subject of such pre-paid charges and the amount for which pre-payment has been received from the Client.
    • All amounts payable under the Service Agreement are exclusive of any value added tax that may be payable. The Client will pay all such value added tax at the rate and in the manner required by law.
    • Save to the extent otherwise provided in the relevant Service Addendum, the fixed or variable nature of the pricing for Services shall be governed by the relevant terms of the Service Addendum.
    • When an invoice is issued for sums payable to One IT Support by the Client under this Agreement:
  4. Such sums shall be paid by the Client within fourteen (14) days of the date of One IT Support’s invoice; and
  5. Unless otherwise specified in the relevant Service Addendum, One IT Support will issue such invoices to the Client on a monthly basis.
    • Unless otherwise agreed in writing between the parties;
  6. All payments of charges or compensation by the Client to One IT Support and other transfer of funds required under this Service Agreement shall be made by bank transfer, and
  7. All charges and fees relating to such transfers (including, without limitation, those
    levied by the paying and payee bank or other financial institution) will be borne by
    the Client.

    • In the event that any payment due under the Agreement is not paid on or before the due date for payment, One IT Support shall be entitled to charge interest thereon at the rate of five percent per annum over the base rate of National Westminster Bank Plc from time to time from the date payment becomes due until payment in full. Such interest shall accrue daily.
    • In the event that any payment due hereunder is outstanding thirty (30) days after the due date for payment, One IT Support shall be entitled to charge a fixed debt collection fee of £50 (fifty pounds) for debts totalling up to and including £200 (two hundred pounds), and a fixed debt collection fee of £80 (eighty pounds) for debts totalling in excess of £200 (two hundred pounds). Where legal procedures are required to recover any debts, One IT Support shall be entitled to recover one hundred percent (100%) of any legal costs incurred in the debt recovery and litigation process.
    • If the pricing for services in a Service Addendum is expressed in a currency other than pounds sterling, then, in respect of that Service Addendum, sums expressed in this Agreement in pounds sterling shall, at the relevant time, be converted into that currency at the then-current conversion rate for business transactions of National Westminster Bank Plc.
    • Obligations under this Section 3 shall survive any termination of this Agreement.

 

  1. Confidentiality

 

  • For the purpose of this Agreement, “Confidential Information” shall mean all Intellectual Property Rights, drawings, software, data, specifications, processes, testing procedures, customer information, financial information, product and services information and all other technical, business and other information and material relating or belonging to a party or its customers which is in the course of the performance of this Agreement obtained by either party in relation to the other, either directly or indirectly.
  • Confidential Information shall not include:
  1. Information which was in the public domain at the time of disclosure;
  2. Information which, though originally Confidential Information, subsequently falls into the public domain other than as a result of any breach of this Section 4 or any other duty of confidence;
  3. Information received by a party from a third party, or already known by such party, without any breach of this Section 4 or any obligation of confidentiality;
  4. Information that was developed independently of and without reference to any Confidential Information disclosed by the disclosing party; and
  5. Information that is required to be disclosed by a government body or court of competent jurisdiction or by operation of law, but only to the extent so required.
    • Each party hereby agrees, other than as permitted by the Agreement, to keep the Confidential Information of the other in complete confidence and not to disclose the same to any third parties (except as set out below), nor use it for any purposes other than for the performance of its duties under the Agreement (the “Specific Purposes”). Either party may disclose the Confidential Information of the other to its employees and Subcontractors but only to the extent reasonably necessary for the Specific Purposes and subject to such employees and Subcontractors being subject to obligations of confidentiality relating to that Confidential Information no less stringent than the requirements of this Section. Each party hereby agrees to use reasonable endeavours to ensure that all such employees and Subcontractors do not disclose Confidential Information of the other party to third parties or use the same otherwise than as reasonably required for the Specific Purposes.
    • The provisions of this Section 4 shall continue in full force and effect notwithstanding the termination of the Agreement for any reason whatsoever.

 

  1. Warranties and Liability

 

  • One IT Support warrants that the Services will be performed with reasonable care and skill with the objective of meeting the requirements of this Agreement.
  • One IT Support shall be liable as expressly provided in the Agreement, but shall have no other obligation, duty or liability whatsoever in contract, tort (including negligence, breach of statutory duty and any other tort) or otherwise.
  • Nothing in the Agreement shall exclude or restrict One IT Support’s or the Client’s liability for death or personal injury resulting from its negligence, for fraud or fraudulent misrepresentation or for any other liability the exclusion or limitation of which is not permitted by English law.
  • Subject always to Clause 5.5, One IT Support shall be liable for direct loss or damage only, whether in contract, tort (including negligence, breach of statutory duty or other tort) or otherwise, arising out of or in connection with this Agreement and whether caused by its act or omission or that of its employees, agents or Subcontractors. One IT Support’s aggregate liability during any successive period of twelve months, the first of which shall be deemed to begin on the Commencement Date (each a “Year”) shall be limited to the greater of (a) the aggregate of the charges paid or payable by the Client to One IT Support under this Agreement in respect of such Year, or (b) £10,000 (ten thousand pounds).
  • One IT Support shall not be liable to the Client or any other person or entity, whether in contract, tort (including negligence, breach of statutory duty or other tort) or otherwise:
  1. For any loss of data, revenue, business, anticipated savings or profits, or
  2. For any indirect, special or consequential loss or damage, costs or other claims, howsoever caused or arising, whether through non-supply or late supply of Services or other non-performance of the Agreement or otherwise.
    • Except as explicitly stated elsewhere in the Agreement, all representations, warranties, conditions and other terms, whether express or implied (by common law, statute, collaterally or otherwise) are hereby excluded to the fullest extent permitted by law, save in the case of fraud or fraudulent misrepresentation.
    • One IT Support shall have no liability to the Client or any other person for or in respect of any data or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other act or omission of the Client.
    • One IT Support will use reasonable endeavours to meet any dates agreed between the parties in writing for the commencement of the Services.
    • If One IT Support shall fail to meet any service level or other requirement specified in the Service Level Agreement, then One IT Support’s entire liability, and the Client’s entire remedy, shall be for One IT Support to use reasonable endeavours to correct such failure in future deliveries of the affected Services.
    • One IT Support provides no warranties or guaranties as to any backup services provided, unless explicitly stated in the SLA or Service Addenda (for the benefit of doubt, the phrase ‘Guarantee of Backup’ must be used).
    • The provisions of this Section 5 shall survive the termination or expiry of the Agreement.

 

  1. Intellectual Property Rights

 

  • Ownership of all One IT Support Rights shall vest in and remain with One IT Support and its licensors.
  • One IT Support grants to the Client for the term of the Agreement a non-transferable, non-sublicensable, non-exclusive and royalty-free licence to use such of the One IT Support Rights as is directly and unavoidably required by the Client to use the Services (including any documentation or software which One IT Support makes available to the Client for use pursuant to this Agreement).
  • The Client grants to One IT Support a non-exclusive and royalty-free licence to use the Client Rights in order that One IT Support is enabled to provide the Services in accordance with this Agreement.
  • Each party warrants to the other that it is the owner of its respective Rights or is entitled to license its respective Rights as provided under Subsections 6.2 or 6.3, as applicable.
  • Neither party shall reverse engineer, decompile or disassemble any software comprised in the other party’s Rights save to the extent expressly permitted by applicable law.

 

  1. Non-solicitation of Employees

 

  • The Client agrees during the Term and for a period of twelve (12) months thereafter, not directly or indirectly to solicit, employ or engage or, endeavour to do so, any employees or any Subcontractors (including any employees of any Subcontractors) of One IT Support in the performance of its obligations under this Agreement without prior written permission of One IT Support’s Management.

 

  1. Non-assignability and Third Party Rights

 

  • The Client may not without prior written consent from One IT Support’s Management, transfer or assign or otherwise deal with any of its rights and obligations under this Agreement.
  • The Client acknowledges that One IT Support shall be entitled, by notice in writing to the Client, to assign any or all of its rights and obligations under this Agreement to any third party.

 

  1. Indemnity

 

  • The Client shall indemnify One IT Support and hold One IT Support harmless from and against all losses, damages, expenses (including, without limitation, legal expenses), costs and liabilities arising out of or in connection with:
  1. Any breach of this Agreement by the Client;
  2. The Client’s negligent act or omission; and
  3. Any claims, demands, actions or proceedings made by any person or entity (including, without limitation, any regulator) arising out of or in connection with the provision or use of the Services by the Client (unless the same arises as a result of any breach of this Agreement by One IT Support or One IT Support’s negligent act or omission).

 

  1. Suspension and Termination

 

  • One IT Support may in its sole discretion suspend provision of the Services at any time in the event that:
  1. One IT Support is entitled to terminate this Agreement;
  2. One IT Support is obliged or advised to comply with an order, instruction or request of the government, regulator, court or other competent authority;
  3. One IT Support has cause to believe in its reasonable opinion that the Client is in breach of any of its obligations under this Agreement;
  4. In the event that any payment due hereunder is outstanding after the due date for payment; or
  5. The services of one of more of the providers upon which the provision of Services hereunder is dependent suspends its provision of those services to One IT Support under the terms of their relevant agreement(s) with One IT Support.
    • Where One IT Support determines in its discretion it is practicable to do so, One IT Support shall effect any such suspension only in respect of those Services which are affected by the matters referred to in the above Subsections.
    • The Agreement may be terminated prior to the expiration of the Term by notice in writing as follows:
  6. By either party in the event the other has failed to perform any material obligation required to be performed under the Agreement and such failure is not corrected with thirty (30) days from receipt of written notice advising of such failure from the other party, which notice shall make reference to this Subsection;
  7. By the Client in respect of any specific Service Addendum and the Services which are the subject thereof (but, for the avoidance of doubt, not any other Service Addendum or Services):
  8. Where the Service Level Agreement expressly permits termination in respect of the relevant Service Addendum and Services; or
  9. In the event that a Price Change Notice is served under Subsection 3.2(b), provided that the Client’s written notice of termination (a) shall be of reasonable duration, and (b) shall expire no later than the date when the pricing change which is the subject of the Price Change Notice is scheduled to take effect, as specified in the relevant Price Change Notice.
  10. By One IT Support by immediate notice in the event that one of more of the providers upon which the provision of Services hereunder is dependent terminates or suspends its provision of those services to One IT Support under the terms of their relevant agreement(s) by One IT Support.;
  11. By One IT Support by immediate notice in the event that the Client is in material breach of its obligations under Section 2;
  12. By either party in the event that the other party (being a company) presents a petition or has a petition presented by a creditor for its winding up, convenes a meeting to pass a resolution for voluntary winding up or enters into liquidation (other than for the purposes of a bona fide reconstruction or amalgamation), enters into a voluntary arrangement with its creditors, has a receiver, administrative receiver or administrator of all or any of its undertakings or assets appointed, or is deemed by the relevant statutory provisions under the applicable law to be unable to pay its debts or (if an individual) presents or has presented against him a bankruptcy petition or (if a non UK national or corporation) shall suffer anything analogous to these matters to occur to him or it; or
  13. By One IT Support in the event that any payment due hereunder is not paid by the Client within thirty (30) days of the due date for payment.
    • Upon termination or expiration of the Agreement the Client shall deliver to One IT Support all material containing any of the Confidential Information of One IT Support within fourteen (14) days of such termination or expiration, or (at the option of One IT Support) a statement confirming that such copies have been destroyed, and One IT Support shall return to the Client all material provided in documentary form by the Client to One IT Support containing information in the nature of Confidential Information of the Client which it holds; provided that One IT Support shall not be obliged to return such material to the Client where in doing so One IT Support would be likely to compromise the confidentiality of any other person’s confidential information.

 

  1. Term

 

  • This Agreement shall continue in force until the expiry or termination of all of the Service Addenda entered into under this Agreement.
  • Unless otherwise specified therein or unless earlier terminated in accordance with this Agreement, each Service Addendum shall continue on a 36-month rolling basis (each a “Support Period”) until notice by either party is given in writing of at least ninety (90) days prior to the next Support Period.

 

  1. Announcement

 

  • Both parties are permitted to announce the existence of the Agreement but the particulars shall remain confidential (for the benefit of doubt, particulars shall include any Sections, Clauses, Schedules, Terms or Service Addenda or SLA).
  • One IT Support reserves the right to use the Client’s branding and details on its marketing materials, including any advertisements, publications and websites.

 

  1. Force Majeure

 

  • Either party’s performance of any part of the Agreement, other than payment obligations, shall be excused to the extent that it is hindered, delayed or otherwise made impractical by:
  1. Flood, fire, strike or riot; or
  2. Any other cause (whether similar or dissimilar to those listed) beyond the reasonable control of that party (collectively referred to as “Force Majeure Conditions” below).
    • If any such Force Majeure Condition occurs, the non-performing party shall make reasonable efforts to notify the other party of the nature of any such condition and the extent of the delay, and shall make reasonable, good faith efforts to resume performance as soon as possible.

 

  1. Transfer of Property and Risk, and Sales of Goods

 

  • Risk and liability in respect of any Goods provided by One IT Support shall pass to the Client at the time of delivery, and the title and ownership of the Goods shall pass to the Client when One IT Support has received payment in full of the price of the Goods and any other due invoices or payments which are outstanding.
  • Until title and ownership of any Goods has passed to the Client, One IT Support or any agents authorised to act on its behalf will be entitled at any time to require the Client to deliver up the Goods to One IT Support and, if the Client fails to do so forthwith, to enter upon any premises of the Client or any third party where the Goods are stored and repossess the Goods at the full expense of the Client.
  • Until title and ownership of any Goods provided by One IT Support has passed to the Client, the Client shall preserve the Goods as One IT Support’s fiduciary agent and bailee, and will not dispose of the Goods and will retain the Goods undamaged, separate from those of the Client and third parties and properly stored, protected, insured and identified as One IT Support’s property.
  • All software, whether supplied, installed or implemented is provided within the terms and conditions and licence of the software provider.
  • If the software comprised in the Goods is not owned by One IT Support, the Client will be required to enter into an end-user licence agreement with the owner of the software concerned.
  • Unless otherwise stated, and to the extent permitted by law, the Goods supplied hereunder are only warranted to be free from defects in materials and workmanship for a period of sixty (60) days from the date of delivery by One IT Support. The Client must within the said period of sixty (60) days notify One IT Support in writing of any such defects and permit One IT Support to inspect the Goods as required by One IT Support. If the Client does not so notify then the Client will not be entitled to reject the Goods and One IT Support will have no liability for such defect.
  • The above warranty only applies where the Goods have been properly used in accordance with the relevant manufacturer’s specifications and any instructions by One IT Support and does not apply to any Goods that have been repaired or modified by anybody other than One IT Support.
  • If a valid claim is notified under Section 14.6 above, One IT Support may at its discretion repair or replace the Goods free of charge or refund the price of the Goods (or a proportionate part) in which case One IT Support will have no further liability to the Client.

 

  1. Data Protection

 

  • Each party will ensure that in the performance of its obligations under this Agreement it will at all times comply with the Data Protection Act 1998 and any other relevant legislation.
  • The Client consents to the processing by One IT Support of all the Client’s personal data (as the term ‘personal data’ is defined in the Data Protection Act 1998) for all purposes connected with this Agreement.
  • The Client acknowledges that any data transmitted over the Internet or through any other form of transmission including by telephony or other electronic means cannot be guaranteed to be free from the risk of interception even if transmitted in encrypted form and that One IT Support has no liability for the loss, corruption or interception of any such data.

 

  1. General

 

  • The Agreement including its attachment(s) and each Service Addendum (and, for the benefit of doubt, the SLA) constitutes the entire agreement between the parties and supersedes any prior discussions, writings, agreements and negotiations with respect thereto.
  • Any amendment to the Agreement must be in writing signed by or on behalf of both parties.
  • No waiver of any provision of the Agreement by either party shall be effective unless made in writing. Any waiver made by such party of any term or condition of the Agreement shall not be deemed or construed to be a waiver of such term or condition for the future, or any subsequent breach thereof.
  • The Agreement shall be governed by the laws of England and the parties hereby submit to the exclusive jurisdiction of the English courts for the resolution of any dispute which may arise in connection herewith.
  • Any notices under this Agreement shall be sent by recorded delivery post to the respective party’s Correspondence Postal Address set out in the latest Service Addendum. Where this Agreement permits notice via email, notice shall be sent to the respective party’s Correspondence Email Address as set out in the latest Service Addendum.
  • If any portion of the Agreement is determined to be or becomes unenforceable or illegal, such portion shall be deemed eliminated and the remainder of the Agreement shall remain in effect in accordance with its terms as modified by such deletion.