Please read the following important terms and conditions (‘Terms’) before accepting the Customer Sales Order (‘the Contract”). It is Your responsibility to check that the Services purchased are suitable for Your purposes. By entering into the Contract, You agree that You have read and understood Our Terms and that it shall be legally binding upon You. These Terms set out each party’s legal rights and responsibilities between You and Us. If any of these Terms require clarification, please speak to a member of staff either by:
We may monitor or record calls for training and quality purposes. In these Terms, references to ‘You’, ‘Your’, ‘Yours’ or Customer shall mean the Business, Company, Partnership or Reseller as detailed in the Customer Sales Order and references to ‘We’, ‘Our’, ‘Ours’ or ‘Us’ shall mean Idaq Ltd.
You are responsible for and must pay the Charges for the Services whether the Services are delivered to You or Your Reseller Client. If Your entity is a partnership, Group company or subsidiary, liability between the parties shall be joint and several.
We are regulated by The Office of Communications (OFCOM). For more details of what this means for You, visit the webpage https://www.ofcom.org.uk/
1.1 These Services are provided to You for Your sole business use only. If You would like Our Services for personal use or would like to share it with a party who is not a party to the Contract please ask a member of staff who will be happy to assist You.
1.2 In the event of a conflict between these Terms and any other terms and conditions these Terms shall prevail unless otherwise agreed in writing.
1.3 References to either parties shall include its personal representatives, successors and assigns.
1.4 You may end this Contract at any time by giving Us no less than 3 months’ notice if We inform You of any extra terms that apply.
1.5 You also agree to be legally bound by:
1.5.1 The Customer Sales Order, Service Level Agreement, Schedules, Annexes and Policies referred to herein;
1.5.2 any terms which We may add to, vary or be substituted from time to time. We will inform You of such changes at least 1 month in advance prior to effecting these changes;
1.5.3 specific terms which apply to certain services.
All these documents form part of the Contract as though set out in full here.
2.1 Unless the context otherwise requires, the following expressions shall have the following mean ing:
Act : The Communications Act 2003
Burst Rate : the data transfer rate measured on the 95 th percentile
Business Day : any day other than Saturday, Sunday or Bank Holiday
Calendar Days : shall mean any normal day, which may or may not be a Business Day
Contract : are the Customer Sales Order, these Terms and Conditions, any Service Level Agreement, Schedules, Annexes or Policies referred to herein
Code : The Electronic Communications Code contained in Schedule 3A to the Act
Customer : the business or company and Installation Address described in the Customer Sales Order Customer Time : all down time during which We are prevented from taking any action
Charges : any Initial Charges, Recurring Charges, Call - Out Charges or Additional Charges as notified or made available to you by any other means
Equipment : any electronic communications apparatus which has the meaning given to it by paragraph 5 of Part 1 of the Code apparatus, or ancillary apparatus required under the Contract being wireless network equipment to include but not limited to transmitters, antennas, stands/brackets, computer equipment, network equipment, cabinets, network cabling, cable trays, safety equipment and casing to enable the supply of power to such equipment and if applicable include all such apparatus as altered adjusted or substituted or relocated for the provision of the ordered Services
Initial Charge(s) : the Installation Charge, the 1st Recurring Charge and Deposit (if any)
Installation Charge(s) : the one-time installation fee incurred at Order Acceptance
Installation Address : the installation address provided by You in the Customer Sales Order which Services are instructed to be delivered to
Megabits per second (Mb/s) : a data transfer rate of one million, forty - eight thousand five hundred and seventy - six 1,048,576 bits per second
Method Statement : A document which provides a process on how our installation is to be carried out by our engineers
Monitoring Time : any time (which includes Customer Time) that it takes Us to monitor, examine or observe the Services and includes the prevention of action by Us as a result of a delay caused by or from other third-party supplier contractor, or any other person or organisation that We deem as relevant to the progress of the matter
Minimum Period : the term of the Contract before a notice to terminate can be served as stated in the Customer Sales Order
Notice to Terminate : On grounds provided in clause 20
Order Acceptance : a response from Us accepting Your Customer Sales Order
Order Date : the date in which the Customer Sales Order was issued to You
Recurring Charges : the monthly or periodic recurring charge s as stated in the Customer Sales Order for the Minimum Period
Reconnection Fee : a fee of £50
Risk Assessment : a risk assessment identifying any apparent health and safety hazards in installing our equipment
Reschedule Notice : shall mean a notice to reschedule any Scheduled Dates for the installation of Services or other site visits throughout the period of the Term
Scheduled Date : shall mean a date notified to You for the installation of Equipment for the provision of the Services to You
Service Unavailability : the period in which the Service is unavailable to You
Service Start Date : the date of active service and completed installation
Services : the product order specifications as described in the Customer Sales Order
Software : any and all programs, applications, instructions or similar platforms which may periodically be required to be installed or downloaded by You on Your computing system for the use of Our Services
Termination Fee : shall be the sum equal to 75% of the remaining Minimum Period excluding any cost for Equipment
Working Hours : means Our normal working hours
Works : any works to the Property necessary to install, use, keep, operate, maintain, repair, substitute, renew, adjust, alter, and remove the Equipment, including any works to upgrade or works under any other provision of this agreement and including any works of alteration, adjustment or addition made to the Equipment which fall within upgrade, substitution or maintenance works, together with the laying of any necessary communication and electricity supply cables
2.2 Unless the context otherwise requires, each reference in these Terms which makes reference to :
2.2.1 a statute or provision of a statute is a reference to that statute or provision as amended or re-enacted;
2.2.2 ‘these Terms’ are a reference to these ‘Business to Business standard terms and conditions;
2.2.3 ‘a Schedule’ is a schedule to these Terms;
2.2.4 a clause or paragraph is a reference to a clause of these Terms and each of the Schedules as amended or supplemented from time to time.
3.1 All Charges are exclusive of VAT, are payable on the due date stipulated on Our invoice which will be issued to You on or about the 1st of every month.
3.2 We reserve the right to increase Our Charges once per year in line with the Retail Price Index.
3.3 We accept payment by Credit Card, Direct Debit, Bacs transfer, or cheque.
3.4 Where Your Service Start Date falls:
3.4.1 between the 1st – 15th of the month (inclusive), payment will be taken on or about the 15th of the month;
3.4.2 after the 15th of every month, payment will be taken on or about the 28th of the month.
3.5 Installation Charges will usually be billed on your 1st bill.
3.6 If payment falls on a Sunday, Bank Holiday or non-working day, then payment shall be due immediately on the next Business Day.
3.7 Without prejudice to Our other rights, if You breach this Agreement (including any payment obligations) and as a result we suspend or terminate all or part of Your Services, we reserve the right to charge for the following:
3.7.1 a Termination Fee;
3.7.2 any damage to Our Equipment (whether actual or latent);
3.7.3 a late payment fee as provided under the Late Payment of Commercial Debts (Interests) Act 1998 (“Late Payment Fee”);
3.7.4 interest as provided under the Late Payment of Commercial Debts (Interests) Act 1998 / section 69 of the County Courts Act 1984 (“Late Payment Interest”);
3.7.5 a fee of £40 for a Letter Before Action;
3.7.6 any other trace agent’s fees, debt collection agency fees, solicitors and court fees that are properly and reasonably incurred in recovering the debt due against You.
3.8 All fees and charges listed in clause 3.7 shall be due immediately and payable on demand.
3.9 You agree to indemnify Us of all such fees and charges incurred as a result of bank or service charges (which shall be included in your next invoice), arising as a result of a breach of Your obligations under this Contract, negligence or misrepresentation.
3.10 We shall be entitled to charge a reasonable fee and be indemnified against all damage, theft, unauthorised removal, misuse resulting in damage to Equipment, defacement, and any such like damages that may be sustained except fair wear and tear.
3.11 Cancellation of your direct debit does not constitute notice of termination of this Agreement, but We reserve the right to suspend or terminate immediately if You cancel Your direct debit or choose another method of payment.
3.12 In this clause 3, time is strictly of the essence.
4.1 If a deposit is required, this will be stated on the Customer Sales Order. No interest is payable on any Deposit held by Us under this Agreement.
4.2 Subject to clause 4.3, the Deposit will be refunded to You within 1 month from the expiration or Termination of the Contract whichever is earlier.
4.3 Any cost recoverable as a result of Termination or upon expiry shall be invoiced to You and set off against Your Deposit. Where the Deposit is insufficient to satisfy the debt, We shall invoice the remainder to You which shall be due immediately and payable on demand.
4.4 Where late payment occurs on more than 2 occasions: -
4.4.1 where a Deposit is in place, We shall apply Our right of set-off against any debt due and shall retain the right to invoice for a further Deposit;
4.4.2 where a Deposit is not in place, We shall have the right to invoice for such Deposit as We believe appropriate to be put in place.
4.5 Where a Deposit is invoiced but not paid, We reserve the right to suspend or continue the suspension of Your Services.
5.1 The Service Start Date notified to You in our Order Acceptance is tentative only and We will as far as practicable seek to achieve Service Start Date within a reasonable period from Order Acceptance.
5.2 In the event that the Service Start Date is not achievable, We accept no liability for any loss or damages You may suffer as a result of this occurrence unless informed to Us in writing prior to Order Date.
5.3 You accept that any minor breaches or series of minor breaches that may be remedied within a reasonable time is not a material breach and any indicated performance of the Service is based on reasonable endeavours only.
5.4 Installation of Equipment will commence after the Order Acceptance and this may or may not be the Service Live Date.
5.5 It is a precondition that the delivery of Services is subject to (where required) :
5.5.1 a wayleave agreement whether secured by Us or procured by You;
5.5.2 a successful feasibility assessment and site survey report which may include a standard Risk Assessment and Method Statement report; and
5.5.3 continuing access to the Installation Address or any part of the building which We may require from time to time
5.6 Where required, We will appoint, sub-contract or delegate any function of the Services or the delivery of Our Services.
5.7 You may provide Us with a Reschedule Notice no later than 48 hours prior to the Scheduled Date failing which any reschedule of a Scheduled Date will be chargeable in accordance with clause 5.9 and 5.10 below.
5.8 Upon request, We will provide a generic Risk Assessment and Method Statement report. A Risk Assessment and Method Statement may be customised to suit Your requirements upon Your request but will incur a minimum charge of £300 each per request and shall include a maximum of 2 further alterations to either.
5.9 In the event that access to the Installation Address is denied or delayed as follows (‘Delayed Access’), We shall be entitled to charge a fee (‘Delayed Access Fee’).
5.10 A Delayed Access Fee shall be chargeable for each engineer deployed to the site as notified :
| Clause | Term | Charges |
| 5.10.1 | for any delay for a period of more than the first 30 minutes howsoever arising but which is not a result of Our action or omission | £65 per hour (or part thereof) up to a maximum of £500 per occasion |
| 5.10.2 | a Scheduled Date having to be postponed due to Your failure to provide Us with a Reschedule Notice in accordance with clause 5.7, or howsoever arising but which is not as a result of Our action or omission | £500 per day |
5.11. You agree that any Software which We provide to You is provided to enable You to use Our Services, including backup and computer security services and We grant You only, a non-exclusive, non - transferable, revocable license to use the Software solely for the term and use of Our Services. The use of the Software is at Your Own risk and You agree to use the Software in accordance with its applicable end-user license agreement, which You will be required to accept in order to install the Software. You must not resell, rent, transfer, assign or sub-license the Software to anyone else or copy, decompile or modify the Software in whole or part for any purpose unless specifically permitted by law or granted by Us.
6.1 You may not terminate within the Minimum Period. Should You choose to terminate within the Minimum Period, a Termination Fee will apply.
6.2 We may, without prejudice to Our other rights, accept such termination subject to You providing Us with no less than 3 months’ notice and where applicable, costs which are not reasonably recoverable in respect of the installation of Equipment but which were procured in furtherance of this Contract.
6.3 Where clause 20.1.1 operates, We will provide You with no less than three (3) months ’ notice prior to termination of the Services to You.
7.1 We :
7.1.1 shall provide such Services using reasonable care and skill;
7.1.2 shall use all reasonable endeavours to perform the obligations under this Contract and/or maintain the proper function of Equipment or Software for the purposes of providing the Services;
7.1.3 do not guarantee the performance, quality or fitness of any Equipment or Software which forms part of any product or Services.
7.2 You agree that time is not of the essence in the performance of these obligations by Us.
8.1 You shall provide, or procure Us access to the Installation Address including any specific site access requirements in order for Us to perform Our obligations under the Contract. For the avoidance of doubt, it is Your responsibility to warrant or guarantee Us access for the proper performance of Our obligations under this Contract and the failure to perform these obligations as a result of denied access shall not be a breach of Contract by Us.
8.2 You shall co-operate fully and without reserve and provide all and any assistance, information and facilities (with or without request) as may be reasonably required by Us or Our appointed representatives in fulfilling Our obligations under the Contract and covenant that You shall in no way impede, obstruct or interfere with the installation, maintenance, updating, renewing, investigating, identifying or resolving of the Equipment and any issues, fault or malfunction of any Equipment, Services, Software or conduit.
8.3 It shall be Your responsibility to install, maintain, update, change or provide where necessary such communication media, power feed and all such Equipment and accessories which are not supplied by Us but necessary to the delivery of Our Services to You (‘Customer Equipment’). Any use of Customer Equipment with Our Services must be:
8.3.1 technically compatible with the Services or Our Equipment and must not harm or interfere with Our network;
8.3.2 connected using the applicable network termination point (in accordance with standard industry practice and with Our instructions); and
8.3.3 adequately protected by You against viruses and other breaches of security.
8.4 You warrant that We shall be indemnified against any distress, seizure or execution to be levied against any of Our Equipment or allow any other person or third party shall be allowed to do anything which prejudices Our rights in the Equipment or be refrained from protecting Our title in the Equipment.
8.5 In the event that Works are necessarily required or may arise You agree to:
8.5.1 repair and reinstate any such area, location, site, position or premise to its layout and condition such that it is in no worse state and condition than prior to the relevant alterations or additions;
8.5.2 make good any damage caused by Our installation of cables, ducts or Equipment;
8.6 In the event that You are unable to fulfil Your obligations under clause 8.5 howsoever arising, You agree, upon reasonable notice, that We may be entitled to perform such necessary repairs and reinstatement on Your behalf and that You will indemnify Us against all costs and expenses, which will be recoverable as a debt.
8.7 You shall ensure (where possible) that access granted on the premise shall minimally meet all such current health and safety regulations as may be required and amended from time to time. For the avoidance of doubt, We may refuse to carry out any further Works until such time as this condition has been evidenced to be satisfied.
8.8 You irrevocably consent to providing Us all and any information, access, documents, or any other assistance as may be required in order for Us to investigate any abuse of Our system network and You fully consent to provide Us with such assistance to the fullest extent as is required in allowing Us to examine any records, Equipment or data relating to the use of the Services or to any of Your Equipment which are connected to Ours.
8.9 You shall not allow any changes, modifications or alterations to be introduced in Your computer or network system which may actually or potentially affect negatively the delivery of Our Services without prior consultation with Us. In the event of such an occurrence arising, We reserve the right to review the terms on which the Services are provided to You which may or may not affect Your payment obligations to Us under this Contract.
8.10 You shall promptly inform us of any changes in your circumstance or contact details which may affect your obligations under this Contract.
9 Change of Installation Address
9.1 If You are intending to change Your Installation Address, You must follow the procedures set out in this clause 9 and notify Us immediately either by email, fax or by contacting a member of staff (‘Request’).
9.2 A failure to notify Us in accordance with this clause 9 which consequentially prevents Us from delivering Our Services to You or You accessing Our Services shall immediately trigger payment of the remainder Term which shall become payable immediately on demand.
9.3 A Request for a change of Installation Address shall be as follows:
9.3.1 You will send Us a Request and provide Us with the following information: (a) Your name and current contact address (b) the Customer ID detailed on Your Customer Sales Order; (c) the start and end dates of the Contract Term; (d) the current Installation Address and where You would like to move it to; and (e) Your contact number and email address.
9.3.2 If Your Request cannot be accommodated, and You are within Your Minimum Period, You may exercise Your right to terminate in accordance with clause 6.
9.3.3 If Your Request is granted :
(a) we shall inform you of any additional Charges that apply;
(b) Your Installation Address initially detailed in the Customer Sales Order shall be substituted and nothing in this Contract shall be deemed to be varied, or amended unless agreed by both parties in writing; and
(c) where amendments or variations to this Agreement are introduced and accepted by both parties, depending on the issues involved and agreed, We may require and you irrevocably consent to sign any such memorandums, deed of variation or a completely new Customer Sales Order within 7 days of Our presenting it to You.
10 Term of the Contract
10.1 This Contract shall start from the date of Order Acceptance and last for the Minimum Period as set out in Your Customer Sales Order (‘ Initial Minimum Period ’).
10.2 Upon expiry of the Initial Minimum Period or any subsequent Minimum Period, the Contract will automatically renew upon expiry, for a further term of 12 months unless terminated in accordance with clause 10.3.
10.3 You may provide us with no less than 30 days written notice to terminate within 3 months prior to the date of expiry.
11.1 You acknowledge that We are unable to guarantee or warrant a fault-free Service throughout the term of the Contract. We warrant however that any level of service received by You shall not fall below the Service Level Requirement guaranteed to You in the Contract.
11.2 You agree that We may at Our sole discretion control the priority of specific protocols on Our network.
11.3 You agree further that:
11.3.1 Our network does provide support for Voice Over IP (VOIP) and support for TV Over IP (IPTV) but this service is excluded from any Service Level Agreement. Please note however that access to Emergency Organisations using a VOIP Outbound Call Service may be interrupted or cease if there is a power cut or power failure, or a failure of the internet connection on which the service relies;
11.3.2 We are unable to guarantee a product speed beyond the Committed Data Rate;
11.3.3 the product service speed in the Contract refers to the uncontended capacity available for Your use but the available speed may be substantially greater than the product service speed; and
11.3.4 that We have no control over interference to Your signal quality which may occur as a result of poor quality or range of Wi-Fi in Your premise.
12.1 In the event of a fault arising, please raise a fault ticket through Our online ticketing system at http://support.idaq.com/.
12.2 We will issue you a support incident reference number (Support Reference Number) to acknowledge that a support ticket has been raised.
12.3 The response time shall start from the issue of the Support Reference Number and will exclude any Monitoring Time.
12.4 Call - Out Charges may apply for an investigation or monitoring of a fault. Call - Out Charges are invoiced separately and an estimate will be provided prior to the delivery of Our Call - Out Services. For Call-Out Services and when Call-Out Charges may be incurred, please speak to a member of staff for more details.
12.5 The sole remedy in respect of faults shall be the remedies set out in the Service Level Agreement.
13.1. We acknowledge Our role as ‘data controllers and ‘data processors in relation to the collecting and processing of Personal Data and will only process such Personal Data in accordance with the Data Protection Act 2018 and GDPR 2018. If You would like more information on how we handle Your data please refer to Our Privacy Policy.
15.1 Risk in Our Equipment will pass to You on completion of delivery.
15.2 You understand that We own the legal and equitable title to the Equipment and Title to Our Equipment shall not pass to You unless otherwise agreed by Us in writing and a lien is exercised over all our Equipment at all times.
15.3 If, at any time, You inform Us, or We are made reasonably to believe, that You have or are likely to become subject to any of the events specified in clause s 20.1.4 – 20.1.9, We may (without limiting any of Our other rights and remedies):
15.3.1 require you to deliver the Equipment back to Us; and
15.3.2 if You fail to do so promptly, enter any Installation Address where the Equipment is stored and repossess them and be indemnified for the recovery and any consequential losses that may arise as a result of recovering Our Equipment.
16.1 Other than as expressly set out in this Agreement and to the greatest extent permitted by law, We make no representations or warranties with respect to the Services or the performance of Our obligations hereunder, and to expressly exclude such representations and warranties, whether implied, statutory or otherwise to the maximum extent permitted by law.
16.2 In particular, but without prejudice to the generality of this clause 16, You acknowledge and accept that:
16.2.1 We do not warrant that the Services will be available to You free of error, at any particular time or continuously; and
16.2.2 We are not responsible for any loss of or disruption to the Services due to failure of a carrier network, broadband or internet service provider.
16.3 We do not warrant that Our Services are virus-free and secure. Liability arising whether through loss or damage as a result of a computer virus attack or breach of security shall be excluded to the fullest extent permitted by law.
16.4 We do not warrant that Our Services will be compatible with Customer Equipment.
17.1 We may from time to time be required to suspend Our Services to You (without being liable to compensate You). If this occurs, We will provide You with no less than 24 hours notice (“Notice to suspend services”).
17.2 Notice to suspend services shall be waived in an emergency or on the occurrence of the following events :
17.2.1 You fail to meet Your payment obligations under the Contract on more than 2 occasions ;
17.2.2 You commit a material breach of this Contract which is not remedied within 7 days on receiving notice of such breach, e.g. denying proper and valid access to Installation Ad dress;
17.2.3 Your use of Our Service contravenes Our Acceptable Use Policy;
17.2.4 to maintain the quality of Our Services;
17.2.5 in the event of a Force Majeure or an event, which arises and affects Our ability to provide the Services which occurs as a result of matters beyond Our control;
17.2.6 any Customer Equipment from a third party that is significantly interfering with the delivery of Our Services to other end-users to the extent that it results or may potentially result in losses suffered (whether by Us or other end-users) as a consequence of such interference; and/or
17.2.7 You have commenced proceedings against Us.
17.3 A request to reconnect Services pursuant to a suspension which has arisen as a result of Your failure to abide by your obligations under these Terms shall attract a Reconnection Fee.
18.1 Notices under this Contract will be in writing and sent to a party's registered office address as set out on the first page of these Terms (or to the fax number or email address provided ). Notices may be given, and will be deemed received:
18.1.1 by first-class post: one (1) Business Day after posting or on the tenth Business Day following mailing, if mailed by airmail, postage prepaid;
18.1.2 by hand: on delivery;
18.1.3 by fax on receipt of a successful transmission report; and
18.1.4 by email on receipt of delivery.
18.2 This clause applies to notices served or delivered in legal proceedings, arbitration or other dispute resolution proceedings.
19.1 No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this 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 or remedy. No single or partial exercise of any right, power or remedy provided by law or under this Contract shall prevent any future exercise of it or the exercise of any other right, power or remedy.
20.1 We may terminate in full or part any Services to You immediately if :
20.1.1 delivery of Services to You no longer prove commercially viable to Us;
20.1.2 if We give You notice that W e will stop carrying on all or a significant part of Our business;
20.1.3 any consent, license or authorisation held by Us is revoked or modified such that We are no longer able to comply with Our obligations under this Contract;
20.1.4 any breach of Your obligation or series of breaches (whether material or trifle) of this Contract, i ncluding breach brought about by wilful misconduct and/or vandalism to any of Our Equipment;
20.1.5 suspension of Your Services has been ongoing consecutively for a period of no less than 1 month ;
20.1.6 if a winding up order is made against You or We reasonably believe that this will be the case ;
20.1.7 if You (or We reasonably believe that You) are unable to pay Your debts (within the meaning of section 123 of the Insolvency Act 1986) or become insolvent or an order is made or a resolution passed for the administration, winding - up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the assets of the other or the other enters into or proposes any composition or arrangement with its creditors generally or any analogous event occurs in any applicable jurisdiction, or
20.1.8 is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within 7 days of that procedure being commenced;
20.1.9 You cease or threaten to cease to carry on business.
20.2 You will be entitled to terminate the Contract within the Minimum Period (at no charge) by giving no less than 3 months’ written notice in the event of the following arising:
20.2.1 a material change in the pricing of Services except such changes that applies the RPI increase;
20.2.2 any significant or material changes that We have to make to the Services or how the Services are being delivered to You but not as a result of Force Majeure events or a variation in the Agreement which is imposed by law or by a governmental or regulatory authority which We are bound to abide;
20.2.3 where We commit a material breach of any Term other than a failure to deliver Services and which (in the case of a breach capable of being remedied) has not been remedied within 12 weeks or any other additional response time as We advise in the course of remedy, provided always that You are not also in breach (whether material or trifle) of any obligations or terms of this Agreement.
20.3 Where any event arises under clause 20.1.4 – 20.1.9, the Termination Fee shall be due and payable immediately.
20.4 Upon confirmation of termination of the Contract, We will inform You of a date and time for the collection of Our Equipment and You irrevocably consent to:
20.4.1 procure access for Our collection of such Equipment; or on behalf of Us and at Your Own risk, recover the Equipment on Our behalf;
20.4.2 pay on demand :
(a) any Termination Fee,
(b) reasonable cost of Installation including any labour costs, and (where applicable) costs which are not reasonably recoverable in respect of Installation but which were procured in furtherance of this Contract;
(c) where applicable, the cost of removing the Equipment from the Installation Address.
20.5 Where clause 20.4 operates, We will be entitled to be indemnified against any damage, spoilage, ruin or destruction caused to the Equipment (except fair wear and tear).
20.6 Where recovery of the Equipment is not possible and more than 3 months have lapsed from the date of termination or expiry (whichever is the earlier), We shall be entitled to recover from You : 20.6.1 the reasonable costs of recovering the Equipment; and /or 20.6.2 the replacement cost of the Equipment.
20.7 If a party becomes aware that any event has occurred, or circumstances exist, which may entitle the other party to terminate this Agreement under this clause 20, it shall immediately notify the other party in writing.
20.8 Termination or expiry of this Agreement will not affect any accrued rights and liabilities of either party at any time up to the date of termination.
21.1 Neither party shall have any liability under or be deemed to be in breach of this Contract for any delays or failures in the performance of this Contract which result from any event beyond the reasonable control of that party, in particular, any event arising out of malicious damage which includes malicious code, tool or devices designed to disable or disrupt systems, infrastructure and operations.
21.2 The party affected by such an 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 such an event continues for a continuous period of more than six (6) months, either party may terminate this Contract by written notice to the other party.
22.1 You agree that You will indemnify Us and We shall not be liable for any damage (including electrical damage), deterioration, impairment, disturbance, breakage, detriment, deprivation, ruin, spoilage or wreckage caused to the property, site or location howsoever caused in the delivery of Our Services to You or in the performance of Our obligations under this Contract.
22.2 The extent of the parties’ liability under or in connection with this 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 th is clause 22.
22.3 Subject to clause 22.4 below, Our entire liability under or in connection with this agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise howsoever out of or in connection with this Agreement shall, for any one incident or series of related or unrelated incidents within a period of 12 months, be limited to the Recurring Charges for the period of 12 months immediately prior to the relevant incident(s) (or where the period immediately prior to the relevant incident(s) is less than 12 months, such Recur ring Charges paid by You from the Commencement Date up to the date of the relevant incident(s).
22.4 We shall not be liable for any loss, damages or expense consequential or otherwise caused to your property, goods, persons or the like, directly or indirectly resulting from our negligence or delay or failure or malfunction of the Equipment, systems or components provided by us for whatever reason including but not limited to loss of profit, loss of anticipated savings, loss of data, loss of use, loss of production, loss of contract, loss of opportunity, loss of savings, discount or rebate (whether actual or anticipated), harm to reputation or loss of goodwill, loss of management time, loss, damage, destruction, or corruption to data or any other electronically st ored information; and/or any content of information transmitted, received, or supplied through Our network or by delivery of Our Services.
22.5 Except as expressly stated in this Contract, all warranties and conditions whether express or implied by statute, common law or otherwise are excluded to the fullest extent permitted by law.
22.6 Notwithstanding any other provision of this Agreement, the liability of the parties shall not be limited in any way in respect of the following:
22.6.1 death or personal injury caused by negligence;
22.6.2 fraud or fraudulent misrepresentation;
22.6.3 any other loss which cannot be excluded or limited by applicable law;
22.6.4 any loss (whether actual or latent) caused by vandalism or wilful misconduct resulting in damage to Our Equipment.
22.7 Neither party shall be liable to the other for any failure to comply with its obligations under this Contract to the extent that his liability arises as a result of the failure by the other party to fulfil its obligations under this Contract.
23.1 No one other than a party to this Contract, their successors and permitted assignees shall have any right to enforce any of its provisions.
24.1 Except as expressly set out in this Contract, You must pay all sums due and owing to Us under this Contract free and clear without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
24.2 This right of Set-Off shall be without prejudice to any other rights or claims which We may have under the law.
25.1 You shall not assign, novate or otherwise dispose of or create any trust in relation to any or all of Your rights and obligations under this Contract without Our prior written consent. For the avoidance of doubt, a change in Your legal structure or status shall not affect Your obligations under this Contract and this Contract shall continue to be binding on any successors or assigns.
25.2 We may novate this Contract and any associated third-party licenses to any other reputable body which substantially performs any of the functions that were previously performed by Us.
26.1 If any provision herein is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed without effect to the remaining provisions.
27.1 This Contract shall be governed by and interpreted in accordance with English law, and the parties hereby submit to the exclusive jurisdiction of the English courts.
28.1 We will try to resolve any disputes with You quickly and efficiently. If You are unhappy with any part of Our Services, please contact Us at office@idaq.com and a member of staff will be happy to assist You.
29.1 We may vary the Terms of the Contract and the Services or delivery of Services to You. If such an event arises, We will provide You with no less than 1 months’ notice prior to changes coming into effect.
30.1 This Contract and any documents entered into pursuant to it constitutes the entire Contract between You and Us and supersedes all previous agreements, understandings and arrangements between You and Us, whether in writing or oral, in respect of its subject matter. Each party acknowledges that it has not entered into this Contract or any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Contract or any documents entered into pursuant to it except in the case of fraudulent misrepresentation. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in this Contract.