General Terms and Conditions

The Buyer’s attention is particularly drawn to the provisions of clause 10 (Limitation of liability).

1. Interpretation

The following definitions and rules of interpretation apply in these Conditions.

1.1 Definitions:

ACCEPTANCE OF ORDER’ means the Seller’s written acceptance of an Order issued to the Buyer

BUSINESS DAY’ a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business

BUYER’ means the person or firm who purchases the Goods and/or Services from the Seller and whose order for the Goods and/or Services is accepted by the Seller

COMMENCEMENT DATE’ has the meaning given to it in clause 2.2

CONDITIONS’ means the standard Terms and Conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller

CONTRACT’ means the contract between the Seller and the Buyer for the purchase and sale of the Goods and/or Services in accordance with these Conditions

DATA PROTECTION LEGISLATION’ the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including without limitation, the privacy of electronic communications)

EQUIPMENT’ means any hardware or software, owned or otherwise, at the premises where the Goods and/or Services are delivered

FORCE MAJEURE EVENT’ has the meaning given in clause 9.9

GOODS’ means the goods (including any instalment of the goods or any parts for them), which the Seller is to supply or manufacture pursuant to an Order, the Goods Specification and in accordance with these Conditions

GOODS RETURN NUMBER’ means a number issued by the Seller to the Buyer in respect of Goods to be returned

GOODS SPECIFICATION’ any specification for the Goods, including any relevant plans or drawings, that is agreed in writing by the Seller and the Buyer

INTELLECTUAL PROPERTY RIGHTS’ patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

NORMAL HOURS’ means the hours between 9.00am and 5.30pm on a Business Day

ORDER’ means an order from the Buyer to the Seller for Goods and/or Services as set out in the Buyer’s purchase order form

SELLER’ means Absolute Networks Limited, company number 4851663

SELLER MATERIALS’ has the meaning given in clause 4.1(h)

SERVICES’ means the services, which the seller is to supply pursuant to the Service Specification, Order and in accordance with these Conditions

SERVICE SPECIFICATION’ the description or specification for the Services provided in writing by the Seller to the Buyer

UK DATA PROTECTION LEGISLATION’ all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive (2002/58/EC) (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended

WRITING’ includes mail by post to a party’s registered office address, electronic mail and comparable means of communication.

1.2 Interpretation

  • Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
  • The headings in these Conditions are for convenience only and shall not affect their interpretation.
  • A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
  • A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

2. Basis of the Sale

2.1 The Order constitutes an offer by the Buyer to purchase Goods and/or Services in accordance with these Conditions.

2.2 The Order shall only be deemed to be accepted when the Seller issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).

2.3 These Conditions apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller.

2.4 The Seller’s employees or agents are not authorised to make any representations concerning the Goods and/or Services unless confirmed by the Seller in Writing. In entering into the Contract the Buyer acknowledges that it does not rely on any such representations which are not so confirmed.

2.5 Any advice or recommendation given by the Seller or its employees or agents to the Buyer (or their employees or agents) as to the storage, application or use of the Goods which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.

2.6 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, Acceptance of Order, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

2.7 Any samples, drawings, descriptive matter or advertising issued by the Seller and any descriptions of the Goods or illustrations or descriptions of the Services contained in the Seller’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.

2.8 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.

3. Orders and Specifications

3.1 The Goods are described in the applicable product specification sheets.

3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any Order (including any applicable Goods Specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.

3.3 The quantity, quality and description of any Goods shall be those set out in the Acceptance of Order.

3.4 To the extent that the Goods are to be manufactured in accordance with a Goods Specification submitted by the Buyer, the Buyer shall indemnify the Seller against all liabilities, loss, damages, costs and expenses (including any direct or consequential losses,  loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) awarded against or incurred or suffered by the Seller for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with the Seller’s use of the Goods Specification. This clause 3.4 shall survive termination of the Contract.

3.5 The Seller reserves the right to make any changes to the Goods Specification if required by any applicable statutory or regulatory requirements or, where the Goods are to be supplied to the Seller’s specification, and the Seller shall notify the Buyer in any such event.

3.6 No Order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.

3.7 The Seller shall supply the Services to the Buyer in accordance with the Service Specification in all material respects.

3.8 The Seller shall use all reasonable endeavours to meet any performance dates for the Services specified in the Acceptance of Order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services

3.9 The Seller reserves the right to amend the Service Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Seller shall notify the Buyer in any such event.

4. Buyer’s Obligations

4.1 The Buyer shall:

  • at its own expense supply the Seller with all necessary data and other information to enable the Seller to perform the Contract. The Buyer shall ensure the accuracy of all data and information;
  • ensure that the terms of the Order and any information it provides in the Service Specification and the Goods Specification are complete and accurate;
  • co-operate with the Seller in all matters relating to the Services;
  • provide the Seller, its employees, agents, consultants and subcontractors, with access to the Buyer’s premises, office accommodation and other facilities as reasonably required by the Seller to provide the Services;
  • prepare the Buyer’s premises for the supply of the Services;
  • obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
  • comply with all applicable laws, including health and safety laws;
  • keep all materials, equipment, documents and other property of the Seller (Seller Materials) at the Buyer’s premises in safe custody at its own risk, maintain the Seller Materials in good condition until returned to the Seller, and not dispose of or use the Seller Materials other than in accordance with the Seller’s written instructions or authorisation; and
  • comply with any additional obligations as set out in the Service Specification and the Goods Specification (as the case may be).

4.2 If the Seller’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Buyer or failure by the Buyer to perform any relevant obligation (Buyer Default):

  • without limiting or affecting any other right or remedy available to it, the Seller shall have the right to suspend performance of the Services until the Buyer remedies the Buyer Default, and to rely on the Buyer Default to relieve it from the performance of any of its obligations in each case to the extent the Buyer Default prevents or delays the Seller’s performance of any of its obligations;
  • the Seller shall not be liable for any costs or losses sustained or incurred by the Buyer arising directly or indirectly from the Seller’s failure or delay to perform any of its obligations as set out in this clause 4.2; and
  • the Buyer shall reimburse the Seller on written demand for any costs or losses sustained or incurred by the Seller arising directly or indirectly from the Buyer Default.

5. Price of the Goods and/ or Services

5.1 The price of the Goods and/or Services shall be the Seller’s quoted price and confirmed on the Acceptance of Order (“the price”). All prices quoted are valid for 14 days only or until earlier if an Acceptance of Order has been issued   after which time they may be altered by the Seller without giving notice to the Buyer.

5.2 Where the seller has agreed a fixed price and provision date for Services then such price will remain fixed until that provision date. However, the Seller reserves the right, by giving notice to the Buyer at any time before delivery, to pass on any reasonable cost increase for the Goods and/or Services to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods and/or Services which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.

5.3 Unless otherwise agreed in Writing between the Buyer and the Seller, the Buyer shall be liable to pay the Seller’s charges for transport, packaging, postage and insurance.

5.4 The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller.

5.5 The Seller reserves the right to charge fees in addition to the price if:

  • the Buyer requires the Services to be provided outside Normal Hours; or
  • where in the Seller’s opinion, more than a reasonable level of Services is being provided as a result of the Buyer’s untrained personnel operating the equipment; or
  • in the Seller’s sole discretion additional time or expense is incurred as a result of the Buyer’s lack of instructions, the inaccuracy of the information supplied or any other cause attributable to the Buyer.

6. Terms of Payment

6.1 Subject to any special terms agreed in Writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Goods and/or Services on or at any time after delivery of the Goods or the provision of the Services, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods. In the event that unfavourable results are obtained from a credit check conducted by the Seller on the Buyer, the seller has the right to obtain payment in advance from the Buyer.

6.2 The Buyer shall pay the price of the Goods and/or Services (as the case may be) within 30 days of the date of the Seller’s invoice (without any deduction, counterclaim, withholding or right of set off whatsoever). All payments shall be made in full and in cleared funds to a bank account nominated in writing by the Seller.

6.3 The Seller shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer.

6.4 The time of payment of the price shall be of the essence of the Contract and receipts for payment will be issued only upon the Buyer’s written request.

6.5 Goods will be invoiced upon shipment.

6.6 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:

  • cancel the Contract or suspend any further deliveries or Goods and/or Services to the Buyer;
  • appropriate any payment made by the Buyer to such of the Goods and for Services (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
  • charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of 8 per cent per month above the Bank of England’s base lending rate from time to time until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).

3. Delivery

7.1 Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place.

7.2 Any dates quoted for delivery of the Goods and/or Services are approximate only and the Seller shall not be liable for any delay in delivery of the Goods and/or Services however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.

7.3 Where the Goods and/or Services are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.

7.4 If the Seller fails to deliver the Goods (or any instalment) for any reason other than any cause beyond the Seller’s reasonable control, a Force Majeure Event or, the Buyer’s fault, and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.

7.5 If the Buyer fails to take delivery of the Goods or Services on the agreed dates, or fails to give the Seller adequate delivery instructions or fails to make necessary arrangements for accepting delivery at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may:

  • store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage and other expenses incurred and time expended; and/or
  • sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) charge the Buyer for any shortfall below the price under the Contract; and/or
  • charge the Buyer reasonable cost incurred for rescheduling the Services to include the cost of the consultant if he/she cannot find alternative chargeable work.

7.6 Failure by the Buyer to pay for part delivery of Goods and/or Services when payment is due shall entitle the Seller to withhold further delivery of the Goods and/or Services.

7.7 The Seller reserves the right to refuse to take delivery of Goods returned by the Buyer if the Buyer has not first obtained a Goods Return Number and such number is not displayed on the packaging of the Goods returned.

7.8 Delivery of the Goods shall be completed on the completion of unloading or loading of the Goods at the Buyer’s premises (in the case of delivery by the Seller) or the Seller’s premises (in the case of collection by the Buyer).

8. Risk and Property

8.1 Risk of damage to or loss of the Goods shall pass to the Buyer:

  • in the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or
  • in the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.

8.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods or services agreed to be sold by the Seller to the Buyer for which payment is then due.

8.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property, but the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business.

8.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods and in doing so the Seller shall have no liability to the Buyer or any third party for loss of data, software or other information belonging to the Buyer or a third party.

8.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.

9. Warranties and Liability

9.1 The Seller warrants that the Services will be provided with reasonable skill and care appropriate for performance of such services.

9.2 The Seller shall be under no liability in respect of any defect in the Goods and/or Services arising from any drawing, design or Goods or Services Specification supplied by the Buyer.

9.3 The Seller shall not be liable for the Goods’ failure to comply with the warranty set out in clause 9.6 below if:

  • the Buyer makes any further use of such Goods after giving notice in accordance with clause 9.7 below;
  • the defect arises because the Buyer failed to follow the Seller’s instructions (whether oral or in writing), as to the storage, installation, commissioning, use or maintenance of the Goods or (if there is none) good trade practice;
  • the defect arises as a result of the Seller following any drawing, design or Goods Specification supplied by the Buyer;
  • the Buyer alters or repairs such Goods without the Seller’s prior written approval. The Seller shall also have the right to terminate any support contract entered in to between the parties in relation to the supporting of the Goods.
  • the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
  •  the Goods differ from their description or the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.

9.4 The Seller shall be under no liability under any warranty, condition or guarantee if the price for the Goods and/or Services has not been paid by the due date for payment.

9.5 In respect of Goods not manufactured by the Seller, the Buyer shall only be entitled to the benefit of any warranty or guarantee as is given by the manufacturer to the Seller (if any and to the extent that the Seller is able to pass on the benefit of any such warranty or guarantee to the Buyer).

9.6 For Goods manufactured by the Seller, the Seller warrants that such Goods will materially conform to and/or materially achieve the claims made for them in the Seller’s literature.

9.7 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods and/or Services or their failure to correspond with their Goods or Services Specification (as the case may be) shall be notified to the Seller within 7 days, otherwise the Buyer shall not be entitled to reject the Goods and/or Services and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods and/or Services had been delivered in accordance with the Contract.

9.8 The Seller does not warrant that the Services will cause the Equipment to operate without interruption or error.

9.9 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods and/or Services if the delay or failure was due to any cause beyond the Seller’s reasonable control (a Force Majeure Event). Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control:

  • Act of God, explosion, flood, tempest, fire or accident;
  • War or threat of war, sabotage, insurrection, civil disturbance or requisition;
  • Acts, restrictions, regulations, bye laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
  • Import or export regulations or embargoes;
  • Strikes, lock outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);
  • Difficulties in obtaining raw materials, labour, fuel, parts or machinery;
  • Power failure or breakdown in machinery.

10. Limitation of Liability

10.1 The restrictions on liability in this clause 10 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

10.2 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:

  • death or personal injury caused by negligence;
  • fraud or fraudulent misrepresentation; and
  • breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

10.3 Subject to clause 10.2, the Seller’s total liability to the Buyer shall not exceed the price of the Goods and/or Services paid by the Buyer to the Seller, under the Contract that gave rise to such liability.

10.4 Subject to clause 10.2, the following types of losses are wholly excluded by the Seller:

  • loss of profits;
  • loss of sales or business;
  • loss of agreements or contracts;
  • loss of anticipated savings;
  • loss of use or corruption of software, data or information;
  • loss of or damage to goodwill; and
  • indirect or consequential loss.

10.5 This clause 10 shall survive termination of the Contract.

11. Termination and Consequences of Termination

11.1 Without affecting any other right or remedy available to it, the Seller may terminate the Contract with immediate effect by giving written notice to the Buyer if:

  • the Buyer commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 7 days after receipt of notice to do so;
  • the Buyer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
  • an encumbrance takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
  • the Buyer ceases, or threatens to cease, to carry on business; or
  • the Seller reasonably apprehends that any of the events mentioned in clauses 11.1(b) to 11.2 (d) above is about to occur in relation to the Buyer and notifies the Buyer accordingly; or
  • the Buyer fails to pay any amount due under the Contract on the due date for payment.

11.2 If clause 11.1 applies then, without prejudice to any other right or remedy available to the Seller (including the right to terminate the Contract), the Seller shall be entitled to suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods and/or Services have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

11.3 The Seller may terminate the Contract at any time, without liability, upon providing the Buyer with one months’ written notice.

11.4 Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

11.5 Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.

12. Intellectual Property Rights and Data Protection

12.1 Any software fixes generated by the Seller in the provisions of Services shall become the property of the Seller, subject only to the right of the Buyer to use the fixes for the purpose of utilising the Services.

12.2 All Intellectual Property Rights whatsoever in updates and beta releases shall remain the property of the Seller or the originator of the software (as the case maybe).

12.3 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Buyer) shall be owned by the Seller.

12.4 The Buyer grants the Seller a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Buyer to the Seller for the term of the Contract for the purpose of providing the Services to the Buyer.

12.5 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 12 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation. In this clause 12, Applicable Laws means (for so long as and to the extent that they apply to the Seller) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.

12.6 The parties acknowledge that for the purposes of the Data Protection Legislation, the Buyer is the controller and the Seller is the processor.

12.7 Without prejudice to the generality of clause 12.5, the Buyer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Seller for the duration and purposes of the Contract.

13. Seller’s Employees

13.1 In order to protect the legitimate business interests of the Seller, the Buyer covenants with the Seller that it shall not, except with the prior written consent of the Seller, employ or engage or otherwise facilitate the employment or engagement of any employee of the Seller during the term of the Contract and for a period of six months following the expiry or termination of it (howsoever arising).

13.2 If the Buyer commits any breach of clause 13.1, it shall, on demand, pay to the Seller, a sum equal to 6 months gross basic salary that was payable to the employee together with recruitment costs incurred by the Seller in replacing such employee. The parties confirm that these liquidated damages are reasonable and proportionate to protect the legitimate interests of the Seller.

14. Confidentiality

14.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 14.2.

14.2 Each party may disclose the other party’s confidential information:

  • to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 14; and
  • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

14.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

15. Acknowledgements

15.1 The parties hereby acknowledge:

  • these Conditions have been open to negotiation and represent the outcome of such negotiation, (whether or not any change has been made to the terms during the course of the negotiation)
  • the specification of the duties of the Seller as contained in these Conditions accord with their expectations and are fair and reasonable

15.2 The limitation of liability for breach of the duties is fair and reasonable in light of the price paid or to be paid and the nature of the services

16. General

16.1 The Seller shall be entitled to employ sub-contractors, without notice to the Buyer, to carry out all or any of its obligations under the Contract.

16.2 Any notice required or permitted to be given by either party to the other under the Contract shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

16.3 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

16.4 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.

16.5 The Buyer shall at its own expense, retain duplicate copies of all data and insure against its accidental loss or damage.

16.6 Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

16.7 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

16.8 Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

16.9 The Contract shall be governed by the laws of England, and the Buyer agrees to submit to the exclusive jurisdiction of the English courts.