1.1 These Standard Terms and Conditions are intended to establish the fundamental terms and conditions applicable to the relationship of the Supplier and the Client, the nature of which is more specifically set out in the attachment to these Terms and Conditions. The Supplier shall sell or provide and the Client shall purchase the goods and/or services in accordance with (i) these terms and conditions and (ii) the supplementary terms and conditions contained in any Client Order, Schedule or System Support Agreement, Services Support Agreement signed by the Client and accepted by the Supplier PROVIDING however that the Client Order, Schedule or System Support Agreement, Services Support Agreement may contain additional and/or different conditions which shall take precedence over similar terms set out in these Standard Terms and Conditions.
1.2 The Service Schedules and Acceptable Use Policy detailed at www.infinium.co.uk/legal form part of these Standard Terms and Conditions
2.1 In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:
“Client” means any individual, firm or corporate body (which expression shall, where the contexts so admits, include its successors and assigns) which purchases Services from the Supplier
“Goods” any tangible products, including but not limited to, computer hardware, firmware or software and networking equipment sold, leased, rented, licensed or otherwise delivered to the Client pursuant to any accepted Sales Order or System Support Agreement between the parties.
“Sales Order” a written or oral request from the Client to the Supplier for the Supplier to provide Goods and/or Services.
“Schedule” Schedule A to L containing specific terms and conditions relating to individual service lines.
“Services” means all services provided and/or goods sold by the Supplier to the Client as agreed from time to time
“Supplier” refers to the individual company within the Infinium Group, including;
Infinium IT Limited (Company Number – 04521964) whose registered office is at Unit 4 Bartle Court Business Village, off Rosemary Lane, Bartle, Preston PR4 0HB
Infinium (South West) Limited (Company Number – 06676017) whose registered office is at Unit 4 Bartle Court Business Village, off Rosemary Lane, Bartle, Preston PR4 0HB
“System Support Agreement” The System Support Agreement made between the Client and the Supplier.
“Data Protection Legislation” (i) the Data Protection Act 1998 (“DPA”); (ii) with effect from 25 May 2018 and unless and until the General Data Protection Regulation ((EU) 2016/679) (“GDPR”) is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (iii) any successor legislation to the GDPR or the DPA.
“Data Controller” has the meaning given to it in the Data Protection Legislation.
“Data Processor” has the meaning given to it in the Data Protection Legislation.
“Personal Data” has the meaning given to it in the Data Protection Legislation.
“Data Subject” has the meaning given to it in the Data Protection Legislation.
2.2 Any reference in these Conditions to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.
2.3 The headings in these Terms and Conditions are for convenience only and shall not affect their interpretation.
3.1 The Supplier shall, in consideration of the fees and charges and/or price being paid by the Client to the Supplier in accordance with the provisions for payment, set out in the System Support Agreement, Services Agreement, Schedule or Sales Order annexed hereto supply the Services and/or the Goods more particularly described in the said System Support Agreement, Services Agreement and/or Sales Order.
3.2 The Supplier will provide the Client with the Services as described in the appropriate System Support Agreement, Schedule and/or Sales Order annexed to these terms and conditions.
3.3 Title to the Goods sold under any Sales Order shall pass to the Client upon payment in full to the Supplier of the price agreed therefor.
3.4 System Support arising out of the circumstances listed below are not included under the terms of the System Support Agreement. Upon receipt of a Sales Order from the Client the Supplier will undertake the work requested which will be charged according to the Standard Support Rates prevailing from time to time according to the System Support Agreement. If requested by the Client the work will be carried out and charged under the Suppliers Standard Terms and Conditions prevailing at the time.
3.4.1 Support of other software, firmware, accessories, attachments, peripherals, machines or other devices not supplied or previously maintained by the Supplier
3.4.2 Repair of damage arising from:-
(i) Transportation or relocation of hardware and ancillary equipment not undertaken by the Supplier;
(ii) Failure of electrical power, air conditioning or humidity control;
(iii) Changes, alterations or additions to the Client’s hardware or software not carried out by the Supplier;
3.4.3 Attendance to faults caused by operating the Network outside design specifications or outside any documentation or manuals supplied with the Network components;
3.4.4 Cleaning, painting, refinishing or touching-up; specification changes, relocation of hardware and other equipment, and the addition/removal of accessories, attachments and other devices;
3.4.5 Repair of any malfunction due to radiation in the environment of the hardware and other equipment;
3.4.6 Diagnosis and/or rectification of problems not associated with the Network;
3.4.7 Workshop overhaul or repair of hardware and other equipment which, as a result of fair wear and tear, can no longer be supported in good working order. For such items the Supplier will, upon request by the Client, submit a cost estimate of the work required. In the event that the Client does not authorise the work to be carried out, the item or items concerned may be deleted from the Schedule and such deletion initialled by an
authorised signatory of the Supplier.
3.4.8 Attempts by the Supplier to recover and/or rectify lost or corrupted data arising for any reason other than the Supplier’s own negligence, including (but not limited to) failure by the Client to implement adequate antivirus control and data backup procedures.
3.4.9 Work which has been completed by the Supplier even though not previously specified or estimated for prior to onsite inspection will be charged at the prevailing rate of the onsite support Charge according to the System Support Agreement.
3.4.10 Development work to enhance the current system or operation. Examples include but are not limited to, setting up or removing email accounts, adding peripheral hardware to stand alone or Network PC’s, deck move and setup.
3.4.11 Any work that represents an expansion, improvement, development or addition to the Network in existence at the date the System Support Agreement is signed.
3.4.12 The following work is excluded from Support Services as defined in the System Support Agreement:-
(i) Support work relating to the development, expansion or alteration of the Network including new hardware, the installation of new software, relocation of hardware and equipment, installation of new hardware and software at new locations and the addition or removal of end users.
4.1 The Client agrees to pay the fees and charges and/or the price in accordance with the terms of payment contained in the Sales Order and/or the System Support Agreement.
4.2 In addition the Supplier shall be entitled to recover from the Client its reasonable incidental expenses for consumable materials used and for third party goods and services supplied in connection with the provision of the Services.
4.3 The Supplier will also be entitled to recover from the Client reasonable incidental expenses, including but not limited to travel, accommodation and subsistence relating to its staff working on Client’s affairs.
4.4 The Client will pay for any additional services provided by the Supplier that are not pre- agreed in accordance with the Supplier’s then current daily rate in effect at the time of the performance or such other rate as may be agreed. Any charge for additional services will be supplemental to the amounts that may be due for the expenses described in clauses 4.2 and 4.3 above.
4.5 All sums payable pursuant to these terms and conditions are exclusive of VAT and, where applicable, any additional or substitute taxes, levies, imposts, duties, whatsoever and whenever, all of which shall be paid by the Client.
4.6 On each anniversary of the date of the System Support Agreement the Supplier’s various fees and charges as set out in the System Support Agreement shall each be increased by the proportion by which the Retail Price Index has increased during the preceding 12 months.
5.1 All payments required to be made pursuant to the System Support Agreement shall be made upon presentation of the relevant invoice payable at the address stated on the invoice in pounds sterling unless alternative credit terms have been agreed in writing in advance. Payments shall be made without any set-off, withholding or deduction.
5.2 The time for payment shall be of the essence. If the Client fails to make payment on the due date in respect of the price or any other sum due under these terms and conditions then the Supplier shall, without prejudice to any right which the Supplier may have pursuant to any statutory provision in force from time to time, have the right to charge the Client interest on a daily basis at an annual rate equal to the aggregate of six per cent above the base rate of Barclays Bank Plc from time to time on any sum due and not paid on the due date. Such interest shall be calculated cumulatively on that basis and shall run from day to day and accrue after as well as before any judgment.
5.3 In the event that the Client disputes any portion of an invoice raised by the Supplier, the Client must pay the undisputed portion of such invoice in full, and within 30 days of receipt of the said invoice, submit to the Supplier a documented claim for the disputed amount.
6.1 The Supplier reserves the right, if reasonably required, to vary the terms of the Sales Order, Schedule or System Support Agreement at any time, provided that the Supplier shall inform the Client of such variations where the Supplier deems it necessary to do so and where reasonably practicable in the circumstances. The Supplier shall endeavour to keep such changes to a minimum and shall seek to offer the Client variations as close to the original specifications as is reasonably possible in the circumstances.
6.2 In the event of a change in applicable law or regulations that materially changes the cost of delivery of the Services, the Supplier shall give the Client written notice thereof and the Client shall have 30 days to accept or tender notice of termination. The Services provided after the said 30 day period shall be at the increased rate, provided however, should the Client choose to terminate the System Support Agreement or Sales Order, any such termination shall not trigger any otherwise applicable termination charge.
7.1 The Supplier may terminate its System Support Agreement or Sales Order with the Client forthwith if:
7.1.1 the Client is substantially in breach of any of its obligations under these Terms and Conditions or under the provisions of any System Support Agreement or Sales Order and fails to remedy such breach within 14 days of written notice thereof by the Supplier.
7.1.2 the Client has entered into liquidation (other than for the purposes of a bona fide amalgamation or reconstruction) whether compulsory or voluntary or compounds with its creditors generally or has an administrator, with administrative receiver or receiver appointed over all or a substantial part of its undertaking or assets; or
7.1.3 the Client has become bankrupt or has entered into a voluntary arrangement with its creditors or shall be deemed unable to pay its debts by virtue of Section 123 of the Insolvency Act 1986; or
7.1.4 the Client ceases or threatens to cease to carry on business; or
7.1.5 any circumstances whatsoever beyond the reasonable control of the Supplier (including but not limited to the termination of the Services through no fault of the Supplier) arise that necessitate for whatever reason the termination of the provision of the Services.
7.2 In the event of termination under clause 7.1 the Supplier shall retain any sums already paid to it by the Client without prejudice to any other rights the Supplier may have and shall not relieve the Client of its obligation to pay any fees or other monies payable which have been incurred prior to termination.
7.3 Within 14 days of the date of expiry or termination of the System Support Agreement for whatever reason, the Client agrees to furnish the Supplier with a certificate, certifying that the principal and all copies of any support software or diagnostic software and/or related documentation or any part thereof, in any form including partial copies or modifications of such software and documentation (in whole and in part), in any form including partial copies or modifications of such software received from the Supplier or made in connection with the System Support Agreement, or Services have been destroyed, or returned to the Supplier unless the Client has obtained the Supplier’s prior written authorisation to retain the same or any part thereof.
8.1 Either party may sub-contract the performance of any of its obligations under this Agreement without the prior consent of the other party. Where either party sub-contracts the performance of any of its obligations under this Agreement to any person with or without the prior consent of the other party, that party shall be responsible for every act or omission of the subcontractor as if it were an act or omission of the party itself.
9.1 The Supplier warrants the work of its employees for a period of three months following completion of the work.
9.2 The Supplier does not warrant any equipment/hardware provided by or sourced by the Supplier. Any such equipment or hardware will be covered only by the warranty of its manufacturer. The Supplier does not offer any further cover or extension to the manufacturer’s warranty.
9.3 Any incidental costs, including but not limited to data recovery, systems reconstruction and/or hardware rebuilding, caused by the failure of equipment, how so ever caused, will be liability of the Client.
10. Client responsibilities
10.1 The Client accepts responsibility for the security and integrity of all hardware and software supplied as part of or incidental to the Services. Security includes both physical security and electronic security including but not limited to access control, password control and electronic usage.
10.2 The Client is responsible for ensuring that appropriate and up to date antivirus software is installed on all computer equipment and that an appropriate electronic and internet usage policy is in place and enforced.
10.3 The Client is responsible for ensuring that no unauthorised persons gain access to the Client computer network and that no unauthorised equipment or software is added to the Client’s computer network.
10.4 The Client will at all times use the hardware and software provided by the Supplier in a skilful and proper manner and in accordance with any operating instructions issued for them and to ensure that such hardware and software is operated and used by properly skilled and trained personnel.
10.5 The Client will at all times keep the said hardware and software at its own expense and at all times in good repair, condition and working order properly serviced and maintained.
10.6 The Client will make no alterations to the existing hardware and software and will not remove any existing components therefrom unless in the ordinary course of repair and maintenance by the Supplier.
10.7 The Client will pay for all data and communications costs arising out of the use of the Supplier’s software.
11. Modifications and dealings
11.1 All information, drawings, specifications, documentation, software listings or code which the Supplier may have imparted and may from time to time impart to the Client relating to any support software or diagnostic software or hardware supplied by the Supplier to the Client or generally for whatever reason, is proprietary and confidential and the Client agrees that it shall use the same solely for the purpose for which it has been provided and that it shall not at any time during or after expiry or termination of this Agreement disclose the same whether directly or indirectly to any third party without the Supplier’s prior written consent.
11.2 The Client further agrees that it shall not itself or through any subsidiary, agent or third party modify, vary, enhance, copy, sell, lease, licence, sub-licence or otherwise deal with any support software, diagnostic software or hardware or variations, modifications, copies, releases, versions or enhancements thereof supplied by the Supplier to the Client or, except as permitted by law, have any software or other program written or developed for it based on any confidential information supplied to it by the Supplier.
12. Data confidentiality
12.1 Both the Supplier and the Client mutually undertake, except as provided below, to treat as confidential and keep secret all information marked “confidential” or which may reasonably be supposed to be confidential,(which is the case of the Client will include the Licence, Software and in the case of the Supplier all information relating to the Client), including without limitation, information contained or embodied in software supplied by the Supplier to the Client or other information supplied by the Client to the Supplier (in these terms and conditions collectively referred to “the Information”) with the same degree of care as it employs with regard to its own confidential information of a like nature and in any event in accordance with best current commercial security practices, provided that, this clause shall not extend to any information which was rightfully in the possession of either party prior to the commencement of the negotiations leading to an Agreement or Agreements between the Supplier and the Client or which is already public knowledge or which becomes so at a future date (otherwise done as a result of a breach of this clause).
12.2 Both the Supplier and the Client mutually undertake to ensure that persons and bodies referred to in this clause are made aware before the disclosure of any part of the Information that the same is confidential and that they owe a duty of confidence to the other party.
12.3 Each party to this Agreement shall promptly notify the other party if it becomes aware of any breach of confidence by any person to whom it divulges all or any part of the Information and shall give the other party all reasonable assistance in connection with any proceedings which the other party may institute against such person for a breach of confidence.
12.4 Neither the Supplier nor the Client shall without the prior written consent of the other party divulge any part of the other party’s Information to any person except:-
12.4.1 to their own employees only to those employees who need to know the same
12.4.2 to either party’s auditors, a court of competent jurisdiction, government body or applicable regulatory authority and any other persons or bodies having a lawful right, duty or obligation to know the business of the other party and then only in pursuance of such right, duty or obligation:
12.4.3 any person who is for the time being appointed by either party to maintain the software and hardware supplied by the Supplier to the Client and then only to the extent necessary to enable such person to properly maintain it
12.4.4 You have enabled Google Analytics Remarketing, Advertising Reporting Features.
12.4.5 Instructions on how you and third-party vendors use first-party cookies (such as the Google Analytics cookie) or other first-party identifiers, and third-party cookies (such as Google advertising cookies) or other third-party
12.4.6 Instructions on how visitors can opt-out of the Google Analytics Advertising Features you use, including through
Ads Settings, Ad Settings for mobile apps, or any other available means (for example, the NAI’s consumer optout)
13.1 Except in respect of death or personal injury caused by the Supplier’s negligence, the Supplier will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under express terms of this contract, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the Supplier’s servants or agents or otherwise) in connection with the performance of the licensed software or hardware of these terms and conditions or of any Sales Order or System Support Agreement.
13.2 The Client shall indemnify the Supplier against all damages, costs, claims and expenses suffered by the Supplier arising from loss or damage to any equipment (including that of third parties) caused by the Client, or its agent or employees.
13.3 The Supplier shall not be liable to the Client or be deemed to be in breach of these terms and conditions or those of any System Support Agreement or Sales Order by reason of any delay in performing, or any failure to perform, any of the Supplier’s obligations if the delay or failure was due to any cause beyond the Supplier’s reasonable control including force majeure. For the avoidance of doubt the Supplier shall not be held responsible for any failure or delay resulting from a breakdown in telecommunication services caused by internet service providers.
13.4 Where the Client consists of two or more persons such expression throughout shall mean and include such two or more persons and each of them. All obligations on the part of such Client shall be joint and several obligations of such persons.
13.5 No employee or representative of the Supplier, other than a duly authorised officer, has authority to bind the Supplier to any warranty whatsoever other than that, if any provided in these terms and conditions or in any System Support Agreement or Sales Order, or to vary such terms and conditions and any contrary representation shall be void.
13.6 The provisions of these terms and conditions set out the maximum liability of the parties under or in connection with any agreement between the parties and all other liability is excluded, provided that nothing in these terms and conditions shall exclude or limit any liability of either party to the extent that such liability may not be excluded or limited by law.
13.7 For so long as the System Support Agreement shall remain in force the Client shall not authorise or permit any alterations or additions to the Network to be carried out other than by he Supplier and the Supplier will not accept any liability for repairs to the Network or any consequential loss incurred by the Client as a result of any problem or fault in the Network which has occurred following alterations or additions or maintenance work carried out to the Network other than by the Supplier.
14. Force Majeure
14.1 The Supplier shall not be liable to the Client or be deemed to be in breach of these terms and conditions or those of any System Support Agreement or Sales Order by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the Services, if the delay or failure was due to any cause beyond the Supplier’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond either party’s reasonable control:
14.1.1 act of God, explosion, flood, tempest, fire or accident;
14.1.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
14.1.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
14.1.4 import or export regulations or embargoes;
14.1.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of either the Supplier of the Client or of a third party);
14.1.6 difficulties in obtaining raw materials, labour, fuel, part or machinery;
14.1.7 power failure or breakdown of machinery.
14.2 If such cause or causes of delay or failure to perform shall continue for a continuous period of more than 6 months, either party may terminate its System Support Agreement or Sales Order by written notice thereof given to the other party.
15.1 No waiver by the Supplier of any breach of these terms and conditions by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision. A waiver of any term, provision or condition of this agreement shall only be effective if given in writing and signed by the waiving party and then only in the instance and for the purpose for which the waiver is given.
15.2 No failure, delay, forbearance or neglect on the part of either party in enforcing against the other party any of these terms and conditions or of those contained in any System Support Agreement or Sales Order shall either be or be deemed to be a waiver or in any way prejudice any right of that party under these terms and conditions. No right, power or remedy in these terms and conditions conferred upon or reserved by either party is exclusive of any other right, power or remedy available to that party.
If any provision of these terms and conditions or of the terms and conditions of any System Support Agreement and/or Sales Order agreed between the parties is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provisions shall, to the extent required, be severed from such terms and conditions and rendered ineffective as far as possible without modifying the remaining provisions of these terms and conditions and those of any other agreement between the parties referred to, and shall not in any way affect any other circumstance of or the validity or enforcement of such terms and conditions.
17.1 The Supplier reserves all copyright and any other rights (if any) which may subsist in the products of, or in connection with, the provision of the Supplier’s service and facilities. The Supplier reserves the right to take such actions as may be appropriate to restrain or prevent infringement of such copyright.
18. Third Party Rights
Except as expressly provided otherwise, the parties do not intend any term of these terms and conditions or of the terms and conditions of any System Support Agreement or Sales Order between the parties to be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999. In these terms and conditions references to a party or the parties is a reference to the party or the parties (as the case may be) to these terms and conditions and any System Support Agreement and/or Sales Order and shall include any permitted assignees of a party.
19. Data Protection
19.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 19 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
19.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Data Controller and the Supplier is the Data Processor.
19.3 The Customer shall, as soon as reasonably practicable if not already provided, provide the Supplier with a schedule in a form reasonably acceptable to the Supplier setting out the scope, nature and purpose of processing by the Supplier, the duration of the processing and the types of Personal Data and categories of Data Subject (“Personal Data Scoping Document”) The Customer warrants and represents that the information contained in the Personal Data Scoping Document is true, complete and accurate.
19.4 Without prejudice to the generality of clause 19.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Supplier for the duration and purposes of this agreement and shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect 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 professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with the Customer’s breach of this clause 19.4
19.5 Without prejudice to the generality of clause 19.1, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under this agreement:
19.5.1 process that Personal Data only on the written instructions of the Customer unless the Supplier is required by the laws of any member of the European Union or by the laws of the European Union applicable to the Supplier to process Personal Data (“Applicable Laws”);
19.5.2 ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data;
19.5.3 not transfer any Personal Data outside of the European Economic Area without the prior written consent of the Customer unless the Supplier has provided appropriate safeguards in relation to the transfer and complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred.
19.5.4 assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
19.5.5 notify the Customer without undue delay on becoming aware of a Personal Data breach;
19.5.6 at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the Personal Data; and
19.5.7 maintain appropriate records and information to demonstrate its compliance with this clause 19.
19.6 The Customer consents to the Supplier appointing the following categories of third-parties as a third-party processor of Personal Data under this agreement:
19.6.1 Telecoms providers
19.6.2 Datacentre providers
19.7 As between the Customer and the Supplier, the Supplier shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to clause 19.6.
20. Agency, Partnership
These terms and conditions and any System Support Agreement or Sales Order between the parties subject thereto shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for in these terms and conditions and in any System Support Agreement and/or Sales Order between the parties.
21. Notices and Service
21.1 Any notice or other information required or authorised by this Agreement to be given by either party to the other in writing and shall be given by sending via pre-paid registered post, email, facsimile transmission or other comparable means of communication.
21.2 Any notice or information given by post in the manner provided by Clause 21.1 which is not returned to the sender as undelivered shall be deemed to have been given on the third day after the envelope containing it was so posted; and proof that the envelope containing any such notice or information was properly addressed, pre-paid, registered and posted, and that it has not been so returned by the sender, shall be sufficient evidence that the notice or information has been duly given.
21.3 Any notice or information sent by email, telex, cable, facsimile transmission or comparable means of communication shall be deemed to have been duly given on the date of transmission, provided that a confirming copy of it is sent to the other party within 24 hours of transmission.
21.4 All notices to the Supplier hereto shall be addressed as follows:
Infinium IT Ltd
Unit 4, Bartle Court Business Village
Off Rosemary Lane
Contact: Peter Miles/Ian Gaskell
21.5 Service of any document for the purposes of any legal proceeds concerning or arising out of this Agreement shall be effected by either party by causing such document to be delivered to the other party at its registered or principal office, or to such other address as may be notified to one party by the other party in writing from time to time.
22. Proper Law and Jurisdiction
22.1 These terms and conditions and those of any System Support Agreement and/or Purchaser Order between the parties and all matters arising from them shall be governed by and construed in accordance with English law notwithstanding the conflict of law provisions and other mandatory legal provisions save that:-
22.1.1 Each party shall have the right to sue to recover its fees in any jurisdiction in which the other party is operating or has assets: and
22.1.2 Each party shall have the right to sue for breach of its Intellectual Property Rights and other proprietary information and trade secrets (“IPR”) (whether in connection with these terms and conditions or otherwise) in any country where it believes that infringement or breach of these terms and conditions relating to its IPR might be taking place.
22.2 Each party recognises that the other party’s business relies upon the protection of its IPR and that in the event of a breach of threatened breach of IPR, the other party will be caused irreparable damage and such other party may therefore be entitled to injunctive or other equitable relief in order to prevent a breach or threatened breach of its IPR.