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 Wi-Fi Services Sales Order signed by the Client and accepted by the Supplier PROVIDING however that the Wi-Fi Services Sales Order may contain additional and/or different conditions which shall take precedence over similar terms set out in these Standard Terms and Conditions.
2.1 In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:
“The 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 Wi-Fi Services Sales Order between the parties.
“Wi-Fi Services Sales Order” a written or oral request from the Client to the Supplier for the Supplier to provide Goods and/or Services.
“Services” means all services provided and/or goods sold by the Supplier to the Client as agreed from time to time.
“The Supplier” Infinium IT Limited (Company Number) 04521964 whose registered office is at Unit 4, Bartle Court Business Village, Off Rosemary Lane, Bartle, Preston, PR4 0HB
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 Wi-Fi Services Sales Order supply the Services and/or the Goods more particularly described in the said Wi-Fi Services Sales Order.
3.2 The Supplier will provide the Client with the Services as described in the appropriate Wi-Fi Services Sales Order.
3.3 Unless agreed otherwise no Title to the Goods utilised in the provision of the service as sold under any Wi-Fi Services Sales Order shall pass to the Client.
3.4 System Support arising out of the circumstances listed below are not included. 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 by the Supplier
3.4.2 The supplier is not responsible for:-
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;
iv. Failure or limitation in the connectivity as a result of the Carriers service or network;
v. Limitations in the service provision due to the demand for services at the location.
3.4.3 Attendance to faults caused by operating the Network outside design specifications;
3.4.4 Repair of any malfunction due to radiation or other interference in the environment of the hardware and other equipment;
3.4.5 Diagnosis and/or rectification of problems not associated with the Network;
3.4.6 Attempts by the Supplier to recover and/or rectify lost or corrupted data arising for any reason other than the Supplier’s own negligence
4.1 The Client agrees to pay in advance the fees and charges and/or the price in accordance with the terms of payment contained in the Wi-Fi Services Sales Order.
4.2 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.
4.3 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.
5.1 All payments required to be made pursuant to the Wi-Fi Services Sales Order shall be made upon presentation of the relevant invoice and in advance of any service provision.
6.1 The Supplier reserves the right, if reasonably required, to vary the terms of the Wi-Fi Services Sales Order 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 7 days to accept or tender notice of termination. The Services provided after the said 7 day period shall be at the increased rate, provided however, should the Client choose to terminate the Wi-Fi Services Sales Order, any such termination shall not trigger any otherwise applicable termination charge.
7.1 The Supplier may terminate its Wi-Fi Services 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 Order.
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.
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 sub-contractor as if it were an act or omission of the party itself.
10. Client responsibilities
10.1 The client is responsible for the provision of a suitable electrical supply to power the equipment.
10.2 The Client must be in attendance at the install and setup of the equipment at the pre-agreed time and location.
10.3 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. The Supplier reserve the right to charge the Client for any equipment that is lost or damaged whilst on the clients stand or site.
10.4 The Client is responsible for ensuring that appropriate electronic and internet usage policy is in place and enforced including any requirements they may have under GDPR.
10.5 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.
10.6 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.
10.7 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.
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
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 Wi-Fi Services Sales Order.
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 Wi-Fi Services 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 Wi-Fi Services 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 network is live the Client shall not authorise or permit any alterations or additions to the Network to be carried out other than by the 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 Wi-Fi Services 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.
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 Wi-Fi Services 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 Wi-Fi Services 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.
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 Wi-Fi Services 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 Wi-Fi Services Sales Order and shall include any permitted assignees of a party.
19. Data Protection
The parties undertake to comply with the provisions of the Data Protection Act 1998, General Data Protection Legislation and any other related legislation in so far as the same relates to the provisions and obligations of these terms and conditions.
20. Agency, Partnership
These terms and conditions and any Wi-Fi Services 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 Wi-Fi Services 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 Lan
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 Wi-Fi Services Sales 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.