1. SERVICES

1.1 Provider will provide IT services (“Services”) to the Client as specified in the Service Agreement signed by both parties.

1.2 The Provider will use its best endeavours to provide the Services with due skill, care, and diligence.

1.3 Provider reserves the right to amend, modify, or discontinue the Services or any part thereof, with or without notice to the Client.

2. PAYMENT

2.1 Client shall pay Provider for the Services as specified in the Service Agreement.

2.2 The Client shall pay all invoices on collection of items, or within 7 days of the invoice date if paying by Bank Transfer (BACS).

2.3 The Provider may charge interest on overdue payments at the rate of 50p (fifty pence) per day from the due date until the date of payment.

3. CONFIDENTIALITY

3.1 Provider shall not disclose to any third party any confidential information disclosed to it by the Client unless required by law.

3.2 Provider will ensure that its employees, agents, and subcontractors shall comply with the provisions of this clause.

4. INTELLECTUAL PROPERTY

4.1 The Client shall retain all intellectual property rights in any materials it provides to the Provider.

4.2 The Provider shall retain all intellectual property rights in any materials it provides to the Client.

4.3 The Client shall not use any of the Provider’s intellectual property without the prior written consent of the Provider.

5. LIMITATION OF LIABILITY

5.1 The Provider shall not be liable to the Client for any loss or damage, direct or indirect, arising from the provision of the Services.

5.2 In any event, the Provider’s liability shall be limited to the amount paid by the Client to the Provider for the Services in question.

5.3 Nothing in this Agreement shall limit or exclude the Provider’s liability for death or personal injury caused by its negligence or for fraud.

6. TERMINATION

6.1 Either party may terminate this Agreement by giving one month’s written notice to the other party.

6.2 Either party may terminate this Agreement immediately by notice in writing if the other party breaches any material term of this Agreement.

6.3 Upon termination, the Client shall pay for all Services provided up to the date of termination.

7. GENERAL

7.1 This Agreement constitutes the entire agreement between the parties and supersedes all prior understandings, agreements, or representations.

7.2 This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

7.3 Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the English courts.

7.4 Any notices required to be given under this Agreement shall be in writing and shall be delivered personally or sent by registered post to the address of the relevant party set out in this Agreement.

8. DEVICE COLLECTION

8.1 If the Client fails to collect any device or equipment left with the Provider for repair or servicing within 30 days of being notified that the work has been completed, the Provider may charge the Client for storage and handling fees, and dispose of the device or equipment in any lawful manner.

8.2 The Provider shall not be liable to the Client for any loss or damage arising from the disposal of the device or equipment in accordance with this clause.

8.3 The Provider shall not be liable for any loss or damage to the device or equipment left with it for repair or servicing, howsoever arising, whilst the device or equipment is in the Provider’s possession.

8.4 The Provider shall use reasonable endeavours to contact the Client to arrange for the collection of the device or equipment. However, it is the Client’s responsibility to ensure that the Provider has accurate contact details for the Client.

8.5 The Provider reserves the right to dispose of any device or equipment left with it for repair or servicing if the Client fails to collect it within 6 months of being notified that the work has been completed. The Provider shall have no liability to the Client in respect of such disposal.

9. WARRANTY AND DISCLAIMER

9.1 The Provider warrants that the Services will be performed with reasonable skill and care and in accordance with generally accepted industry standards.

9.2 The Provider provides no other warranties or guarantees, express or implied, including without limitation any warranties of merchantability, fitness for a particular purpose, or non-infringement.

9.3 The Provider shall not be liable for any loss or damage caused by any defect or failure in any hardware, software, or other equipment provided by the Client or any third party.

10. FORCE MAJEURE

10.1 The Provider shall not be liable for any delay or failure to perform any obligation under this Agreement if the delay or failure is due to any cause beyond its reasonable control, including without limitation acts of God, war, riot, fire, explosion, flood, strikes, lockouts, or other industrial disputes, or governmental regulations.

11. ASSIGNMENT

11.1 Neither party shall assign or transfer this Agreement or any rights or obligations under this Agreement without the prior written consent of the other party.

12. ENTIRE AGREEMENT

12.1 This Agreement represents the entire understanding between the parties and supersedes all prior negotiations, understandings, or agreements.

13. SEVERABILITY

13.1 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14. WAIVER

14.1 Any waiver of any provision of this Agreement shall not be construed as a waiver of any other provision or a continuing waiver of the same provision.

15. HEADINGS

15.1 The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.