Master Services Agreement

Intalex Ltd Master Services Agreement

Intalex Ltd (Intalex Ltd): (Company registration number 11007477) registered office at 3rd Floor Great Titchfield House, 14-18 Great Titchfield Street, London, United Kingdom, W1W 8BD.

The Customer’s attention is particularly drawn to the following: clauses 4.6, 5.3, 6.3, 7.3, 8.5, 9.4, and 10.3 (Extended Term); clauses 12.2 and 12.6 (Unauthorised or Fraudulent Use of Services); clause 13 (Payment and Charges for Services); clause 16 (Customer Cancellation & Transfer (Switching) Charges) and clause 18 (Limitation of Liability).

1. INTERPRETATION

1.1 Definitions. In these Conditions, the following definitions apply:

Business Day: a day (other than a Saturday, Sunday, or public holiday)

Charges: the applicable charges payable by the Customer for the supply of any Services and/or Equipment in accordance with clause 13.

Commencement Date: means the date on which Intalex Ltd shall start to provide the Service which shall mean in the case of:

(a)Maintenance Services the Installation Date or where Intalex Ltd has not contracted with the client to install Equipment in connection with the Maintenance Services the date specified as the Commencement Date for the Maintenance Services.

(b) Fixed Network Services the Handover Date in respect of those Fixed Network Services.

(c) Hosted Licenses Handover Date is the date the licenses are ordered.

(d) Line Rentals Handover Date is the date from which Intalex Ltd are charged by the Supplier in respect of those Line Rentals.

(e) Data Services the date from which Intalex Ltd are charged by the Supplier in respect of those Data Services.

(f) IT Support Services the relevant Handover Date in respect of IT Support Services.

(g) Microsoft 365 Services the date from which Intalex Ltd are charged by the Supplier in respect of Microsoft 365 Services.

(h) Cyber Security Services the relevant Handover Date in respect of Cyber Security Services.

(i) Mobile Services the date from which Intalex Ltd are charged by the Supplier in respect of those Mobile Services.

(j) Security Services the relevant Handover Date in respect of Security Services.

Conditions: these terms and conditions as amended from time to time in accordance with clause 22.7.

Connection Date: means in the case of the provision of Data Services the date when the Carrier commences the provisioning of Data Services to the Customer on behalf of Intalex Ltd

Contract: the contract between Intalex Ltd and the Customer for the supply of any Services and/or goods (including where appropriate Equipment) in accordance with these Conditions, the Order, and any Service Specific Conditions.

Contract Date: the date on which a Contract between the Customer and Intalex Ltd is formed and comes into existence as determined pursuant to the provisions of clause 2.2

Customer: the person or firm specified as such in the Order Form who contracts to purchase Services from Intalex Ltd

Data Services: the data services to be provided by Intalex Ltd to the Customer as described in the Order, together with such other data services that Intalex Ltd agrees to supply to the Customer from time to time.

Data Services Contract: where applicable, the Contract for the supply of Data Services.

Delivery: has the meaning given to in clause 4.2. Equipment: the equipment as set out in the Order Form.

Estimated Installation Date: the date on which Intalex Ltd estimates that the Equipment will be installed, as advised by Intalex Ltd to the Customer.

Extended Term: in relation to:

(a) Contract for the supply of Maintenance Services has the meaning given to it in clause 4.6; and

(b) Contract for the supply of Fixed Network Services has the meaning given to it in clause 5.3; and

(c) Contract for the supply of Data Services has the meaning given to it in clause 6.3; and

(d) Contract for the supply of the IT Support Services has the meaning given to it in clause 7.3; and

(e) Contract for the supply of the Microsoft Services has the meaning given to it in clause 8.5; and

(f) Contract for the supply of the Cyber Security Services has the meaning given to it in clause 9.4

(g)Contract for the supply of the Security Services has the meaning given to it in clause 11.7.

Fixed Network Services: the voice services to be provided by Intalex Ltd to the Customer as specified in the Order Form.

Fixed Network Services Contract: where applicable, the Contract for the supply of Fixed Network Services.

Hosted Licence: a subscription licence granted by Intalex Ltd to the Customer for a hosted product for use in connection with Fixed Network Services.

Installation Date: the date on which the Equipment is installed. Installation Services: the services relating to the installation by Intalex Ltd (or its duly authorised agents) of the Equipment (where applicable).

IT Support Services: the support services to be provided by Intalex Ltd to the Customer as specified in the Order.

Support Services Contract: where applicable, the Contract for the supply of Support Services.

Maintenance Services: the maintenance services to be provided by Intalex Ltd to the Customer as described in the Order, together with such other maintenance services that Intalex Ltd agrees to supply to the Customer from time to time.

Maintenance Services Contract: where applicable, the Contract for the supply of Maintenance Services.

Minimum Term: the minimum contract term that applies to Maintenance Services, the Fixed Network Services, Hosted Licence(s), the Data Services, the Support Services, the IT Services, Microsoft 365 licences, Subscription Services, Security Services and/or the Mobile Services as the case may be shall unless a different minimum term is specified for any such Service in the Service Specific Conditions section of the Order Form commencing on the Commencement Date as detailed for each service.

Mobile Services: the mobile services to be provided by Intalex Ltd to the Customer as specified in the Order.

Mobile Services Contract: where applicable, the Contract for the supply of Mobile Services.

OFCOM: the Office of Communications or any equivalent successor body.

Order: Order means any instruction or request for Services, including but not limited to a formally signed Order Form, a Helpdesk ticket submitted by the Customer, or a submission via the Customer’s Intalex Client Portal.

Order Form: the document which sets out amongst other things the Services which the Customer would like Intalex Ltd to provide to it and certain details in respect thereof including when read in conjunction with these Conditions the basis on which the charges for providing the Services will be calculated. The Order Form shall be prepared by Intalex Ltd and sent to the Customer for signature by or on behalf of the Customer and returned to Intalex Ltd

Out of Contract: where applicable, customers who are not eligible for automatic renewal will move to a rolling monthly contract. The Order Form may be prepared, sent, signed, or returned either electronically or physically.

Personal Data: has the meaning given to it in the Data Protection Act 2018.

Services: the services to be supplied by Intalex Ltd to the Customer being any or all of the Installation Services, Maintenance Services, Fixed Network Services, Hosted Licence, Data Services, IT Support Services, Microsoft 365 Services, Cyber Security Services, Security Services and/or Mobile Services, as the case may be, and Service shall be construed accordingly but shall exclude the provision of DNS servers and mail servers.

Service Specific Conditions: any policies, terms or procedures that apply to and shall be incorporated into the Contract, as specified in the notes section of the Order Form.

Site: Customer’s place of business as specified in the Order Form where any Services are to be provided or carried out and/or (where applicable) Equipment is to be delivered and any Installation is to take place, as specified in the Order Form.

Specification: the description or specification of the relevant Services and/or Equipment provided in writing by Intalex Ltd to the Customer as set out in the Order Form.

Tariff: Unless otherwise specified on our quotation or order form, your tariff will be in accordance with our standard corporate pricing structure which may vary from time to time and will always be provided through a written notification of adjustment. VOIP: Voice Over Internet Protocol being the use of the internet as the transmission medium for telephone calls by digital means (rather than the traditional telephone system based on copper wires carrying analogue data).

1.2 Construction.

In these Conditions, the following rules apply:

(a) a person includes a natural person, corporate or unincorporated body (whether having separate legal personality);

(b) a reference to a party includes its personal representatives, successors or permitted assigns;

(c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re- enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

(d) any phrase introduced by the terms including, include, or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

(e) a reference to writing or written includes e-mails but excludes faxes.

 

 

 

2. SUPPLY OF SERVICES

2.1 Intalex Ltd shall supply the Services to the Customer in accordance with the Contract in all material respects. If the Order Form specifies:

(a) the supply by Intalex Ltd to the Customer of Equipment and Installation Services and/or Maintenance Services, clause 4 of these Conditions shall also apply to the Contract;

(b) the supply by Intalex Ltd to the Customer of Fixed Network Services, clause 5 of these Conditions shall also apply to the Contract;

(c) the supply by Intalex Ltd to the Customer of Data Services, clause 6 of these Conditions shall also apply to the Contract; and

(d) the supply by Intalex Ltd to the Customer of IT Support Services, clause 7 of these Conditions shall also apply to the Contract.

(e) the supply by Intalex Ltd to the Customer of Microsoft Services, clause 8 of these Conditions shall also apply to the Contract.

(f) the supply by Intalex Ltd to the Customer of Cyber Security Managed Services, clause 9 of these Conditions shall also apply to the Contract.

(g) the supply by Intalex Ltd to the Customer of Mobile Services, clause 10 of these Conditions shall also apply to the Contract.

(h) the supply by Intalex Ltd to the Customer of Security Services, clause 11 of these Conditions shall also apply to the Contract. 2.2 Intalex Ltd shall use all reasonable endeavours to deliver any Services on or by any date or dates specified in the Order Form, but any such dates shall be estimates or for guidance only and time shall not be of the essence for the performance of the Services.

2.3 Intalex Ltd shall have the right to make any changes to any Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the relevant Services. Intalex Ltd shall notify the Customer of any such change.

2.4 Intalex Ltd warrants to the Customer that the relevant Services will be provided using reasonable care and skill, subject to clauses 4, 5, 6, 7, 8, 9, 10 and 11 of these Conditions.

 

 

 

 

3. BASIS OF CONTRACT

3.1 The sending of the Order Form by Intalex Ltd to the Customer constitutes an offer by Intalex Ltd to the Customer to provide services and/or Equipment in accordance with these conditions, the Order and any service specific conditions (“the Offer”). The Offer may be withdrawn at any point by Intalex Ltd prior to it being accepted by the Customer.

3.2 The offer shall be accepted and the Contract shall be formed and come into existence at the point when Intalex Ltd receives an Order from the Customer, whether by a signed Order Form, an approved Helpdesk ticket, or a submission via the Intalex Client Portal, at which point and on which date the Contract shall come into existence (subject where applicable to clauses 4.1, 5.5, 6.5, 7.4, 9.2, and 10.4). If Intalex Ltd has not received the Order Form duly signed for or on behalf of the Customer within 30 days from the date on which it is sent by Intalex Ltd to the Customer, the offer to contract with the Customer shall be deemed to have been withdrawn unless otherwise agreed between Intalex Ltd and the Customer.

3.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Intalex Ltd which is not set out in the Order Form, the Service Specific Conditions or the terms (or incorporated by reference in any of them).

3.4 Any samples, drawings, descriptive matter or advertising issued by Intalex Ltd, and any descriptions or illustrations contained in Intalex Ltd’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the services described in them. They shall not form part of the Contract nor have any contractual force.

3.5 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. In the event of any conflict between these Conditions and any Service Specific Conditions, the Service Specific Conditions shall prevail. In the event of any conflict between these Conditions, any Service Specific Conditions and the Order Form, the Order Form will prevail in relation to that Service. 

3.6 Any quotation given by Intalex Ltd shall not constitute an offer and is only valid for a period of 30 days from its date of issue.

3.7 The Customer warrants to Intalex Ltd that it is entering into the Contract for the purpose of its business, trade, or profession and not as a consumer.

3.8 Except for Installation Services that shall form part of the relevant Contract, each order for IT Support Services, Mobile Services, Maintenance Services, Cyber Security Managed Services, Microsoft Services, Data Services or Fixed Network Services shall be deemed to be a separate Contract (irrespective of whether more than one or all of them are included on the same Order Form).

3.9 To the extent that there is any failure or delay by Intalex Ltd to supply one of the Services, that shall not entitle the Customer to terminate the Contract for the supply of any other Service or Services as the case may be (if any).

3.10 You will use Your best endeavours to obtain third party finance from a Funder and to enter into a Rental Agreement as soon as possible after the date of this Order Form. You agree that you will be bound to enter into a Rental Agreement in the event any application for finance that you make is approved within the Credit Application Period and that if you obtain finance and fail to enter into the Rental Agreement you will be liable to pay the Services Fee.

3.11 You will make available to Intalex Ltd or a Funder, all information reasonably requested by either of them in support of Your application for finance for the Equipment, and You will cooperate with Intalex Ltd in all respects to facilitate the said finance. If You fail to provide all necessary information within 28 days of the date of the Order Form Intalex Ltd shall have the right (but not the obligation) to terminate Your order for the Equipment and/or you will be liable to pay Intalex Ltd the Services Fee.

3.12 If, after signing the Order Form you fail for any reason to enter into a Rental Agreement (other than where Your application for finance was not successful and you complied with Your obligations hereunder in relation to the making of such application) you will be liable to the Services Fee.

3.13 In the event Your application for third party finance with a Funder is unsuccessful within the Credit Application Period and Intalex Ltd is unable or unwilling to enter into a Rental Agreement with You, Intalex Ltd will notify you accordingly and this order for Equipment will be deemed cancelled without any liability on You or Intalex Ltd save that Intalex Ltd reserves the right to charge You the Services Fee in the event that your application to the Funder was unsuccessful as a consequence of Your non-cooperation or Your failure to provide all reasonably requested information.

3.14 By signing the Order Form you expressly acknowledge and authorise Intalex Ltd to immediately commence the Services and to purchase the Equipment and associated licences, and you agree to use all reasonable endeavours to assist Intalex Ltd to enable the Services to be carried out (including without limitation providing access to any property reasonably required by Intalex Ltd and carrying out Your obligations under condition 3.9) notwithstanding they are carried out prior to the entry into a Rental Agreement. You also expressly acknowledge and agree that you will be liable for payment in respect of such Services in the event condition 3.10, 3.12 or 3.13 applies or Intalex Ltd exercises its rights under condition 3.14 The Service Fee is calculated as an amount equal to the costs incurred by Intalex Ltd

3.14.1 In purchasing the equipment and associated licences in respect of which Intalex Ltd determines it is unlikely to be able to re-sell; and;

3.14.2 In carrying out the Services. The costs for such Services will be calculated by reference to the time incurred by Intalex Ltd employees or contractors in carrying out the Services multiplied by Intalex Ltd standard rates for such services in force at the relevant time.

3.14.3 Intalex Ltd agrees that notwithstanding the above, in no circumstances will You be liable for a cancellation fee which exceeds a sum equal to the aggregate of three quarterly rental payments that would have been charged had You entered into the Rental Agreement.

3.15 If, after signing the Order Form you fail for any reason to enter into a Rental Agreement (other than where Your application for finance was not successful and you complied with Your obligations hereunder in relation to the making of such application) you will be liable to the Services Fee. 3.12.

3.16 Any cancellation of this order for Equipment by Intalex Ltd in accordance with its terms shall be without prejudice to any other services that You have ordered from Intalex Ltd which shall remain in full force and effect in accordance with the applicable conditions and conditions for that service. For example, if You have also ordered network services, those services will continue notwithstanding termination of this order and nothing in this order will operate to give Intalex Ltd or You any rights to terminate those services beyond what is contained in the terms and conditions of those services for which You have signed up to.

3.17 Title to the Equipment shall remain in the ownership of the Funder at all times, unless You have entered into a Rental Agreement with Intalex Ltd in respect of the Equipment, in which case title to the Equipment shall remain in the ownership of Intalex Ltd at all times.

3.18 Order Submission and Acceptance

(a) Orders for Services, including but not limited to Microsoft 365 licensing and associated IT support, may be submitted by the Customer through any of the following methods:

   (i) A signed Order Form (whether electronic or physical);

   (ii) A Helpdesk ticket submitted by the Customer or its authorised representative; or

   (iii) A submission via the Customer’s Intalex Client Portal.

(b) Intalex Ltd shall treat any order submitted by any of the above methods as a valid and binding instruction to proceed with the supply of the requested Services.

(c) Intalex Ltd shall provide confirmation of acceptance of the Order to the Customer via electronic communication methods, including but not limited to email, Intalex Client Portal notification, or notifications through the Intalex Ticketing system, within a reasonable period after receipt of the Order.

(d) Orders submitted by any other means shall require prior written agreement between the parties to be valid and binding.

(e) The Customer acknowledges and agrees that all Orders submitted via Helpdesk tickets or the Intalex Client Portal are subject to these Conditions and the Contract terms.

 

 

 

 

4. TERMS APPLICABLE TO EQUIPMENT, INSTALLATION SERVICES & MAINTENANCE SERVICES

4.1 Any Order for Equipment is conditional on the availability of such Equipment prior to the Estimated Installation Date. Intalex Ltd shall use reasonable endeavours to deliver the Equipment and supply the Installation Services with reasonable care and skill in accordance with the estimated period for delivery and installation. Installation within such period is not guaranteed and time shall not be of the essence.

4.2 Delivery of Equipment shall be deemed to take place when the relevant Equipment arrives at the Customer’s Site (prior to unloading or unpacking) as specified in the Order (Delivery) (and Delivered shall be construed accordingly). In relation to Delivery of any Equipment:

(a) the Customer shall be responsible for checking that all details specified in the Order are correct;

(b) if the Customer fails to take Delivery of any Equipment within 10 Business Days of Intalex Ltd notifying the Customer that the Equipment is capable of being delivered, the Equipment shall be deemed to have been Delivered in accordance with the Contract and the Equipment shall be at the risk of the Customer and thereafter clause 4.3 shall apply to the Equipment;

(c) if any Equipment is to be Delivered in instalments, any delay in the Delivery of one instalment shall not entitle the Customer to reject the other instalments or to terminate the Contract;

(d) and the risk in any Equipment shall pass to the Customer on Delivery (or deemed Delivery in accordance with clause 4.2(b)) and the Customer shall be responsible for insuring the Equipment from that time.

4.3 Notwithstanding clause 4.2(d), ownership of any Equipment contracted to be purchased by the Customer shall not pass to the Customer until such time as the Customer has paid to Intalex Ltd all sums due for the Equipment and the Installation Services. Unless and until ownership of the Equipment passes to the Customer (if at all), the Customer shall:

(a) not remove, deface, or obscure any identifying mark on or relating to the Equipment;

(b) maintain (except where Intalex Ltd is also at the time supplying Maintenance Services) the Equipment in satisfactory condition and insured it against all risks for its full price from the date of Delivery or deemed Delivery;

(c) not lease, charge, or otherwise encumber the Equipment;

(d) not remove the Equipment from the Site without Intalex Ltd prior written consent; 4.4 If the Equipment is leased or rented to the Customer the

Customer shall:

(a) return the Equipment at the Customer’s cost to Intalex Ltd immediately on request at the end of the lease or agreement; and

(b) permit Intalex Ltd or its agents to enter any premises of the Customer or of any third party where the Equipment is located in order to recover it. 4.5 If the Customer is in breach of the Contract the Customer shall return the Equipment at the Customer’s cost to Intalex Ltd immediately on request and permit Intalex Ltd or its agents to enter any premises of the Customer or of any third party where the Equipment is located in order to recover it.

4.6 Subject to clause 2.1, supply of the Maintenance Services shall commence on the Commencement Date and shall continue for the Minimum Term and thereafter the Maintenance Services Contract shall automatically continue for a further minimum term equal to that of the original, known as “Extended Term”, and continue in this manner for further Extended Terms until the contract is cancelled. A party may give notice in writing to the other party no later than 90 days before the end of the Minimum Term or the relevant Extended Term, to terminate the Maintenance Services Contract at the end of the Minimum Term or the relevant Extended Term, as the case may be.

4.7 The Maintenance Services shall only be supplied by Intalex Ltd in relation to the Equipment and to any other equipment agreed by Intalex Ltd in writing from time to time. Unless agreed otherwise in writing by Intalex Ltd, Intalex Ltd shall supply the Maintenance Services in accordance with the terms and conditions as set out in the Maintenance Services Contract. with the Maintenance Service Levels.

4.8 The Maintenance Services shall not include or be deemed to include repair or maintenance to:

(a) equipment that is faulty or has failed due (in whole or in part) to or caused by: (i) fair wear and tear;

(ii) the Customer’s (including its agents or workers) acts, operating errors, omissions, or default;

(iii) failure in air-conditioning or fluctuations in electrical power;

(iv) any failure of equipment or software attached to or integrated to the Equipment where such equipment or software was not supplied by Intalex Ltd;

(v) vandalism, fire, theft, water, or lightning;

(vi) any defect or error in software loaded on to the Equipment;

(vii) any defect or fault in connection with services supplied to Intalex Ltd by any Carrier;

(viii) failure by the Customer (including its agents or workers) to adequately maintain any Equipment or operate it in accordance with the manufacturer’s specifications, guidelines or recommendations; or

(ix) any attempt by the Customer or any third party other than Intalex Ltd or its duly authorised agents to repair, reconfigure, re- program or otherwise alter the Equipment or any equipment or cabling attached to it.

(b) ancillary items, including but not limited to, answer-phones, analogue and digital phones or devices, call loggers, payphones, computers, servers, uninterruptible power supplies, batteries, fax machines, public address systems, printers, cabinets, external music on hold sources, any cabling and/or consumables unless otherwise agreed in writing;

(c) the maintenance or repair of any extension wiring, any Equipment not at the Site, or of anything other than the Equipment; or

(d) the reprogramming of the Equipment to provide improved or modified services or facilities.

4.9 In the event that Intalex Ltd carries out Maintenance Services to any Equipment which has, in its reasonable opinion failed or become faulty due (wholly or partially) to any of the circumstances described in clause 4.9, Intalex Ltd shall be entitled to charge additional fees.

4.10 In carrying out the Maintenance Services Intalex Ltd shall not (subject to clause 18) be liable for the loss of any data or information stored on the Equipment or any other equipment that may be affected by the carrying out of the Maintenance Services and the Customer shall ensure that appropriate backups of all data and information are maintained.

4.11 In rectifying any fault to Equipment it may be necessary for Intalex Ltd to reset the Equipment’s software. In such cases, Intalex Ltd shall not be responsible for resetting or reloading equipment programming and user profiles.

4.12 The Maintenance Services are limited to the provision and repair of the Equipment by Intalex Ltd on a like for like basis, which may include Intalex Ltd supplying reconditioned parts for Equipment and reconditioned Equipment. Any Equipment that is removed or replaced and any parts that are removed or installed in Equipment in the carrying out of the Maintenance Services shall become or shall remain (as the case may be) the property of Intalex Ltd

4.13 Intalex Ltd shall not be liable for any delay in the performance of the Maintenance Services where such delay is attributable to no or poor or delayed availability of spare parts for any item of Equipment.

4.14 If the Customer terminates a Contract (in whole or in part) for Maintenance Services before the end of any applicable Minimum Term or Extended Term, the Customer shall pay to Intalex Ltd all charges that would have accrued during the period from the expiry of the Customer’s notice to terminate (or where no notice is given the date of indication by the Customer of an intention to no longer be bound by the Contract (in whole or in part)) to the end of the Minimum Term or Extended Term (as the case may be).

 

 

 

5. TERMS APPLICABLE TO FIXED NETWORK SERVICES

5.1 Subject to clause 2.2 and clause 5.4, the supply of the Fixed Network Services shall commence on the Commencement Date and shall continue for the Minimum Term.

5.2 If the Commencement Date for the provision of Fixed Network Services has not occurred prior to the first anniversary of the Contract Date for the Fixed Network Services then the Contract in respect thereof shall be deemed to have terminated unless otherwise agreed between Intalex Ltd and the Customer. The rights of the parties that have accrued prior to such termination shall not be affected by such termination.

5.3 Subject to clause 2.1, supply of the Fixed Network Services Contract shall commence on the Commencement Date and shall continue for the Minimum Term and thereafter the Fixed Network Services Contract shall automatically continue for a further minimum term equal to that of the original, known as “Extended Term”, and continue in this manner for further Extended Terms until the contract is cancelled. A party may give notice in writing to the other party no later than 90 days before the end of the Minimum Term or the relevant Extended Term, to terminate the Fixed Network Services Contract at the end of the Minimum Term or the relevant Extended Term, as the case may be.

5.4 The provision of any Fixed Network Services by Intalex Ltd under a Fixed Network Services Contract is conditional on:

(a) Intalex Ltd carrying out such surveys as it deems necessary to satisfy itself that that it is possible for it to supply the Fixed Network Services;

(b) the installation of the lines over which the Fixed Network Services are to be provided and such lines being fully operational; and

(c) the Customer providing to Intalex Ltd to its satisfaction accurate information and data to enable Intalex Ltd to calculate the Charges and to carry out a site survey. 5.5 Intalex Ltd warrants to the Customer that Fixed Network Services will be provided using reasonable care and skill. The Customer agrees that Intalex Ltd cannot guarantee that the Fixed Network Services will work without interruption and will be fault or error free. Any interruption, fault or error with the Fixed Network Services must be notified to Intalex Ltd in accordance with clause 5.6

5.6 The Customer shall notify Intalex Ltd of any interruption, fault, or error with the Fixed Network Services. Intalex Ltd shall use reasonable endeavours to correct or cure any interruption, fault, or error with the Fixed Network Services.

5.7 Notwithstanding any other provision of these Conditions, Intalex Ltd shall not be liable to the Customer in contract, tort (including negligence) or otherwise for any acts or omissions of Carriers that may (wholly or partially) cause, impact or result in any interruption, fault error with or withdrawal of (temporarily or permanently) the Fixed Network Services.

5.8 All and any telephone numbers allocated to the Customer in connection with the Fixed Network Services may be withdrawn by OFCOM and accordingly Intalex Ltd does not warrant or represent that such telephone numbers can be provided to the Customer. The Customer acknowledges and agrees that any telephone numbers allocated to it are allocated on the basis of a licence and the Customer agrees not to sell or transfer any telephone number provided to it (except where the Customer has a right to port that telephone number).

5.9 In relation to the use of the Fixed Network Services the

Customer agrees:

(a) to ensure that the Fixed Network Services are not used to make offensive, indecent, menacing, nuisance or hoax calls; (b)not to use the Fixed Network Services in any way that may, in Intalex Ltd’s reasonable opinion, damage its reputation;

(c) not to contravene any laws, regulations or codes of conduct that may, from time to time, be applicable to the use or supply of the Fixed Network Services;

(d) to implement and maintain appropriate security and control over its networks, equipment, and business to prevent fraud and to prevent calls being generated by third parties;

(e) to maintain adequately all equipment utilised in connection with the Fixed Network Services and ensure its compatibility in terms of technical specification;

(f) not to use nor permit the Fixed Network Services to be used in any way that would constitute or contribute to the commission of any crime, tort, fraud or other unlawful activity;

(g) not to allow any unauthorised use of the Fixed Network Services and to take all reasonable security measures to prevent such use;

(h) not to sell or resell the Fixed Network Services in whole or in part;

(i) not to misuse the Fixed Network Services in any way, including without limitation causing the volume of calls made to the telephone numbers allocated to the Customer to significantly exceed that which can be answered by the Customer where this would cause congestion to a network;

(j) that Intalex Ltd may publish details of the Customer’s name, address and telephone number(s) in the Directory Enquiries Service, unless the Customer expressly confirms to Intalex Ltd in writing that it would like a special entry to be made, for which Intalex Ltd may make an additional charge;

(k) that to the extent the Fixed Network Services contain VOIP services, clause 6.11 shall also apply save that references in that clause to Data Services shall be deemed to be references to Fixed Network Services;

(l) in order to protect the Customer against unauthorised transfer of Fixed Network Services, in the event that the Customer fails to contact Intalex Ltd not less than 48 hours prior to any transfer date in accordance with Intalex Ltd’s Customer Transfer Preference Policy, Intalex Ltd may cancel any order made with a third-party supplier; (m)and undertakes not to cause any attachments to be connected (directly or indirectly) to the Fixed Network Services, other than those that meet the appropriate essential requirements of the Radio Equipment and Telecommunications Terminal Equipment Regulations 2017 and any other requirements or standards under applicable law or as prescribed in the description of the Fixed Network Services published from time to time. 5.10 Any equipment installed or supplied by Intalex Ltd to the Customer in connection with the Fixed Network Services (including but not limited to handsets) shall, except for equipment purchased by the Customer under clause 4, at all times remain the property of Intalex Ltd Clause 4.3 shall apply to such equipment as if it were deemed to be Equipment. The Customer shall return such equipment to Intalex Ltd immediately on request and shall be liable for costs, losses, damages, and expenses incurred by Intalex Ltd for the repair, recovery, and replacement of such equipment.

5.11 Upon termination of the Fixed Network Services Contract (for whatever reason), the Customer shall return any handsets installed or supplied by Intalex Ltd to the Customer in connection with the Fixed Network Services at the Customer’s cost. If such handsets are not returned within seven days following the termination of the Fixed Network Services Contract, Intalex Ltd reserves the right to charge the Customer a fee in respect of each handset, as specified in the Tariff.

5.12 Intalex Ltd shall be entitled to make additional charges in the event that the Customer supplies inaccurate or misleading information to Intalex Ltd or if the results of any survey reveal additional construction work is required in order for Intalex Ltd to supply the relevant Fixed Network Services.

5.13 Where the transfer of lines and services of another supplier occurs, then the provision of any and all relevant existing services supplied to the Customer by such supplier will automatically transfer to Intalex Ltd and will be charged for by Intalex Ltd in accordance with the Tariff.

5.14 The Customer acknowledges and accepts that it is liable for any charges (including without limitation any early termination charges) made by third party suppliers for any transfer of lines and services or otherwise, unless it is clearly stated on the Order Form that Intalex Ltd will pay for such charges in which case Intalex Ltd will pay for such charges but limited to those specifically as set out on the Order Form.

5.15 The Customer accepts and acknowledges that Intalex Ltd will prior to the Handover Date have spent a significant amount of time and incurred expense in preparation for the provision of the Fixed Network Services to the Customer. If the Customer terminates the Contract for Fixed Network Services prior to the Handover Date it shall pay to Intalex Ltd £500 plus vat.

The following provisions of this clause 5.15 shall apply if after the Handover Date the Customer terminates the Contract for Fixed Network Services in breach of contract prior to the expiry of the Minimum Term or the Extended Terms as the case may be. Please refer to Clause 14.

(a) In this clause the Remainder of the Term means (where the Customer terminates or is deemed to have terminated the Contract or is in breach of contract) early termination fees will apply and may exceed £7500.00.

(b) In addition to early termination fees, the customer will pay a fee for each service as follows:

(i) A fee of £100 per SIP trunk,

(ii) A fee of £100 per analogue or ISDN channel

(iii) A fee of £100 per hosted licence

(ix) These additional fees will be capped at a maximum of £7,500.00 per customer contract.

(c) In some circumstances we may have agreed a discount from the set price of the Fixed Network Services. Upon termination the Customer will be liable for repaying termination fees based upon the set price and not the discounted price save where the Customer has contracted for the supply of line rental only, a Customer agrees that it shall not on lines contracted to be billed by Intalex Ltd use those lines for calls charged for by another supplier. If in breach of this clause the Customer does use lines supplied by Intalex Ltd for the carriage of calls charged for by another supplier the Customer shall be deemed to be in breach of the Contract for the supply of Fixed Network Services and at Intalex Ltd’s option the Customer shall be deemed to have terminated the Contract for Fixed Network Services in breach of contract and the provisions of this clause 5.15 shall apply.

(d) If in breach of contract the Customer terminates a Contract for Fixed Network Services before the end of the Minimum Term or where applicable the end of an Extended Term (as the case may be), the Customer shall be liable to pay to Intalex Ltd an amount calculated as mentioned in 5.15 above, plus:

(e) (by reference to call charges) either the sum of £500 or if greater the median average of the monthly charges for calls incurred by the Customer for the lifetime of the contract prior to the termination, multiplied by the period of the Remainder of the Term (expressed in months).

5.16 The Customer agrees not to use in connection with the Fixed Network Service provided by Intalex Ltd any telephone number that the Customer does not have the legitimate right to use. In this regard the Customer shall not “present out” any telephone number that it does not have the right to use; such as a telephone number of a competitor.

5.17 Where Intalex Ltd grants to the Customer a Hosted Sub Licence it shall terminate at the point when Intalex Ltd ceases to provide to the Customer the Fixed Network Services in respect of which the Hosted Sub Licence was granted and the Hosted Sub Licence and all rights in the Hosted Sub Licence shall revert to and be owned in their entirety by Intalex Ltd

 

 

 

6. TERMS APPLICABLE TO DATA SERVICES

6.1 Subject to clause 6.6, the supply of the Data Services shall commence on the Commencement Date and shall continue for the Minimum Term.

6.2 Subject to the remaining provisions of this clause if the Commencement Date for the provision of Data Services has not occurred prior to the first anniversary of the Contract Date for the Data Services then the Contract in respect thereof shall be deemed to have terminated. Intalex Ltd may by giving written notice to the Customer extend the period referred to in this clause by six months if the reason why the Commencement Date has not occurred is outside of the control of Intalex Ltd Further, the period may be extended in by such period as Intalex Ltd and the Customer agree. The rights of the parties that have accrued prior to such termination shall not be affected by such termination.

6.3 Subject to clause 2.1, supply of the Data Services Contract shall commence on the Commencement Date and shall continue for the Minimum Term and thereafter the Data Services Contract shall automatically continue for a further minimum term equal to that of the original, known as “Extended Term”, and continue in this manner for further Extended Terms until the contract is cancelled. A party may give notice in writing to the other party no later than 90 days before the end of the Minimum Term or the relevant Extended Term, to terminate the Data Services Contract at the end of the Minimum Term or the relevant Extended Term, as the case may be.

6.4 The provision of any Data Services by Intalex Ltd under a Data Services Contract is conditional on:

(a) Intalex Ltd carrying out such surveys as it considers necessary to satisfy itself that that it is feasible for it to supply the Data Services and Intalex Ltd being satisfied with the results of such surveys;

(b) Intalex Ltd not being prevented by circumstances and factors outside of its control from being able to supply the Data Services. Examples of such circumstance and factors include (without limit) the infrastructure not being able to support the Data Services, the Customer not obtaining the necessary permission from third parties such as a landlord to install the necessary infrastructure, or a public body such as a local authority or highways authority withholding consent to the installation of the infrastructure where such consent is required;

(c) the installation of the lines over which the Data Services are to be provided and such lines being fully operational; and

(d) the Customer providing to Intalex Ltd to its satisfaction accurate information and data to enable Intalex Ltd to calculate the Charges and to carry out or commission a site survey. 6.5 Intalex Ltd warrants to the Customer that Data Services will be provided using reasonable care and skill. The Customer agrees that Intalex Ltd cannot guarantee that the Data Services will work without interruption and will be fault or error free. Any interruption, fault or error with the Data Services must be notified to Intalex Ltd in accordance with clause 6.7.

6.6 The Customer shall notify Intalex Ltd of any interruption, fault, or error with the Data Services by contacting Intalex Ltd Customer Support. in Intalex Ltd shall use reasonable endeavours to correct or cure any interruption, fault, or error.

6.7 Notwithstanding any other provision of these Conditions, Intalex Ltd shall not be liable to the Customer in contract, tort (including negligence) or otherwise for any acts or omissions of suppliers that may (wholly or partially) cause, impact or result in any interruption, fault or error with, or withdrawal of (temporarily or permanently), the Data Services.

6.8 In relation to the use of the Data Services the Customer agrees and where appropriate accepts:

(a) to comply with the obligations in clauses 5.9(a) to 5.9(i) (inclusive) as if references in those clauses to Fixed Network Services were references to Data Services;

(b) not to misuse the Data Services in any way, including sending or receiving data in such a manner or volume to exceed agreed usage limits or to adversely affect the network, Intalex Ltd or its other customers;

(c) that the speed of any Data Services or connection depends on a number of factors beyond Intalex Ltd’s control (including external factors and physical factors) (such as local availability, the distance from the exchange and peak traffic volume) and that Intalex Ltd does not warrant or represent that the Customer’s connection(s) will produce the maximum advertised speed; that except where stated otherwise in the Order Form, the Data Services do not include the supply by Intalex Ltd of lines, modems and other equipment that might be required by the Customer to utilise the Services nor advice on these unless Intalex Ltd is specifically engaged to do so under a separate contract which shall be in addition to the provision of Data Services under the Data Services Contract;

(d) to comply with Intalex Ltd’s Fair Use Policy

(e) provide suitable space and environment at the Site for the equipment used in the provision of the Data Services (such as sufficient cooled space on a rack) and to do so in a timely manner. Compliance by the Customer with this clause shall be entirely at the Customers cost.

(f) In respect of any router supplied by or on behalf of Intalex Ltd for a managed internet Ethernet circuit unless otherwise specifically agreed with Intalex Ltd:

(i) the router will be provided in a routed IP configuration and its sole purpose is to create an interface for the Customer to plug equipment into and it is not to be used for any other purpose;

(ii) the router is the demarcation point at which the responsibility for the provision of Data Services by Intalex Ltd ends;

(iii) access to the command interface of the router (which would be required to configure the router) will not be provided to the Customer, nor will other functions that the router may be capable be enabled such as wireless connectivity and firewall functionality;

(iv) Intalex Ltd is not responsible for configuration of the router other than to an IP configuration; and

(v) Intalex Ltd shall not be responsible for installing firewalls or plugging in the router and if the Customer requires firewalls the Customer shall be responsible for processing their installation. (h)In respect of a router supplied by or on behalf of Intalex Ltd for an internet broadband service it will be provided in a NAT (Network Address Translation) configuration with DHCP Scope enabled unless otherwise agreed.

6.9 Intalex Ltd is under a duty to all its customers to preserve network integrity and capacity and avoid degradation. The Customer agrees that:

(a) if in Intalex Ltd’s reasonable opinion the Customer’s use of Data Services is adversely affecting, or may adversely affect, integrity and capacity of networks, Intalex Ltd may take such steps as it deems appropriate to manage the Customer’s Data Services;

(b) Intalex Ltd and/or the Carrier may take such steps as it deems necessary to stop emails that appear to be bulk emails or which appear to be or of an unsolicited nature from entering networks and this may include blocking access to or delivery of any such emails; and

(c) Intalex Ltd and/or the Carrier may operate virus screen technology which may result in the deletion or alteration of emails or their attachments. 6.10 Where the Data Services involve the supply of VOIP services, then it is agreed that the following shall apply, and the Customer accepts that:

(a) the Customer’s ability to make emergency calls and their priority treatment cannot be guaranteed and that any suspension or interruption of the VOIP service may result in the Customer being unable to make emergency calls;

(b) the Customer acknowledges that the VOIP service may sometimes be limited, unavailable or interrupted due to events beyond Intalex Ltd’s control, such as those specified in clause 21 (force majeure); and

(c) the VOIP services may not offer all the features or resilience that the Customer may expect from a conventional telephone line. 6.11 Other than Equipment purchased by the Customer, any equipment installed or supplied by Intalex Ltd to the Customer in connection with the Data Services (including but not limited to routers) shall always remain the property of Intalex Ltd The provisions of clauses 4.3 (a) to (d) shall apply to all such equipment. The Customer shall return such equipment to Intalex Ltd immediately on request or cessation of the provision of Data Services and the Customer shall be liable for all costs, losses, damages and expenses incurred by Intalex Ltd for the repair, recovery and replacement of such equipment.

6.12 The customer shall return any routers installed or supplied by Intalex Ltd to the Customer in connection with the Data Services at the Customer’s cost. If such routers are not returned within seven days following the termination of the Data Services Contract, Intalex Ltd reserves the right to charge the Customer a fee in respect of each router, as specified in the Tariff.

6.13 Where the Customer wishes to transfer the provision of any lines or services from another supplier to Intalex Ltd, the Customer shall:

(a)provide to Intalex Ltd such accurate information as is required by Intalex Ltd to enable the migration from the current supplier; and (b)be responsible for all costs, charges and penalties that may arise because of or in connection with such transfer.

6.14 The Customer acknowledges and accepts that it is liable for all cancellation or termination payments and charges (including without limitation any early termination charges) levied by a previous supplier for the transfer of the provision of services and lines to Intalex Ltd unless it is stated on the Order Form that Intalex Ltd will be responsible for the payment of such Charges.

6.15 The Customer accepts and acknowledges that Intalex Ltd will prior to the Connection Date have spent a significant amount of time and incurred expense in preparation for the provision of the Data Services to the Customer. If the Customer terminates the Contract prior to the Connection Date it shall pay to Intalex Ltd: (a)£500 plus vat in respect of the time spent by Intalex Ltd in preparation for the provision of the Data Services to the Customer, coupled with £50.00 for each written electronic communication issued; and

(b)an amount equal to the direct expenses (plus VAT) incurred by Intalex Ltd to its supplier(s) in the preparation of Data Services to the Customer limited to £12,000 per circuit, independently from any incurred Excess Construction Costs (ECCs), which will be applicable on top.

6.16 The following provisions of this clause 6.17 shall apply if after the Connection Date the Customer terminates the Contract for Data Services in breach of contract prior to the expiry of the Minimum Term or the Extended Terms as the case may be

(a) In this clause 6.16 Remainder of the Term means (where the Customer terminates or is deemed to have terminated the Contract in breach of contract), then early termination fees will apply and may exceed £7500.00.

(b) In addition to early termination fees, the customer will pay a fee for each service as follows:

(i) A fee of £100 Per Broadband, ADSL, FTTP, FTTC, MPLS tail,

(ii) A fee of £500 per leased line, where you have placed the order but before a survey has taken place;

(iii) There will be no additional fee to those outlined in 6.16 for the leased line when we have conducted a survey and have yet to agree ECC’s or Wayleave (if applicable);

(iv) A fee of £2,500 per leased line plus any incurred supplier fees after installation but before our service call;

(v) A fee the equivalent to the full term’s rental costs for each leased line and a disconnection fee of £500 per leased line after we have installed the leased line and it is live;

(c) In some circumstances we may have agreed a discount from the set price of the Data Services. Upon termination the Customer will be liable for repaying termination fees based upon the set price and not the discounted price.

(d)The Customer acknowledges and accepts that to enable Intalex Ltd to provide the Data Services to the Customer, Intalex Ltd will enter into a contract for a fixed term with its supplier at the Connection Date. As is common with such contracts Intalex Ltd may remain liable to its supplier whether the Contract for Data Services with the Customer terminates prior to the end of the Minimum Term or the Extended Term as the case may be.

 

 

 

7. TERMS APPLICABLE TO IT SUPPORT SERVICES

7.1 For the purpose of the IT Support Services, the following terms shall have the following meanings:

Service Level Agreement: the service levels for the provision of IT Support Services as available on request and as may be varied from time to time

System: the hardware, operating systems and software listed in the Order Form.

Support Hours: the hours listed on the Order Form.

Out of Hours: such hours and times that not within the Support Hours.

Support Request: includes the following: a request submitted by the Customer via telephone or email for support by Intalex Ltd

7.2 Subject to clauses 2.2 and clause 7.4, the supply of the IT Support Services shall commence on the Commencement Date and continue for the Minimum Term and any additional period as set out under clauses 7.3.

7.3 Subject to clause 2.1, supply of the IT Support Services Contract shall commence on the Commencement Date and shall continue for the Minimum Term and thereafter the IT Support Services Contract shall automatically continue for a further minimum term equal to that of the original, known as “Extended Term”, and continue in this manner for further Extended Terms until the contract is cancelled. A party may give notice in writing to the other party no later than 90 days before the end of the Minimum Term or the relevant Extended Term, to terminate the IT Support Services Contract at the end of the Minimum Term or the relevant Extended Term, as the case may be.

7.4 The provision of any IT Support Services by Intalex Ltd under an IT Support Services Contract is conditional on:

(a) Intalex Ltd carrying out such surveys as it deems necessary to satisfy itself that it is possible for it to supply the IT Support Services; and

(b) the Customer providing to Intalex Ltd to its satisfaction accurate information and data to enable Intalex Ltd to provide IT Support Services. 7.5 Subject to the Customer’s payment of the Charges, Intalex Ltd will provide the IT Support Services to the Customer:

(a) during Support Hours, unless support during Out of Hours is requested by the Customer and this is agreed to be provided by Intalex Ltd;

(b) meeting or exceeding the service levels referred to in the Service Level Agreement; (c) remotely, unless otherwise agreed between Intalex Ltd and the Customer. 7.6 In relation to the use of the IT Support Services the Customer agrees:

(a) that the IT Support Services shall be provided by Intalex Ltd remotely, unless otherwise agreed;

(b) to permit Intalex Ltd remote access to its System and inform Intalex Ltd of any changes to passwords or other security devices to enable Intalex Ltd to access the System;

(c) to keep back-up copies of its operating systems and software;

(d) to keep back-up copies of its data in line with recommendations made by the relevant software providers or Intalex Ltd from time to time;

(e) to make available such personnel of the Customer with appropriate skills, knowledge and authority to assist Intalex Ltd in the diagnosis of faults and the implementation of reasonable instructions intended to rectify or prevent recurrence of faults; (f)to promptly check that files have been restored from back-up when restoration from back-up has been tested. 7.7 Intalex Ltd shall prioritise all Support Requests based on its reasonable assessment of the severity level of the problem reported and use its reasonable endeavours to respond to all Support Requests with a break fix in accordance with the response times set out in the Service Level Agreement.

7.8 Intalex Ltd will seek to acknowledge all Support Requests within one working office hour of being logged.

7.9 The Customer acknowledges and agrees that:

(a) in the event that a fault in the System is caused by an error or defect in the operating system or software, the sole responsibility of Intalex Ltd will be to notify the Customer of the issue and to devise (where possible) a workaround for the Customer;

(b) the sole responsibility of Intalex Ltd in respect of any hardware issues shall be to diagnose faults in the hardware. The correction of any faults in the hardware shall be undertaken in accordance with the manufacturer’s warranty;

(c) Intalex Ltd will not be liable for any loss of data, loss of productivity or financial losses incurred due to incomplete or corrupt back- ups of data or back-up procedures. 7.10 In the event that the Customer requests and Intalex Ltd provides IT Support Services in excess of the Customer’s allocated allowance, Intalex Ltd shall be entitled to charge additional fees for such services in accordance with clause 13.8.

7.11 Intalex Ltd shall, at the request and cost of the Customer, provide the Customer with a report summarising the Support Requests received, the time of receipt, the time of response and the time the Support Request is cleared. Any such request must be made in writing to Intalex Ltd and the Customer acknowledges and agrees that reports can only be provided by Intalex Ltd in respect of the month or months following the receipt of the request.

7.12 Intalex Ltd warrants to the Customer that the IT Support Services will be rendered by personnel with appropriate skills and experience to provide the IT Support Services. The Customer agrees that Intalex Ltd cannot guarantee that the provision of the IT Support Services will cause the System to work without interruption or error. The warranties provided by Intalex Ltd in clause 3.4 and this clause 7.12 shall be in lieu of and shall operate to exclude any other condition or warranty whether express or implied by law as to the provision of the IT Support Services.

7.13 The Customer warrants to Intalex Ltd that it owns or has the benefit of a valid and subsisting licence to use every element of the System and it has full authority to permit Intalex Ltd to perform the IT Support Services hereunder.

7.14 The Customer will fully indemnify and hold harmless Intalex Ltd against all costs, expenses, liabilities, losses, damages, and judgments that Intalex Ltd may incur or be subject to as a result of a breach of clause 7.13.

7.15 In the event the Customer is in breach of contract by terminating the Contract for IT Support Services otherwise than in accordance with clause 7.3, the Customer shall pay Intalex Ltd as liquidated damages an amount equal to the Charges the Customer would have been liable to pay to Intalex Ltd for the period that the Contract would have had left to run if the Customer had instead terminated it at the earliest following opportunity without being in breach of the Contract.

7.16 The following provisions of this clause 7.16 shall apply if after the Connection Date the Customer terminates the Contract for IT Support Services in breach of contract prior to the expiry of the Minimum Term or the Extended Terms as the case may be

(a) In this clause 7.16 Remainder of the Term means (where the Customer terminates or is deemed to have terminated the Contract in breach of contract), then early termination fees will apply and may exceed £7500.00.

(b) In addition to early termination fees, the customer will pay a fee for each service as follows:

(i) £100 per workstation covered under IT Services Support Agreement

7.17 Introduction Fees and Non-Solicitation of Intalex Ltd Employees (a)In this clause 7.17 the following terms are defined as follows; “Helpdesk Service” the service provided by Intalex Ltd to Customers by which Intalex Ltd provides assistance to the Customer in respect of IT matters by telephone and/or remote electronic access. “Restricted Intalex Ltd Employee” means an employee or former employee who has as an employee of Intalex Ltd:

• attended the premises of the Customer in connection with the provision of the IT Support Services to the Customer; or
• personally provided IT Support Services directly to the Customer via the Helpdesk Service; or
• both attended the premises of the Customer in connection with the provision of the IT Support Services to the Customer and personally provided IT Support Services directly to the Customer via the Helpdesk Service

“Relevant Date” the last occurring of:

the date when the Restricted Intalex Ltd Employee last attended the premises of the Customer in connection with the provision of the IT Support Services to the Customer; and the date when the Restricted Intalex Ltd Employee last provided the IT Support Services to the Customer via the Helpdesk Service.

(b) The Customer shall not without the express written consent of Intalex Ltd within 12 months from the Relevant Date employ, recruit, hire or otherwise engage a Restricted Intalex Ltd Employee.

(c) If contrary to the provisions of clause 7.17(b) the Customer (or any subsidiary; parent or associated company of the Customer) does employ, recruit, hire or otherwise engage a Restricted Intalex Ltd Employee without the prior written consent of Intalex Ltd then by way of an introduction fee the Customer shall pay to Intalex Ltd an amount equal to the greater of; (i) 50% of the remuneration paid to the Restricted Intalex Ltd Employee by Intalex Ltd in the preceding 12 calendar months prior to the Relevant Date; or

(ii) the sum of £12,500 such sums exclusive of VAT which if applicable is payable in addition.

d)If the Customer (or any subsidiary; parent or associated company of the Customer) does employ, recruit, hire or otherwise engage a Restricted Intalex Ltd Employee without the prior written consent of Intalex Ltd then the Customer will, by way of liquidated damages, pay to Intalex Ltd an amount equal to the greater of those amounts calculated or set out in clauses and 7.17(c).

 

 

8. TERMS APPLICABLE TO MICROSOFT OFFICE 365

“Microsoft” means Microsoft Ireland Operation Limited “Microsoft Customer Agreement” the agreement between Microsoft and the Customer made available to the Customer via the Customer’s Microsoft Tenancy “Microsoft Licence” the licence granted to the Customer by Microsoft for the use of Microsoft 365 licenses, features and services.

8.1 Microsoft 365 is made available to the Customer by Intalex Ltd as the reseller for Microsoft products. The Customer acknowledges that the Microsoft 365 product shall be supplied under and in accordance with the relevant Microsoft Licence and the licence fee shall be included in the Charges. The terms associated with the use by the Customer of Microsoft 365 are governed by this Contract and the Microsoft Customer Agreement.

8.2 The Customer hereby acknowledges and accepts that they have subscribed to the Microsoft Licence for the term stated in this Order Form, and that this is a minimum term which is not cancellable for any reason (Subscription Term).

8.3 The supply of the Microsoft Services shall commence on the Commencement Date and continue for the Subscription Term and any additional period as set out under clause 8.5.

8.4 The Customer acknowledges that Intalex Ltd shall provide Microsoft 365 Services in line with the Intalex Master Services Agreement for the agreed term, and that the provision of these services is subject to the terms and conditions set out therein.

8.5 Subject to clause 2.1, the supply of the Microsoft 365 Services Contract shall commence on the Commencement Date and shall continue for the Minimum Term and thereafter automatically renew for further terms equal to the original Minimum Term (the “Extended Term”), except where the subscription is monthly, in which case the contract shall renew on a monthly basis.

The Customer may terminate the Microsoft 365 Services Contract by submitting a formal cancellation request either through the Intalex Helpdesk ticketing system or via the Intalex Client Portal. Cancellation requests made by any other means will not be valid unless expressly agreed in writing by Intalex Ltd.

Termination notice requirements are as follows:

For annual or fixed-term subscriptions, the cancellation request must be submitted at least 90 days prior to the expiry of the Minimum Term or any Extended Term;

For monthly subscriptions, the cancellation request may be submitted at any time but must be received before the start of the next monthly billing period. Cancellation will take effect at the end of the current monthly billing period.

Failure to submit cancellation notice in accordance with these requirements will result in automatic renewal of the subscription for the applicable term.

8.6 Microsoft cloud subscription services are based on the prevailing RRP and competency rebates. This includes Microsoft 365, Microsoft Azure, and Microsoft Dynamics 365. Pricing is therefore subject to any alterations levied by the vendor at term renewal.

8.7 The customer may increase, but may not decrease, the number of subscriptions to Microsoft 365 and any such additional subscriptions shall be subject to clauses 8.2 and clause 8.5 For the avoidance of doubt, the applicable Subscription Term for any additional subscriptions shall be determined by the relevant product identification code assigned by Microsoft.

8.8 The customer hereby confirms they have reviewed and accepted the Microsoft Customer Agreement and will comply with the terms of the Microsoft Licence.

8.9 The Customer will indemnify, keep indemnified and hold harmless Intalex Ltd in full against all losses, liability, damages, costs, claims and expenses (including reasonable legal fees and expert fees) in relation to any claim by Microsoft or any third party arising out of or in connection with any breach of the terms of the Microsoft Licence or this Contract by the Customer and its officers, directors, employees, agents and contractors. Intalex Ltd Standard Terms and Conditions for Contracts dated on or after 1st August 2025.

8.10 The Customer acknowledges that orders for Microsoft 365 licenses may be placed via Intalex Ltd’s Helpdesk system or Intalex Client Portal (as defined in Clause 3.18) and that such orders shall be deemed valid and binding for the purposes of this Contract.

 

 

 

9. TERMS APPLICABLE TO CYBER SECURITY MANAGED SERVICES.

9.1 In respect of the provision of the Cyber Security Managed Services, to ensure effective delivery of the Cyber Security Managed Services by Intalex Ltd the Customer must promptly action the onboarding instructions issued to them upon completion of the Order Form. This includes but is not limited to the Customer’s provision of its end users’ email addresses (user list request) and the safelisting of Intalex Ltd sending IPs (safelisting instructions). Such safelisting instructions will be emailed to the Customer within 5 Business Days of the date of the Order Form.

9.2 A failure to comply with clause 9.1 may cause a delay to the delivery of the Cyber Security Managed Services. Intalex Ltd will not be liable for any delay or failure to provide the Services if this is caused by the Customer’s failure to comply with clause 9.1 and the Customer shall not be entitled to terminate the Cyber Security Managed Services once an Order has been completed.

9.3 The supply of the Cyber Security Managed Services shall commence on the Commencement Date and continue for the Minimum Term and any additional period as set out under clause 9.4.

9.4 Subject to clause 2.1, supply of the Cyber Security Managed Services Contract shall commence on the Commencement Date and shall continue for the Minimum Term and thereafter the Cyber Security Managed Services Contract shall automatically continue for a further minimum term equal to that of the original, known as “Extended Term”, and continue in this manner for further Extended Terms until the contract is cancelled. A party may give notice in writing to the other party no later than 90 days before the end of the Minimum Term or the relevant Extended Term, to terminate the Cyber Security Managed Services Contract at the end of the Minimum Term or the relevant Extended Term, as the case may be.

 

 

 

10. TERMS APPLICABLE TO MOBILE SERVICES

10.1 For the purpose of the Mobile Services, the following terms shall have the following meanings:

Airtime Provider: the relevant mobile network operator or wireless communications service provider.

Connection: connection to any Airtime Provider’s network. Hardware Fund: the fund allocated to the Customer to allow it to purchase equipment in connection with the Mobile Services.

Retail Mobile Services: the mobile services to be provided by Intalex Ltd to the Customer, where the Customer is directly contracted with an Airtime Provider.

Support Hours: Monday – Friday (excluding Bank Holidays) 09:00 to 17:30 (GMT).

Wholesale Mobile Services: the mobile services to be provided by Intalex Ltd to the Customer, where the Customer is directly contracted with Intalex Ltd and not an Airtime Provider.

10.2 Subject to clauses 2.2 and 8.5, the supply of the Mobile Services shall commence:

(a)In the case of Wholesale Mobile Services on the Commencement Date and continue for the Minimum Term and any additional period as set out under clauses 10.3 and 10.4;

(b)In the case of Retail Mobile Services on the date the contract between the Customer and the Airtime Provider is signed by the Customer and processed by the Airtime Provider and continue until it expires, is terminated by the Airtime Provider, or the Customer is otherwise released from the contract by the Airtime Provider.

10.3 The Mobile Services Contract shall continue following the end of the Minimum Term unless or until the Customer terminates by giving not less than 30 days’ notice in writing to Intalex Ltd, such notice to expire no earlier than the end of the Minimum Term.

10.4 The provision of any Mobile Services by Intalex Ltd under a Mobile Services Contract is conditional on:

(a)the Customer providing to Intalex Ltd to its satisfaction accurate information and data to enable Intalex Ltd to provide Mobile Services; (b)Network coverage;

(c)Availability of equipment.

10.5 Subject to the Customer’s payment of the Charges, Intalex Ltd will provide support for the Mobile Services to the Customer as follows:

(a) In the case of Wholesale Mobile Services, remote support during Support Hours, unless otherwise agreed between Intalex Ltd and the Customer with onsite support being chargeable;

(b) In the case of Retail Mobile Services, limited support during Support Hours in accordance with the Airtime Provider’s terms with on-site support being chargeable. 10.6 Intalex Ltd shall operate and maintain a telephone helpdesk to receive and process any requests for support in respect of the Mobile Services.

10.7 In relation to the use of the Mobile Services the Customer agrees:

(a) that any support for the Mobile Services shall be provided by Intalex Ltd remotely, unless otherwise agreed;

(b) to keep their data backed-up and ensure that software updates are maintained;

(c) to make available such personnel of the Customer with appropriate skills, knowledge and authority to assist Intalex Ltd in the diagnosis of faults and the implementation of reasonable instructions intended to rectify or prevent recurrence of faults.

(d)that the use by the Customer of any online management and/or billing portals is the Customer’s own responsibility and risk and the Customer shall be responsible for any charges that occur or services that may be disrupted as a result of such use. 10.8 The Customer acknowledges and agrees that:

(a) Intalex Ltd bears no responsibility for and will not be liable for any loss suffered by the Customer as a result of any fault that is caused by an error or defect in the network or software;

(b) the sole responsibility of Intalex Ltd in respect of any issues with hardware supplied under or in connection with the Mobile Services shall be to diagnose faults in the hardware. The correction of any faults in the hardware shall be undertaken in accordance with the manufacturer’s warranty;

(c) Intalex Ltd will not be liable for any loss of data, loss of productivity or financial losses incurred due to incomplete or corrupt back- ups of data or back-up procedures, network outages, or errors, failures or defects in the operating system;

(d) in recognition of the fact that Intalex Ltd may be entitled to receive payments from the Airtime Provider as a result of the Customer taking up the Mobile Services, the Customer will remain liable to Intalex Ltd and shall not avoid liability to Intalex Ltd if the Airtime Provider releases the Customer from its contract for any reason, including (without limitation) if the Customer is released due to an error on the part of the Airtime Provider where the Customer has signed for two years. 10.9 Intalex Ltd warrants to the Customer that the Mobile Services will be rendered by personnel with appropriate skills and experience to provide the Mobile Services. The Customer agrees that Intalex Ltd cannot guarantee that the Mobile Services will work without interruption or error. Any interruption, fault or error must be notified to Intalex Ltd using the telephone helpdesk referred to in clause 10.6. The warranties provided by Intalex Ltd in clause 3.4 and this clause 10.10 shall be in lieu of and shall operate to exclude any other condition or warranty whether express or implied by law as to the provision of the Mobile Services.

10.10 The Customer warrants to Intalex Ltd that, where Intalex Ltd provides the Mobile Services and the Customer uses equipment it owns or has the benefit of using, the Customer either owns such equipment or has a valid right to use it, and the Customer further warrants that it is the Customer’s responsibility to ensure any such equipment works and is suitable as is for the Customer to receive and/or use the Mobile Services. By way of example and without limitation, the Customer must check and ensure that any handset it proposes to use is unlocked and this shall not be the responsibility of Intalex Ltd

10.11 Notwithstanding any other provision of these Conditions, Intalex Ltd shall not be liable to the Customer in contract, tort (including negligence) or otherwise for any acts or omissions of the Airtime Provider that may (wholly or partially) cause, impact or result in any interruption, fault error with or withdrawal of (temporarily or permanently) the Mobile Services.

10.12 The Customer will fully indemnify and hold harmless Intalex Ltd against all costs, expenses, liabilities, losses, damages and judgments that Intalex Ltd may incur or be subject to as a result of a breach of clause 10.10.

10.13 Other than Equipment purchased by the Customer or Equipment that is given by Intalex Ltd to the Customer for no charge, any Equipment supplied or installed by Intalex Ltd to the Customer in connection with the Mobile Services (including but not limited to SIMs, handsets and any subsidised equipment) shall at all times remain the property of Intalex Ltd The provisions of Clause 4.3 shall apply to all such Equipment. The Customer shall return such Equipment to Intalex Ltd immediately on request or cessation of the provision of Mobile Services and the Customer shall be liable for costs, losses, damages and expenses incurred by Intalex Ltd for the repair, recovery and replacement of such equipment.

10.14 Upon termination of the Mobile Services Contract (for whatever reason and save in respect of Equipment purchased by the Customer or Equipment that is given by Intalex Ltd to the Customer for no charge), the Customer shall return any Equipment installed or supplied by Intalex Ltd to the Customer in connection with the Mobile Services at the Customer’s cost. If such Equipment is not returned within seven days following the termination of the Mobile Services Contract, Intalex Ltd reserves the right to charge the Customer a fee in respect of each item of Equipment, such fee being the full market value of the Equipment at the time of being supplied to the Customer.

10.15 In relation to any equipment that is supplied or installed by Intalex Ltd to the Customer in connection with the Mobile Services hereunder, except for equipment purchased by the Customer or Equipment that is given by Intalex Ltd to the Customer for no charge, the following shall apply:

(a) The Customer shall notify Intalex Ltd in writing within three Business Days of receipt if any of the equipment is damaged, or if the order has been incorrectly fulfilled;

(b) Intalex Ltd is not obliged to offer the Customer a refund, exchange or credit to the Hardware Fund in the event that equipment is ordered by the Customer in error;

(c) Intalex Ltd is not obliged to agree to any upgrades to the equipment it supplies to the Customer at any time, including during or after the Minimum Term (if applicable) but if it does, Intalex Ltd shall be entitled to extend the Minimum Term;

(d) The supply of equipment by Intalex Ltd to the Customer shall be subject to availability. 10.16 Any Hardware Fund and any equipment supplied that has been charged to a Hardware Fund, are supplied by Intalex Ltd in return that the Customer completes the Minimum Term or the minimum period of the corresponding contract with the Airtime Provider, as applicable.

10.17 Where the Mobile Services Contract completes the Minimum Term or minimum period of the corresponding contract with the Air time Provider, as applicable, then full title of any handsets supplied by Intalex Ltd shall transfer to the Customer and the Customer shall have no right to claim any outstanding amounts held by Intalex Ltd in the Hardware Fund.

10.18 At the end of the Minimum Term or the minimum period of the corresponding contract with the Airtime Provider, as applicable, should the Customer’s Hardware Fund be in a negative position then the Customer acknowledges and agrees to Intalex Ltd invoicing the full balance of the negative amount, and to pay that amount in line with Intalex Ltds’ standard payment terms.

10.19 Where the Customer terminates any Connection prior to the expiry of that Connection’s minimum period, the Customer shall pay to Intalex Ltd a lump sum termination payment calculated as the total amount of the Hardware Fund initially provided to the Customer at the point of connection or renewal, as applicable, minus any unspent amount currently held by Intalex Ltd

10.20 Where the Customer terminates any Connection prior to the expiry of that Connection’s minimum period and the Hardware Fund has been fully utilised by the Customer, the Customer shall pay to Intalex Ltd a lump sum equal to the Hardware Fund provided for the Connection(s) in question, based on the value of the Hardware Fund provided at the commencement of the current minimum period.

10.21 Where the Customer terminates any Connection prior to the expiry of that Connection’s minimum period and equipment has been supplied either free of charge or at a reduced rate, the Customer shall pay to Intalex Ltd a lump sum equal to the equipment provided for the Connection(s) in question, based on the market value of the equipment provided at the commencement of the current minimum period.

10.22 The sums stipulated in clauses 10.19, 10.20 and 10.21 will be charged in addition to any cancellation fees applicable in accordance with clause 13 and any contractual early termination fees imposed by either Intalex Ltd, or the applicable Airtime Provider in relation to the contract with said Airtime Provider, for the remainder of the Minimum Term.

10.23 Where the Customer terminates any Connection prior to the expiry of the Minimum Term, the Customer shall be subject to a claw-back by Intalex Ltd of any discount that was conditional on the Customer completing the Minimum Term.

 

 

11. TERMS APPLICABLE TO SECURITY SERVICES

11.1. Definitions

(a) “Contract” means a contract created by the acceptance of the Order and which incorporates these conditions and any special conditions detailed in the Order made between the Customer and Intalex Ltd the management of the Equipment and the provision of the Services.

(b) “Critical Failure” means a failure which prevents the Managing of the whole site.

(c) “Non-critical Failure” means any failure other than a Critical Failure.

(d) “Managing Station” means the Managing station of Intalex Ltd (e)”Equipment” means CCTV equipment together with associated detectors and any other equipment used as part of a detector- activated CCTV system installed at the Managed Premises and connected to the Managing Station by way of the data network or other recognised transmission system.

(f)”Key holder” means the person or persons specified as key holders in the Application for Remote Managing.

(g)”Managed Premises” means the premises specified in the Contract.

(h) “The Managing Service” means the services detailed in clause 2 & 3.

(i) “Managing Hours” means the Intalex Ltd hours of operation of the Managing Station; Monday to Friday 8:30am to 5:30pm.

(j) “Fault” means any failure, malfunction, or repeated activation of the Equipment by any acts, omissions or incidents which are not the result of unauthorised intrusion of the Managed Premises and including any failure of the power supply or lighting system installed at the Managed Premises.

(k) “Application for Remote Managing” means the application form for remote Managing detailing the site to be Managed, Key holder contact details, Managing times and other site- specific information.

(l) The headings in this Agreement are for convenience only and shall not affect its interpretation.

(m) Unless the context otherwise requires reference to any clause, sub-clause or schedule is to a clause, sub-clause, or schedule (as the case may be) of or to this agreement.

11.2 The Service

This means maintenance of any installed Equipment, including the activity upon receipt of any agreed alerting, access & provision of file recordings upon request, and upkeep of associated connectivity by the Managing Station.

11.3 Intalex Ltd Communications Obligations

(a) Intalex Ltd agrees that during the currency of this Agreement it will manage the Managing Service. The Managing Service means: All alarms received from the Equipment during the Managing Hours will be Managed by Intalex Ltd personnel at the Intalex Ltd Managing Station for evidence of intrusion, theft or damage to the property being Managed. The Managing Service shall, unless otherwise agreed in writing by Intalex Ltd, be limited to the purposes specified in this sub-clause and Intalex Ltd shall have no obligation or liability to follow the steps referred to in clause 3.c in the event of transmissions being received that show activities other than intrusion, theft or damage to the Managed Premises.

(b) Use reasonable endeavours to contact the Key holder on the telephone number(s) provided in the Application for Remote Managing.

(c) In the event of an incident Intalex Ltd will provide the Customer, upon request, the exported recordings from specified Equipment, in the requested timescales, where these recordings are available and in accordance with contracted target timescales.

(d) Intalex Ltd may temporarily isolate and suspend any detector(s) which is/are causing multiple false alarms.

(e) In the event of a system fault or Customer callout Intalex Ltd shall best-case respond as follows:

(i) Critical Failure – Intalex Ltd will attend on site or remotely within two working days.

(ii) Non-critical failure – Intalex Ltd will attend on site or remotely within three working days.

(f) Intalex Ltd shall maintain associated connectivity relevant to the remote access of the Equipment, including initiating the remedial works in the event of any outages, in accordance with our Standard Terms which are available here.

(g) Before the service commences, Intalex Ltd will complete an asset list if the Equipment is already in-situ. Details on the Equipment must be always kept up to date. Where remote access is initially unavailable, Intalex Ltd will attend site to catalogue this Equipment and any faulty hardware at inception will not be covered by this agreement. Additional charges will apply as shown in section 5.g below.

(h) In the event of Equipment being chosen and paid to be replaced in full by the Customer, Intalex Ltd will decommission the existing Equipment as part of the flow path of replacement, without obligation to make good on any incidental damage caused. The customer may keep the former file storage device and at this juncture becomes the responsibility of the customer to manage on an ongoing basis.

(i) Intalex Ltd will ensure that all recordings are data and time stamped.

11.4 Customer Obligations

(a) Queries around this managed service and maintenance agreement are to be responded to within 3 working days of receipt by e-mail or phone, otherwise we will take it as gratis that they are understood and agreed.

(b) In the event that the Equipment needs to be relocated or decommissioned the Customer will give Intalex Ltd the following days’ notice:

Relocation of existing equipment – 3 working days’ notice and in some cases subject to site survey, where deemed appropriate by Intalex Ltd On-site engineering for adjustments will be charged as set out in clause 5.

Decommissioning of existing Equipment in the event of purchased replacement through Intalex Ltd – We require 30 days’ notice unless otherwise agreed.

(c) The Customer will not move the Equipment nor allow the Equipment to be moved or otherwise interfered with without specific approval from Intalex Ltd In the event that the Equipment is moved except with such approval Intalex Ltd shall have no liability whatsoever to the Customer until the Equipment has been reconfigured by Intalex Ltd Charges may occur for engineering resource as shown in section G below.

(d) The Customer will notify Intalex Ltd promptly of the following:

Any change in the use of the Managed Premises or any part there of;

Any material changes in risk levels or values; and

Any changes to construction work and/or site layouts

(e) The Customer shall notify Intalex Ltd of the course of action to be taken in the event of unauthorised opening outside of the agreed times and shall notify Intalex Ltd of any intended alterations.

(f) The Customer shall carry out any necessary maintenance or remedial works to prevent unnecessary false alarms; for example, fixing flapping material, trimming shrubs, clearing litter, moving lighting or carrying out other maintenance tasks as may be required by Intalex Ltd from time to time.

(g) The Customer shall take all reasonable precautions to minimise the risk of loss.

(h) The Customer acknowledges that the Managed Service is not intended to, nor is it capable of, preventing loss damage or injury arising from ‘smash and grab’ raids or other similar types of incidents at the Managed Premises.

(i) The Customer agrees to maintain the Equipment in good operating condition, repair and appearance, and protect it from deterioration, other than normal wear and tear.

(j) Where it is agreed that the Customer will provide lighting to the Managed Premises the Customer shall maintain such lighting system in good working order to the reasonable satisfaction of Intalex Ltd and in any event to a standard which will enable the Equipment to display an adequate picture of the Managed Premises.

(k) The Customer will allow Intalex Ltd to maintain the Equipment at any time and to enter the Managed Premises for this purpose or to collect the Equipment on the termination of the Contract.

(l)In the event of any incident the Customer will notify Intalex Ltd of any information as soon as possible or within 4 days of the event.

(m)The Customer must maintain a constant power supply to the system where required, failure to do so may result in additional charges being made. This may also affect the performance of the system and effect overall service.

(n) The Customer provides contact details for a key holder to this site who can respond within 20 minutes (as per ACPO guidelines), if appropriate. If there is a change to the designated key holder the Customer will notify Intalex Ltd on the same day the change is made.

(o) Complaints process – please email any complaints to feedback@intalex.uk

(p) The customer will be responsible for obtaining and managing, where appropriate, a Police Unique Registration Number (URN) specific to each site and will perform any necessary liaison with the authorities.

(q) The Customer agrees to mount signage in key positions at the Managed Premises that inform persons that CCTV is in operation.

11.5 Additional Charges Intalex Ltd reserves the right to apply additional charges in the following circumstances:

(a) Disruption to power supply through damage or neglect (b)Unauthorised movement of equipment

(c) Damage to equipment due to failure to maintain equipment as set out in clause 11.4(i) above

(d) Installation or removal of Equipment not being possible by normal means or outside of working hours

(e) Any persistent or material failure to comply with the Customer Obligations set out above

(f) Requests for footage which requires an engineer visit are charged at £150 for the first hour & £87.50 per hour thereafter

(g)On-site engineering works outside of requests for footage are charged at £150 for the first hour & £87.50 per hour thereafter

(h)Where a site visit is required due to the disconnection or removal of the 24-hour power supply required for equipment, engineering charges will apply as shown in 5.g above If we are unable to deliver on date agreed due to any related customer problems then engineering charges will apply as shown in G above.

11.6 Equipment.

(a) Ownership of the Equipment shall remain with the Customer where Intalex Ltd provides support for pre-existing Equipment or where any new Equipment/replacement Equipment is paid upfront in full.

(b) Where Intalex Ltd supplied Equipment under a lease rental agreement unless retention of title is paid the Equipment remains the property of Intalex Ltd

11.7 Termination

(a) During the Minimum Term, the Customer may terminate this Agreement at any time by giving 90 days’ notice to Intalex Ltd in writing or via email to sales@intalex.uk.

(b) Subject to clause 2.1, supply of the Security Services Contract shall commence on the Commencement Date and shall continue for the Minimum Term and thereafter the Security Services Contract shall automatically continue for a further minimum term equal to that of the original, known as “Extended Term”, and continue in this manner for further Extended Terms until the contract is cancelled. A party may give notice in writing to the other party no later than 90 days before the end of the Minimum Term or the relevant Extended Term, to terminate the Security Services Contract at the end of the Minimum Term or the relevant Extended Term, as the case may be.

(c) Where customers do not fulfil the minimum service period, they will still remain liable for payment of the full contract duration.

(d) In such circumstances were Intalex Ltd are unable to continue the Managing or service for any reason all outstanding invoices owed by the customer will still be required to be paid in full. This would not relate to any future service or agreement term.

(e) Where payment is not received within normal contract terms from the Customer Intalex Ltd, will invoice payment against the remaining minimum contract term. During the time of notification of this and payment receipt.

11.8 Liability

(a) Intalex Ltd accept no liability of loss, damage or other damage inflicted on the Managed site resulting from any form of intrusion, theft, fire, or flood. The service provided is purely for the potential detection of such incidents, but by no means a preventative measure.

(b) Intalex Ltd shall have no Liability to the Customer if any charges or monies due in respect of the Equipment and the Service have not been paid in full and cleared funds by the due date for payment. Any claims on the Customers own insurance policies will not waiver their obligations under this agreement, the Customer must maintain payment of monies owed, failure to do so will lead to suspension of the account and Managing services.

(c) Intalex Ltd shall have no liability to the Customer for any losses whether arising from breach of contract, tort (including but not limited to negligence), or otherwise, and whether flowing naturally and directly from such breach, negligence or other cause, or not, for loss of revenue, loss of profit, loss of anticipated saving, loss of goodwill or loss of reputation; economic and/or other similar losses; special damages, indirect losses and/or consequential losses; and/or business interruption, loss of business, contracts and/or opportunity.

(d) Nothing in this Contract shall exclude or limit Intalex Ltd liability for death or personal injury due to Intalex Ltd negligence nor exclude or limit any other type of liability which it is not permitted to exclude or limit as a matter of law.

(e) Intalex Ltd shall have no liability to the Customer in the event that the Customer’s Obligations have not been fulfilled.

(f) The Customer shall be liable for and shall indemnify Intalex Ltd against any loss or damage to the Equipment whilst the Managed Premises are under the responsibility of the Customer. For the avoidance of doubt this will be for all times where the premises are not being Managed by Intalex Ltd according to the periods set out in the Application for Remote Managing or as otherwise instructed by the Customer.

(g) Intalex Ltd shall have no liability to the Customer in the event of failure of the 3G,4G or 5G network or other transmission service not under the control of Intalex Ltd

(h) Intalex Ltd shall have no liability in the event that the Key holder or Police cannot be contacted.

(i) Intalex Ltd shall be under no liability whatever in the event of a partial suspension of the Managing Service in accordance with clause11eabove.

(j) Intalex Ltd accepts no liability for third party systems which fail to meet the Customers reasonable expectations, unless Intalex Ltd is the original system installer.

11.9 Non-Exclusive Service

The Customer acknowledges that the Managing Station will not exclusively serve the Managed Premises and that Intalex Ltd will provide similar services to other customers and transmission from those customer’s premises will also be Managed at the Managing Station.

11.10 Rights Cumulative

All rights granted to either of the parties shall be cumulative and no exercise by either of the parties of any right under this Agreement shall restrict or prejudice the exercise of any other right granted by this Agreement or otherwise available to it.

11.11 Waiver

The failure by either party to enforce at any time or for any period any one or more of the terms or conditions of this Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Agreement.

11.12 Assignment

Intalex Ltd may assign this contract without the permission of the Customer. The Customer may assign this contract with the permission of Intalex Ltd which will not be unreasonably withheld.

11.13 Modification of this Agreement

Any changes to this agreement must be agreed in writing by authorised representatives of Intalex Ltd and the Customer.

11.14 Notices

Except where otherwise provided in this Agreement any notice given pursuant to this agreement shall be in writing and shall be sufficiently given to any party if sent by first class prepaid post addressed to that party at the address of that party set out at in this agreement (or any alternative address notified by that party in accordance with this clause) and any notice so given shall be deemed (unless the contrary is proved) to have been effected at the time at which the letter would be delivered in the ordinary course of post.

In the event that notification is sent under the terms of this Agreement by fax or e-mail then unless such communication is returned undelivered notice shall be deemed to have been affected at the time of transmission of such fax or e-mail.

11.15 Law and Jurisdiction

This agreement shall be governed by English law and the parties hereby agree to submit to the jurisdiction of the English Courts.

11.16 Force Majeure

In this clause Force Majeure has the meaning of certain acts, events or circumstances beyond the control of the parties, for example natural disasters. Party is defined as either the Customer or Intalex Ltd

The Party affected by Force Majeure shall not assume any liability under this Agreement. However, subject to the Party affected by Force Majeure having taken its reasonable and practicable efforts to perform this Agreement, the Party claiming for exemption of the liabilities may only be exempted from performing such liability as within limitation of the part performance delayed or prevented by Force Majeure. Once causes for such exemption of liabilities are rectified and remedied, both parties agree to resume performance of this Agreement with their best efforts.

11.17 Data Protection

Both the Customer and Intalex Ltd agree to comply with all applicable requirements of the Data Protection Act 2018, UK GDPR and where applicable the General Data Protection Regulation (EU) 2016/679.

The Customer agrees not to use any exported footage for any purpose other than set out in this agreement i.e., law enforcement purposes, such as the prevention, investigation, and detection of crime. Where the data is provided to the Customer the Customer becomes the joint controller.

Intalex Ltd is the data controller as defined in the aforementioned laws. Intalex Ltd will only hold personal data for the purpose it is needed for in accordance with our retention schedule. For CCTV recordings this is ordinarily 31 days.

Intalex Ltd will take responsibility to responding to any Data Subject Access Requests.

Intalex Ltd is registered with the Information Commissioner’s Office under registration number ZA929051. Further details on how Intalex Ltd process personal data can be located in our privacy policy which is available here: https://www.intalex.uk/privacy-policy Intalex Ltd has implemented a disclosure policy and restricts staff and systems so only authorised staff have access to CCTV footage. Both Intalex Ltd and the Customer agree and acknowledge that recording public conversations is strictly prohibited and Equipment will not be placed in any area where recording public conversations may be heard.

 

 

12. GENERAL TERMS APPLICABLE AND OBLIGATIONS TO ALL SERVICES

12.1 In relation to the Services, the Customer:

(a)shall ensure that the terms of the Order and any information it provides in the Specification are complete and accurate;

(b)shall co-operate with Intalex Ltd in all matters relating to the relevant Services;

(c) shall provide Intalex Ltd, its employees, agents, consultants, and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by Intalex Ltd;

(d) shall provide Intalex Ltd with such information and materials as Intalex Ltd may reasonably require in order to supply the relevant Services and/or Equipment, and ensure that such information is accurate in all material respects;

(e) shall prepare its premises for the supply of the relevant Services (where applicable);

(f) shall obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start (where applicable);

(g) agrees that Intalex Ltd may from time to time monitor or record calls made to Intalex Ltd or by Intalex Ltd to improve customer service, for training or for marketing purposes;

(h) agrees that Intalex Ltd shall not be liable or responsible for any failure or delay in the Services due to or in connection with any third-party infrastructure applicable to the supply of any Services;

(i) agrees to co-operate with any criminal investigations or any investigation of any regulatory body that is applicable to the supply of any of the Services;

(j) be responsible for ensuring the accuracy of all specifications, drawings, sketches, plans, descriptions, and instructions provided to Intalex Ltd in connection with the supply of any Services and/or Equipment; and

(k) shall comply with all Service Specific Conditions.

12.2 The Customer is responsible and shall be liable to Intalex Ltd for the use of the Services including for any Charges incurred, by the actions of any of its employees and any other person who has been given access to use the Services by the Customer and any person who gains access to use the Services for fraudulent purposes including in each case where such use was not authorised by the Customer. The Customer is strongly advised to install robust and effective security provisions to prevent unauthorised and/or fraudulent use.

12.3 If Intalex Ltd’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission of the Customer or failure by the Customer to perform any relevant obligation or comply with any obligation or policy under the Conditions:

(a) Intalex Ltd shall without limiting its other rights or remedies have the right to suspend performance of any Service until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent that the Customer Default prevents or delays Intalex Ltd’s performance of any of its obligations;

(b) Intalex Ltd shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Intalex Ltd’s failure or delay performing any of its obligations as set out in this clause 12.3; and

(c) the Customer shall reimburse Intalex Ltd on written demand for any costs or losses sustained or incurred by Intalex Ltd arising directly or indirectly from the Customer Default. 12.4 Without prejudice to clause 12.3 or any other remedy available to Intalex Ltd, Intalex Ltd shall be entitled to suspend the performance of any Service or terminate the Contract relating to the relevant Service without further liability to the Customer if Intalex Ltd:

(a)is obliged to comply with any order, instruction, or request of any competent governmental body;

(b)terminates the provision of telecommunications services; (c)in its reasonable opinion, Intalex Ltd or the Carrier believes the Service are being used fraudulently or unlawfully; or

(d)in its reasonable opinion Intalex Ltd or the Carrier needs to carry out improvements or repairs to any networks or equipment relating to the applicable Services.

12.5 Intalex Ltd may at its sole discretion refuse to provide support in respect of the relevant Services and/or support any Equipment if the Customer fails to pay one or more invoice by the relevant due date, and the Customer acknowledges and agrees that any such support may be withheld until Intalex Ltd is satisfied that any outstanding payment has been made or outstanding balance rectified.

12.6 Intalex Ltd shall not be liable for any charges resulting from or in connection with fraudulent or unauthorised use of a Service and/or Equipment and the Customer shall be responsible for and pay all charges, costs, fees and expenses resulting from or in connection with any fraudulent or unauthorised use of any Service and/or Equipment.

12.7 Intalex Ltd shall automatically apply an annual increase in Charges based on the Retail Price Index (RPI) plus 3.9%. Intalex Ltd uses the RPI figure published by the Office for National Statistics. In the event that the rate of the RPI is negative, Intalex Ltd will only increase the Charges by 3.9% in the relevant year. For example, a previous monthly charge of £100 +VAT would become £109.30 assuming an RPI of 5.4%. Any such increases affected by RPI will be applied to the customer’s invoice. In such circumstances the customer can terminate the agreement, however termination fees will apply.

 

 

 

13. PAYMENT & CHARGES FOR SERVICES

13.1 The Charges for the Services and/or the Equipment shall be charged to and payable by the Customer in accordance with this clause 13 and in the case of Data Services and Fixed Network Services in accordance with this clause 13 and clause 14.

13.2 The Charges for the Equipment and Installation Services shall be as specified in the Order Form and calculated in accordance with these Conditions. Except as otherwise specified in the Order Form, Charges for Equipment and Installation Services shall be payable on Delivery.

13.3 The Customer shall pay any deposit specified in the Order Form within seven days of submitting the Order Form to Intalex Ltd

13.4 The Charges for the Maintenance Services shall be as specified in the Order Form and calculated in accordance with these Conditions. Except as otherwise specified in the Order Form, Charges for Maintenance Services shall be payable monthly in advance with the first payment due on the Commencement Date and continuing to be payable thereafter on each anniversary of the Commencement Date.

13.5 Where clause 4.10 applies in relation to Maintenance Services, Intalex Ltd shall be entitled to make such additional charges as are calculated in accordance with the Tariff.

13.6 Intalex Ltd may charge the Customer a call out fee, charges of which are outlined under 11.5(g) where such a call out occurs based on incorrect information being provided to Intalex Ltd or where a call out occurs but the operative is unable to gain access to the premises within the times notified to the Customer for the call out.

13.7 The Charges for the Support Services shall be as specified in the Order Form and calculated in accordance with these Conditions. Except as otherwise specified in the Order Form or these Conditions, Charges for Support Services shall be payable monthly in advance with the first payment due on the Commencement Date and continuing to be payable each month thereafter on the anniversary of the Commencement Date.

13.8 Where Support Services are provided during Out of Hours or at the Customer’s premises (or such location as is required by the Customer), the Charges shall be calculated by reference to the applicable hourly rates specified in the Order Form, or, if not stated in the Order Form, such hourly rates as specified in the Tariff. Intalex Ltd may invoice the Customer in respect of such services rendered, immediately after their provision.

13.9 Where clause 7.11 applies in relation to the Support Services, Intalex Ltd shall be entitled to make such additional charges as are calculated in accordance with or stipulated in the Tariff.

13.10 Intalex Ltd shall not increase the monthly charge or its hourly rates in respect of the Support Services unless the Customer’s network or user count has increased and at which point, any increase would need to be agreed by both parties prior to any increase being applied. The Customer’s network and user count will be reviewed by Intalex Ltd every six months from the Commencement Date.

13.11 Where Charges are calculated according to the Customer’s usage, such usage shall be determined by reference to data recorded or logged by Intalex Ltd and not by reference to any data recorded or logged by the Customer.

13.12 The provisions of this clause apply to any proposed increase in the Charges other than those referred to in clause 13.3 below (which reflect an increase caused by regulatory changes in respect of which the provisions of clause 13.15 apply). Intalex Ltd reserves the right to increase its Charges for any Service (including without limitation by revising any Tariff).

13.14 Intalex Ltd will give the Customer written notice of any such increase not less than 30 days before the proposed date of the increase.

13.15 Subject to applicable regulations, Intalex Ltd reserves the right to increase its Charges for any Service (including without limitation by revising any Tariff) as a result of any increase in charges made to Intalex Ltd by third party providers to it by a sum equal to any such increase. In such circumstances the Customer shall not have the right to cancel the Contract.

13.16 Where Intalex Ltd proposes to increase its Charges for any Service (including by revising without limitation any Tariff) as a consequence of a regulatory change and that the increase is not greater than the additional cost to Intalex Ltd caused by the regulatory change, it will give the Customer written notice of any such increase not less than 30 days before the proposed date of the increase.

13.17 In such circumstances if the Customer choses to terminate the agreement they will still be liable for the fees for termination. Except where otherwise specified in these Conditions or the relevant Order for any Service, the Customer shall pay each invoice submitted by Intalex Ltd:

(a) within 14 days of the date of the invoice; and

(b) in full and in cleared funds to a bank account nominated in writing by Intalex Ltd

13.18 Time for payment of all Charges shall be of the essence of the Contract.

13.19 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). The Customer shall pay to Intalex Ltd such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

13.20 Invoices shall be deemed to have been accepted if the Customer does not present a written objection, identifying clearly the disputed invoice and the reasons why it is challenged, to Intalex Ltd within 30 days of the date of the invoice.

13.21 Intalex Ltd shall only credit any disputed invoices up to a maximum of six months, per customer per contract.

13.22 If the Customer fails to make any payment due to Intalex Ltd under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per cent per annum above HSBC Bank plc’s base rate from time to time. Such interest shall accrue daily from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

13.23 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Intalex Ltd may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Intalex Ltd to the Customer.

13.24 Intalex Ltd may exercise a lien over any equipment or goods in Intalex Ltd’s possession belonging to the Customer, for all monies payable by the Customer to Intalex Ltd

13.25 Any delay in Intalex Ltd raising an invoice for any Charges shall not prohibit Intalex Ltd from raising an invoice for the applicable Charges later and the Customer shall pay such Charges.

13.26 Intalex Ltd reserves the right to make additional charges for paper billing, late payment, reconnection, non-direct debit payment methods and incorrect fault reporting by the Customer.

13.27 Intalex Ltd may at its sole discretion refuse to provide support in respect of the relevant Services and/or support any Equipment if the Customer fails to pay one or more invoice by the relevant due date, and the Customer acknowledges and agrees that any such support may be withheld until Intalex Ltd is satisfied that any outstanding payment has been made or outstanding balance rectified.

13.28 Intalex Ltd reserves the right to recover any costs it incurs, including legal fees, on a full indemnity basis as a result of the Customer’s failure to comply with these Conditions and/or any Service Specific Conditions.

 

 

 

14. ADDITIONAL CHARGES & TERMS FOR DATA SERVICES AND FIXED NETWORK SERVICES

14.1 The Charges for the Fixed Network Services and the Data Services shall be as detailed in the Order Form (subject always to clause 11.7) and as otherwise determined in accordance with the Contract.

14.2 Charges for line rental are payable from the Handover Date monthly in advance by direct debit, or such other method as is specified in the Order.

14.3 The Customer shall pay for all Charges for calls whether made by the Customer or any third party. Subject to clause 14.4 Intalex Ltd shall invoice the Customer monthly in arrears for all call Charges and the Customer shall pay such invoice within 14 days of the date of the relevant invoice by direct debit.

14.4 Notwithstanding clause 14.2 and clause 14.3, Intalex Ltd reserves the right to invoice the customer for Charges at any time.

14.5 If Intalex Ltd supplies the Customer with any temporary Data Services and/or Fixed Network Services, it may charge the Customer in advance for the whole period during which the temporary services are to be provided

14.6 Intalex Ltd shall have the right to charge a minimum fee for calls of not less than £4.50 per month if the Customer’s call charges do not exceed this sum in any month.

14.7 In respect of Fixed Network Services that include or comprise only of inbound voice services and inbound numbers, the Customer acknowledges and agrees that Intalex Ltd shall have based its Charges for the Contract upon forecast information provided by the Customer about total number and duration of calls for the inbound numbers.

14.8 The Customer further acknowledges and agrees that Intalex Ltd may apply a charge (calculated monthly and payable by the Customer in arrears) for each inbound number which, either, does not carry any traffic for any one month period, or, carries traffic which is at least 50% lower than that outlined in the forecast provided under clause 14.7.

 

 

 

15. ADDITIONAL CHARGES & TERMS RELATING TO MOBILE SERVICES

15.1 In respect of Wholesale Mobile Services the Customer acknowledges and agrees that Intalex Ltd may at its discretion increase the Charges for line rental provided that Intalex Ltd gives the Customer not less than 30 days’ written notice prior to the increase, such increase to be capped at one instance in any one year.

15.2 Charges in respect of calls are subject to fluctuation or change by Intalex Ltd without notice to the Customer.

15.3 Customer may purchase data bolt-on from Intalex Ltd All bolt- on data will be subject to pro-rata usage, meaning the Bolt-on will be divided by the remainder of the month. The bolt-on data will not be rolled into the next month and is not refundable.

 

 

 

16. CUSTOMER CANCELLATION AND TRANSFER (SWITCHING) CHARGES

Where the Customer wishes to terminate a contract or switch services to a new provider, charges will apply.

16.1 Intalex Ltd representative will complete a ‘Cease of Service Request Form’ outlining the charges to be applied to the contract, and submit to the customer for authorisation.

16.2 Cancellation fees are calculated based on the following charges:

(i) Contract early termination charges for remaining minimum term may exceed £7500.00; In addition to early termination fees, the following fees will be applied per service:

(ii) £100 per hosted extension, Broadband/FTTP/FTTC/ADSL MPLS tail, analogue line/IDSN or SIP;

(iii) £500 per leased line;

(iv) £50 per mobile number

(v) £100 per workstation covered under IT Services Support Agreement

16.3 In some circumstances we may have agreed a discount from the set price of the Equipment or Services. Upon termination the Customer will be liable for repaying termination fees based upon the set price and not the discounted price. The customer must acknowledge the charges relating to termination of services by authorising and signing the agreement.

16.4 If the Cease of Service Request Form is confirmed to be correct but disputed for signature, Intalex Ltd reserve the right to proceed with the requested cease after 30 days and charge any/all associated costs accordingly.

 

 

 

17. DATA PROTECTION & CONFIDENTIALITY

Definitions:

Data protection legislation means collectively:

(a) any applicable laws of the EU;

(b) any applicable laws relating to the processing or personal data and the protection of an individual’s privacy;

(c) Data Protection Legislation: means the Data Protection

(d) Act 1998 superseded by the Data Protection Act 2018

(e) Data Protection: means provisions that amend your contract;

(f) GDPR: means the General Data Protection Regulation (EU) 2016/679 and any amendment or replacement to it;

Intalex Ltd Privacy Policy: means the policy that Intalex Ltd has implemented and may be updated from time to time on how it processes personal data. Document can be found: https://www.intalex.uk/privacy-policy

Personal Data: means only the proportion of personal data that Intalex Ltd may need to process to provide services under the contract.

17.1 A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain. The receiving party may disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 17 shall survive termination of the Contract.

17.2 Both parties will comply with all applicable requirements of the Data Protection Laws. This clause 17 is in addition to, and does not relieve, remove, or replace, a party’s obligations or rights under the Data Protection Laws. In this clause 17, references to ‘Controller’, ‘Processor’, ‘Data Subject’, ‘Personal Data’, ‘Personal Data Breach’, ‘Process’, ‘Processed’ and ‘Processing’, have the meanings set out in, and will be interpreted in accordance with, the Data Protection Laws.

17.3 The Customer acknowledges and accepts that Intalex Ltd may use the information that the Customer provides to Intalex Ltd in the course of becoming a ‘Customer’ (which may include Personal Data) for the purposes of supplying the Equipment and/or Services to the Customer, improving the Services, statistical analysis and marketing. Where relevant, for the purposes of Data Protection Laws, Intalex Ltd is the Controller for any such Personal Data. Intalex Ltd may share such data (or any part of it) with its third- party service providers to enable Intalex Ltd to supply the Equipment and/or Services to the Customer in accordance with the Contract. Intalex Ltd will Process Personal Data in accordance with applicable Data Protection Laws and as set out in Intalex Ltd’ Privacy Policy, a copy of which can be found at https://www.intalex.uk/privacy-policy

17.4 The Customer acknowledges and accepts that the Customer may provide and Intalex Ltd may Process Personal Data belonging to or relating to the Customer’s clients, staff and other contacts, on the Customer’s behalf, and the Customer further acknowledges and accepts that Intalex Ltd may share such data (or any part of it) with its third party service providers to enable Intalex Ltd to supply the Equipment and/or Services to the Customer in accordance with the Contract. In respect of such Personal Data, Intalex Ltd shall be the Processor, and the Customer shall at all times be the Controller.

17.5 Without prejudice to the generality of clause 17.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to INTALEX LTD for the duration and purposes of this Contract and the Customer will only disclose to Intalex Ltd the Personal Data required to perform its obligations under the Contract.

17.6 The details of the Processing operations conducted by Intalex Ltd are as set out below and as may be updated from time to time as agreed in writing between the parties:

(a)the subject matter of the Processing of Personal Data by Intalex Ltd is the performance of the Services pursuant to the Contract; (b)subject to clause 17.7(h), Intalex Ltd will Process Personal Data for the duration of the Contract, unless otherwise agreed upon in writing between the parties;

(c) Intalex Ltd will Process Personal Data received under the Contract only for the purposes set forth in the Contract and as generated by the Customer’s (or its employees’, agents’, or subcontractors’) use of the Services;

(d) the data Processed may include the following types of Personal Data:

(i)name; (ii)title; (iii)company;

(iv) email address;

(v) postal address; (vi)telephone number; (vii)contract records; (viii)position; (ix)passwords;

(e) The data Processed may concern the following categories of Data Subjects, the extent of which is determined and controlled by the Customer in its sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of Data Subjects: (i) the Customer’s employees, directors, and contractors;

(ii) the Customer’s customers or third parties authorised by the Customer to use the Services;

17.7 Without prejudice to the generality of clause 16.2, Intalex Ltd shall, in relation to any Personal Data Processed in connection with the performance by Intalex Ltd of its obligations under the Contract:

(a) Process that Personal Data only on the documented written instructions of the Customer unless required to do so by Data Protection Laws to which Intalex Ltd is subject, in such a case, Intalex Ltd shall inform the Customer of that legal requirement before Processing, unless that law prohibits such information on important grounds of public interest;

(b) immediately notify the Customer if, in Intalex Ltd’s opinion, an instruction infringes Data Protection Laws and Intalex Ltd will not be required to comply with that instruction;

(c) 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, appropriate to the harm that might result from the unauthorised or unlawful Processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

(d) ensure that all personnel who have access to and/or Process Personal Data are obliged to keep the Personal Data confidential; not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled: (i) appropriate safeguards are provided (by either Intalex Ltd or the Customer) in relation to the transfer;

(ii) the Data Subject has enforceable rights and effective legal remedies;

(iii) Intalex Ltd complies with its obligations under the Data Protection Laws by providing an adequate level of protection to any Personal Data that is transferred; and

(iv) Intalex Ltd complies with reasonable instructions notified to it in advance by the Customer with respect to the Processing of the Personal Data;

(e) taking into account the nature of the Processing, including by appropriate technical and organisational measures, insofar as this is possible, assist the Customer, at the Customer’s cost, in responding to any Data Subject access requests and in ensuring compliance with its obligations under the Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(f) notify the Customer without undue delay on becoming aware of a Personal Data Breach; (h) at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the Contract unless required by Data Protection Laws to store the Personal Data; (i) maintain complete and accurate records and information and, upon the Customer’s prior written request at reasonable intervals, make available to the Customer all information necessary to demonstrate Intalex Ltd’s compliance with this clause 17 and allow for and contribute to audits, including inspections, conducted by the Customer or the Customer’s designated auditor, provided that the Customer;

(ii) provides Intalex Ltd reasonable prior written notice, in any event being not less than 30 Business Days, of such audit and/or inspection being required by the Customer;

(iii) Intalex Ltd and the Customer mutually agreeing upon the scope, timing, and duration of the audit and/or inspection; ensures that such audit and/or inspection is conducted during Business Days and business hours, being 9.00am to 5.00pm Monday to Friday with minimal disruption to Intalex Ltd’s business, the sub- processors’ business and the business and interests of other customers of Intalex Ltd;

(iv) not causes Intalex Ltd to breach its confidentiality obligations with its other customers, suppliers, or any other organisation; and; (v)reimburse Intalex Ltd reasonable charges associated with the audit and/or inspection.

17.8 The Customer consents to Intalex Ltd appointing third-party sub-processors of Personal Data in connection with the provision of the Services and/or Equipment under the Contract. Intalex Ltd will maintain an up-to-date list of sub-processors which will be available on request. Intalex Ltd confirms that it has entered or (as the case may be) will enter with the sub-processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 17 with respect to the protection of Personal Data to the extent applicable to the nature of the Services provided by such sub-processor and in either case which Intalex Ltd confirms reflect and will continue to reflect the requirements of Data Protection Laws. As between the Customer and Intalex Ltd, Intalex Ltd shall remain fully liable for all acts or omissions of any sub-processors appointed by it pursuant to this clause 17.

 

 

 

18. LIMITATION OF LIABILITY

18.1 Nothing in the Contract shall limit or exclude Intalex Ltd’s liability for:

(a) death or personal injury caused by its negligence, or the negligence of its employees, agents, or subcontractors;

(b) fraud or fraudulent misrepresentation by Intalex Ltd; or

(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession). 18.2 Subject to clause 17.1, Intalex Ltd shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

(i) loss of profits;

(ii) loss of sales or business;

(iii) loss of agreements or contracts;

(iv) loss of anticipated savings;

(v) loss of or damage to goodwill;

(vi) loss of use or corruption of software, data, or information;

(vii) any indirect or consequential loss; 18.3 Subject to clause 17.1 and clause 17.2, Intalex Ltd’s total liability to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement shall, in respect of all claims (connected or unconnected) in any consecutive 12 (twelve) month period, be limited to the equivalent of the total Charges paid by the Customer in that period for the Equipment and/or the relevant Service in respect of which the claim arose.

18.4 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this agreement.

18.5 If the Customer is a consumer, nothing in these Conditions shall prejudice its statutory rights.

18.6 This clause 17 shall survive termination of the Contract.

 

 

 

19. TERMINATION

19.1 Without limiting its other rights or remedies, Intalex Ltd may terminate the Contract (in whole or in part) without further liability to the Customer by giving the Customer not less than 30 days written notice.

19.2 Without limiting its other rights or remedies, Intalex Ltd may terminate the Contract (in whole or in part) with immediate effect by giving written notice to the Customer if:

(a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 Business Days of the Customer being notified in writing to do so;

(b) the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

(c) the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;

(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;

(e) the Customer (being an individual) is the subject of a bankruptcy petition or order;

(f) a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 10 Business Days;

(g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer (being a company);

(h) the holder of a qualifying floating charge over the assets of the Customer (being a company) has become entitled to appoint or has appointed an administrative receiver;

(i) a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the Customer;

(j) any event occurs, or proceedings are taken with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or like any of the events mentioned in clause 19.2(b) to clause 19.2(i) (inclusive);

(k) the Customer suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;

(l) the Customer’s financial position deteriorates to such an extent that in Intalex Ltd’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or

(m) the Customer (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation. 19.3 Without limiting its other rights or remedies, Intalex Ltd may terminate the Contract (in whole or in part) with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment and fails to pay all outstanding amounts within 30 Business Days after being notified in writing to do so.

19.4 Without limiting its other rights or remedies, Intalex Ltd may suspend provision of the Services under the Contract or any other contract between the Customer and Intalex Ltd if the Customer becomes subject to any of the events listed in clause 19.2(b) to clause 19.2(m), or Intalex Ltd reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

 

 

20. CONSEQUENCES OF TERMINATION

20.1 On termination of the Contract for any reason:

(a) the Customer shall immediately pay to Intalex Ltd all outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Intalex Ltd shall submit an invoice, which shall be payable by the Customer immediately on receipt;

(b) the Customer shall return any Equipment which has not been fully paid for. If the Customer fails to do so, then Intalex Ltd may enter the Customer’s premises and take possession of the Equipment. Until it has been returned, the Customer shall be solely responsible for the safe keeping of such Equipment and will not use it for any purpose not connected with the Contract;

(c) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination of the Contract shall be unaffected, 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; and

(d) clauses which expressly or by implication survive termination shall continue in full force and effect.

 

 

21. FORCE MAJEURE

21.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of Intalex Ltd including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Intalex Ltd or otherwise), failure of a utility service (including without limitation street cabling, network or infrastructure failure or fault), failure of a transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers, subcontractors or utility suppliers.

21.2 Intalex Ltd shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

21.3 If the Force Majeure Event prevents Intalex Ltd from providing any of the Services for more than 10 Business Days, Intalex Ltd shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.

 

 

 

22. GENERAL CONDITIONS

22.1 Assignment and other dealings:

(a) Intalex Ltd may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract (in whole or in part) and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.

(b) The Customer shall not, without the prior written consent of Intalex Ltd, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all its rights or obligations under the Contract.

22.2 Notices:

(a) Any notice or other communication given under or in connection with the Contract shall be in writing, addressed to the relevant party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in  writing in accordance with this clause, and shall:

(i) be sent by pre-paid first class post (recorded delivery or signed for service); or

(ii) e-mail with confirmation sent by pre-paid first class post (recorded delivery or signed for service).

(b) A notice or other communication shall be deemed to have been received: (i) if sent by pre-paid first class post (recorded delivery or signed for service), on the date and time the delivery service’s receipt is signed for or recorded by the delivery service;

(ii) if sent by e-mail, one Business Day after transmission;

(c) A notice or other communication sent by email to Intalex Ltd must be sent to Sales@intalex.uk and if sent to a different email address shall not be deemed to have been received.

(d) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action. 22.3 Severance:

(a) If any provision or part-provision of the Contract is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

(b) If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

22.4 Waiver: A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

22.5 No partnership or agency: Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

22.6 Third parties: A person who is not a party to the Contract shall not have any rights to enforce its terms.

22.7 Variation: Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by Intalex Ltd Intalex Ltd reserves the right to make changes to these Conditions from time to time.

22.8 Dispute resolution: The Customer must notify any complaints or disputes to Intalex Ltd in accordance with its Complaints and Dispute Resolution Procedure available. Intalex Ltd shall use reasonable endeavours to resolve any complaint or dispute, Further information concerning the Customer’s rights in relation to any dispute or complaint are specified in the Complaints and Dispute Resolution Procedure.

22.9 Governing Law: specified in the Complaints and Dispute Resolution Procedure. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and cons trued in accordance with the law of England and Wales.

22.10 Jurisdiction: Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non- contractual disputes or claims).