Last updated April 2022.
These are the terms and conditions (“Terms”) of Connectus Business Solutions Ltd, a company registered in England and Wales under company number 07738099 and whose registered office is at Meteor House First Avenue, Doncaster Finningley Airport, Doncaster, England, DN9 3GA which is a wholly owned subsidiary of Connectus Group Limited whose registered office is also at Meteor House First Avenue, Doncaster Finningley Airport, Doncaster, England, DN9 3GA (“we”, “us” or “Company”).
These Terms shall form part of every contract of sale entered between you (“you” or the “Customer”) and the Company to the exclusion of all other terms and conditions including any which you may propose. These Terms may not be varied except in writing signed by an officer of the Company.
These Terms relate to the following services provided by the Company to the Customer:
(collectively, referred to as the “Services”).
These Terms include the Annexes and the Schedules insofar as they relate to the services purchased by the Customer. If you do not agree to these Terms, you should not purchase Services from us.
1.1. The following definitions and rules of interpretation apply in these Terms and/or in any Annex:
Acceptable Use Policy: the guidelines provided by the Company for acceptable use. These guidelines are shown separately on the Company website but may change from time to time. It is also available on request.
Account: the record of transactions applicable to the Customer associated with the Company.
Additional User: additional users other than the End Users, where appropriate, in respect of any particular Service.
Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in England are open for business.
Business Hours: the period from 9.00 am to 5.30 pm on any Business Day.
Company Network: the network infrastructure of the Company.
Company Personnel: all of Company’s directors, officers, employees, consultants, agents, contractors or sub-contractors (and any of their employees or consultants) whether present or future engaged in the performance of the Services from time to time.
Confidential Information: in relation to either party, information which is disclosed to that party by the other party pursuant to or in connection with these Terms (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such).
Contract: these Terms together with the Annex applicable to the Services provided.
Customer Personnel: means directors, officers, employees, consultants, professional advisers, agents, contractors and sub-contractors of the Customer from time to time.
Data Protection Legislation: means all applicable legislation in force from time to time in the United Kingdom applicable to data protection and privacy including, but not limited to, the UK GDPR (the retained EU law version of the General Data Protection Regulation ((EU) 2016/679), as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018); the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 as amended.
End User: an end user of the Customer, with access to the Services as detailed in the Annex and Order (where relevant).
Hosting Services: the hosting services, as more particularly described in Annex A.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Leased Line Services: means the supply of 1st and 2nd line broadband technical helpdesk Services provided by the Company to the Customer as specified in the Order and as more particularly described in Annex B and “Leased Line Service” shall have a corresponding meaning.
Microsoft Licensing Services: the Microsoft licensing services, as more particularly described in Annex F.
Minimum Period: 3 years from the date hereof.
Network Services: means the telephone, internet or other ICT service that the Company has agreed to supply to the Customer as more set out in the Order and more particularly described in Annex C.
Order: means an order for the Services which is signed by the Company or such other document or acknowledgement that the Company deems to constitute and Order.
Services: Hosting Services, Leased Line Services, Microsoft Licensing Services, Network Services, Support Services and VoIP Services collectively.
Service Desk: means the customer service and administration telephone service desk facility available to the Customer.
Service Provider: any third party from whom the Company procures services in order to provide the Services under these Terms.
Site: the premises or other locations from and to which Services are to be provided to the Customer as specified in the Order.
Support Services: the support services, more particularly described in Annex D.
VoIP Services: the voice over internet protocol services, as more particularly described in Annex E.
2. Commencement and duration
These Terms shall commence on the date when it has been signed by all the parties and shall continue for the duration as specified by the parties, unless terminated earlier in accordance with clause 12 or the relevant paragraph in the corresponding Annex, until either party gives to the other party written notice to terminate.
3.1. The Company shall provide the Services to the Customer, as specified in the Annex hereto.
3.2. The Company shall exercise reasonable care and skill in providing the Services.
4. Company’s responsibilities
4.1. The Company reserves the right to decline the Services to the Customer.
4.2. The Company reserves the right to perform notified maintenance on the Services and wherever possible will provide advanced notice of such maintenance.
4.3. The Company shall use reasonable endeavours to provide the Services to the Customer in accordance with the corresponding Annex.
5. Customer’s obligations
5.1. The Customer must ensure they provide the Company with a valid name, address, telephone and email contact address. The Customer must inform the Company of any change in their contact details within three days of any changes having been made.
5.2. The Customer shall, where applicable:
5.2.1. co-operate with the Company in all matters relating to the Services;
5.2.2. provide, for the Company, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Site, office accommodation, data and other facilities as reasonably required by the Company;
5.2.3. provide to the Company in a timely manner all documents, information, items and materials in any form (whether owned by the Customer or a third party) required under the Annex or otherwise reasonably required by the Company in connection with the Services and ensure that they are accurate and complete in all material respects;
5.2.4. ensure that all the Customer Provided Apparatus is in good working order and suitable for the purposes for which it is used in relation to the Leased Line Services and conforms to all relevant United Kingdom standards or requirements; and
5.2.5. obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable the Company to provide the Services, including in relation to the installation of the Company’s Equipment, the use of all Customer Materials and the use of the Customer’s Equipment, in all cases before the date on which the Services are to start.
5.2.6. If the Company’s performance of its obligations under these Terms is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees then, without prejudice to any other right or remedy it may have, the Company shall be allowed an extension of time to perform its obligations equal to the delay caused by the Customer and shall not be liable to the Customer for the consequences of such a delay.
6. Charges and payment
6.1. In consideration of the provision of the Services by the Company, the Customer shall pay the charges as specified upon agreeing to these Terms, corresponding Annex and Signed Quote / Order.
6.2. Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Company any sum due under these Terms on the due date:
6.2.1. the Customer shall pay interest on the overdue sum at a rate of 5% above the bank of England base rate from the due date until payment of the overdue sum, whether before or after judgment; and
6.2.2. unless stated otherwise, the Company may suspend part or all of the Services until payment has been made in full.
6.3. All sums payable to the Company under these Terms:
6.3.1. are exclusive of VAT, and the Customer shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and
6.3.2. shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
7. Intellectual property rights
The Company and its licensors shall retain all Intellectual Property Rights in the Services.
8. Data protection
8.1. For the purposes of this clause 8, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the Data Protection Legislation.
8.2. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 8 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Data Protection Legislation.
8.3. The parties acknowledge that the Customer is the data controller, and the Company is the data processor in respect of all personal data processed by the Company and the Customer alone as data controller shall determine the purposes for which and the way such personal data will be processed by the Company.
8.4. Unless the Customer requests otherwise, the Company may arrange for the Customer’s telephone numbers and details to be published in a telephone directory and made available from directory enquiries services.
8.5. The Company may use or disclose information relating to the Customer that it receives or collates if it is required to do so by its telecommunications operators, law, regulation or rules of a securities exchange or other regulatory authority, but only to the extent of the relevant requirement.
8.6. The use of any information, including call line identification may be subject to (and therefore the Customer shall comply with) the Data Protection or any other related law or regulation. The Company reserves the right to withhold calling line identification if it believes that the Customer has failed to comply with this clause, or the Company receives a complaint from its telecommunications operators or any relevant authority.
8.7. The Company shall:
8.7.1. take all reasonable precautions to protect the data controller’s personal data and help them in meeting their legal obligations under the Data Protection Legislation;
8.7.2. process the personal data only on and in accordance with the written instructions of the Customer and to the extent necessary for the proper performance of these Terms and shall not process the personal data for any other purpose;
8.7.3. maintain records of all processing requested by the Customer;
8.7.4. not modify, amend or alter the contents of the personal data except as required or permitted by these Terms or with the Customer’s prior written consent;
8.7.5. implement the appropriate technical and organisational measures (including, where relevant, those prescribed elsewhere in the Contract) to protect the personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, and against all other unlawful forms of processing;
8.7.6. ensure that it takes reasonable steps to ensure the reliability of any of the Company personnel who have access to the personal data;
8.7.7. that only those Company personnel who need to have access to the personal data are granted access to it;
8.7.8. that such access is granted only for the purposes of the proper performance of these Terms; and
8.7.9. that the Company personnel are informed of the confidential nature of the personal data and comply with the obligations set out in this clause 8;
8.7.10. notify the Customer forthwith, and in any event, no later than 12 hours from the time it comes to the Company’s attention, that any personal data has been the subject of accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, or any other unlawful form of processing;
8.7.11. co-operate fully with the Customer in the event of a data breach in providing all relevant information necessary for the breach report to the Information Commissioners Office;
8.7.12. notify the Customer within 7 days of receipt by it of a request or notice from any data subject to have access to that person’s personal data held by it; and provide the Customer with full co-operation and assistance in relation to any complaint or request, including providing the Customer with any relevant personal data it holds, within the timescales provided by the request or notice or as otherwise required by the Customer;
8.7.13. not retain the Personal Data for longer than is necessary to properly perform these Terms and upon expiry of these Terms for whatever reason, or at any other time at the Customer’s request, securely destroy or immediately return to the Customer all the personal data and certify that no copies have been made or retained by the Company or any third party acting on its behalf, provided that such secure destruction or return does not prevent the Company from fulfilling its obligations under these Terms; and
8.7.14. comply with all Data Protection Legislation.
9.1. The Company shall, at its own expense, always during the term of these Terms, maintain in full force and effect policies of insurance with reputable insurers, and produce to the Customer satisfactory evidence of the existence of the same and of their renewal in each Year in respect of:
9.1.1. employer’s liability cover in the sum of not less than £5 million (five million pounds sterling) for each incident;
9.1.2. public liability insurance which will cover any liability of the Company to third parties (including, without limitation, the Company Personnel and the Customer Personnel and members of the general public in respect of death, personal injury or loss or damage to property howsoever caused) in the sum of not less than £10 million (ten million pounds sterling) in each year; and
9.1.3. professional indemnity insurance covering at least such risks that standard professional indemnity insurance ordinarily covers in the sum of not less than £5 million (five million pounds sterling) for each incident.
9.2. The Customer shall be responsible for insuring the buildings at the Sites at all times.
10.1. Each party undertakes that it shall not at any time during these Terms, and for a period of two years after termination or expiry of these Terms, disclose to any person any confidential information concerning the business, affairs, customers, clients or the suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 2.
10.2. Each party may disclose the other party’s Confidential Information:
10.2.1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with these Terms. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s Confidential Information comply with this clause 10; and
10.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
10.3. No party shall use the other party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with these Terms.
11. Anti Solicitation Clause
11.1. No party either directly of indirectly shall attempt to entice or employ directly or indirectly and company or customer personal for a period of 24 calendar months from the termination of all services provided by the Company. Should either party employ directly, indirectly or via a 3rd party during the period of 24 calendar months from all services terminating then the other party will be entitled to the full replacement value and loses of replacing that’s company or customer personnel.
12. Limitation of liability
12.1. References to liability in this clause 11 include every kind of liability arising under or in connection with these Terms including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
12.2. Nothing in these Terms limits any liability which cannot legally be limited, including but not limited to liability for:
12.2.1. death or personal injury caused by negligence;
12.2.2. fraud or fraudulent misrepresentation; and
12.2.3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
12.3. The Company shall not be liable to the Customer for:
12.3.1. loss of profits;
12.3.2. loss of sales or business;
12.3.3. loss of agreements or contracts;
12.3.4. loss of anticipated savings;
12.3.5. loss of use or corruption of software, data or information;
12.3.6. loss of or damage to goodwill; and
12.3.7. indirect or consequential loss.
12.4 Unless the Customer notifies the Company that it intends to make a claim in respect of an event within the notice period, the Company shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
12.5. The limit on the Company’s liability under these Terms in respect of the Services are as specified in the relevant paragraph of the corresponding Annex.
12.6. The Customer shall be liable to the Company for all liabilities, claims and costs arising directly from the acts and omissions of any third parties (including End Users) using the Service through the Customer, relating to the Customer’s use of the Services except where such liabilities, claims and costs arise from the Company negligence or breach of these Terms.
12.7. The Customer agrees to indemnify defend and hold harmless the Company against all liabilities claims, liabilities, losses and costs (including reasonable and properly incurred legal costs) arising directly in connection with the Customer’s use of the Services by the End Users or any third party using the Services through the Customer except where such claims arise from the Company negligence or breach of these Terms.
13.1. The Customer may terminate these Terms on giving to the Company notice in accordance with the corresponding paragraph of the Annex.
13.2. Without affecting any other right or remedy available to it, either party may terminate these Terms with immediate effect by giving written notice to the other party if:
13.2.1. the other party commits a material breach of any term of these Terms and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
13.2.2. the other party 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 (IA 1986) as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the IA 1986;
13.2.3. the other party 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 any of its creditors [other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
13.2.4. the other party applies to court for, or obtains, a moratorium under Part A1 of the IA 1986;
13.2.5. 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 other party (being a company, limited liability partnership or partnership) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
13.2.6. an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
13.2.7. the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
13.2.8. a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;
13.2.9. a creditor or encumbrancer of the other party 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 the other party’s assets and such attachment or process is not discharged within 14 days;
13.2.10. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 2.3 to clause 12.2.10 (inclusive); or
13.2.11. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
13.3. Without affecting any other right or remedy available to it, the Company may terminate these Terms with immediate effect by giving written notice to the Customer if:
13.3.1. the Customer fails to pay any amount due under these Terms on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment; or
13.3.2. there is a change of control of the Customer.
14. Obligations on termination and survival
14.1. On termination or expiry of these Terms:
14.1.1. the Customer shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, the Company may submit an invoice, which shall be payable immediately on receipt; and
14.1.2. the Customer shall, within a reasonable time, return any equipment provided to the Customer as part of the Services. If the Customer fails to do so, then the Company may enter the Customer’s premises and take possession of said equipment. Until the Company’s equipment has been returned or repossessed, the Customer shall be solely responsible for its safe keeping.
15. Force majeure
Neither party shall be in breach of these Terms nor liable for delay in performing, or failure to perform, any of its obligations under these Terms if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate these Terms by giving 10 days’ written notice to the affected party.
16. Assignment and other dealings
16.1. The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under these Terms.
16.2. The Company may at any time assign, mortgage, charge, delegate, declare a trust over or deal in any other manner with any or all of its rights under these Terms, provided that the Company gives prior written notice of such dealing to the Customer.
No variation of these Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
18.1. A waiver of any right or remedy under these Terms or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
18.2. A failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Terms or by law shall prevent or restrict the further exercise of that or any other right or remedy.
19. Rights and remedies
The rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.
20.1.If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms.
20.2. If any provision or part-provision of these Terms is deemed deleted under clause 1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
21. Entire agreement
21.1. These Terms constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
21.2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.
If there is an inconsistency between any of the provisions of these Terms and the provisions of the Annex, the provisions of the Annex shall prevail.
23. Third party rights
23.1. Unless it expressly states otherwise, these Terms does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.
23.2. The rights of the parties to rescind or vary these Terms are not subject to the consent of any other person.
Any notice sent under these Terms must be in writing and must be sent by email to the other Party’s last known contact email address, or by hand delivery to the party’s registered address. Time of delivery for email notices shall be the time of transmission. Time of delivery for email notices shall be the time the notice is handed to a representative of the Party. This shall not apply to the service of legal proceedings.
25. Governing law
These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or its subject matter or formation.