Our Terms & Conditions of Business

The definitions and rules of interpretation in Condition 20 apply in these Conditions.

  1. Application of conditions

1.1 These Conditions shall apply to and be incorporated in the Contract and shall prevail over any inconsistent terms or conditions submitted by the Customer, or implied by law, trade custom, practice or course of dealing. 1.2 No addition to, variation of, exclusion or attempted exclusion of any term of the Contract shall be binding on claireLOGIC unless in writing and signed by a duly authorised representative of claireLOGIC.

  1. Effect of Orderand basis of sale

2.1 The Customers Order constitutes an offer to purchase the Equipment and/or Services specified in it in accordance with these Conditions. The Customer shall ensure that its Order is complete and accurate. 2.2 A binding contract on these Conditions shall not come into existence between claireLOGIC and the Customer unless and until: (a) claireLOGIC and the Customer sign the Order Form; or: (b) in respect of the provision of Services, claireLOGIC’s commencement or execution of work pursuant to the Order; or (c) in respect of the supply of Equipment, claireLOGIC’s delivery of the Equipment to the Customer, (in each case, whichever occurs earlier) (“Commencement Date”). 2.3 All of these Conditions shall apply to the supply of both Equipment and Services except where application to one or the other is specified.

  1. Changes to Order or Conditions

3.1 No Order which has been acknowledged by claireLOGIC may be cancelled by the Customer, except with the agreement in writing of claireLOGIC and provided that the Customer indemnifies claireLOGIC in full against all loss (including without limitation loss of profit), costs (including without limitation the cost of all labour and materials used), damages, charges and expenses incurred by claireLOGIC as a result of cancellation. 3.2 claireLOGIC shall have the right to make any changes to the Services which are necessary to comply with applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and claireLOGIC shall notify the Customer in any such event.

  1. Supply of Equipment

4.1 The quantity and description of the Equipment shall be as set out or described in the Order Form. 4.2 If claireLOGICs performance of its obligations to supply the Equipment under the Contract is prevented or delayed by any act or omission of the Customer (other than by reason of a Force Majeure Event under condition 16), the Customer shall in all circumstances be liable to pay to claireLOGIC all reasonable costs, charges or losses sustained by it as a result, subject to claireLOGIC notifying the Customer in writing of any such claim it might have against the Customer in this respect.

  1. Performance of the Contract and Acceptance

5.1 claireLOGIC shall use its reasonable endeavours to deliver the Equipment and/or perform the Services (as the case may be) on the date or dates specified in the Order Form, but any such date is approximate only and used solely as an estimated timescale. If no dates are so specified, such delivery and/or performance shall be within a reasonable time of acceptance of the Order. 5.2 Time is not of the essence as to the delivery of the Equipment and claireLOGIC is not in any circumstances liable for any delay in delivery, however caused. 5.3 claireLOGIC shall deliver the Equipment to the location set out in the Order, the Order Form or such other location as the parties may agree in writing (“Delivery Location”). Delivery shall be made during normal business hours on Business Days. claireLOGIC may levy additional charges for any deliveries made outside of such hours at the Customers request. 5.4 The Customer shall be responsible (at the Customers cost) for preparing the Delivery Location for the delivery of the Equipment for the provision of any Services to be provided at the Delivery Location and for all necessary access and facilities reasonably required to deliver and install the Equipment. If claireLOGIC is prevented from carrying out delivery or installation on the specified date because no such preparation has been carried out, claireLOGIC may levy additional charges to recover its loss arising from this event. 5.5 claireLOGIC warrants to the Customer that the Services will be provided using reasonable care and skill. 5.6 claireLOGIC shall be entitled at all times to use such employees in its provision of the Services as claireLOGIC in is sole discretion determines to be suitably qualified or experienced, adequately trained and capable of providing the applicable Services in respect of which they are engaged. 5.7 The Customer shall be deemed to have accepted the Equipment when the Customer has had five Business Days to inspect it after delivery and has not exercised in writing its right of rejection in accordance with Condition 7. 5.8 claireLOGIC shall be responsible for any damage, shortage or loss in transit, provided that the Customer notifies it to claireLOGIC (or its carrier, if applicable) within three days of delivery or the proposed delivery date of the Equipment and that the Equipment has been handled in accordance with claireLOGICs stipulations. Any remedy under this Condition 5.8 shall be limited, at the option of claireLOGIC, to the replacement or repair of any Equipment which is proven to claireLOGICs satisfaction to have been lost or damaged in transit. 5.9 claireLOGIC shall not in any circumstances be liable for any non-delivery of Equipment (even if caused by claireLOGICs negligence) unless the Customer notifies claireLOGIC in writing of the failure to deliver within five Business Days after the scheduled delivery date. 5.10 Any liability of claireLOGIC for non-delivery of the Equipment shall in all circumstances be limited to replacing the Equipment within a reasonable time or issuing a credit note at the pro rata contract rate against any invoice raised for such Equipment.

  1. Risk and Propertyrelating to the Equipment

6.1 The Equipment shall be at the risk of claireLOGIC until completion of the unloading of the Equipment at the Delivery Location. 6.2 Ownership of the Equipment shall pass to the Customer on the later of completion of delivery (including without limitation off-loading), or when claireLOGIC has received in full in cleared funds all sums due to it in respect of: (a) the Equipment; and (b) all other sums which are or which become due to claireLOGIC from the Customer on any account. 6.3 Until ownership of the Equipment has passed to the Customer under condition 6.2, the Customer shall: (a) hold the Equipment on a fiduciary basis as claireLOGICs bailee; (b) store the Equipment (at no cost to claireLOGIC) in satisfactory conditions and separately from all the Customers other equipment or that of a third party, so that it remains readily identifiable as claireLOGICs property; (c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Equipment; and (d) keep the Equipment insured on claireLOGICs behalf for its full price against all risks with a reputable insurer on claireLOGIC’s behalf from the date of delivery. 6.4 The Customers right to possession of the Equipment before ownership has passed to it shall terminate immediately if any of the circumstances set out in Condition 15 arise or if the Customer encumbers or in any way charges the Equipment, or if the Customer fails to make any payment to claireLOGIC on the due date. 6.5 the Customer grants claireLOGIC, its agents and employees an irrevocable licence at any time to enter any premises where the Equipment is or may be stored in order, where the Customers right to possession of the Equipment has terminated, to remove it. All costs incurred by claireLOGIC in repossessing the Equipment shall be borne by the Customer. 6.6 On termination of the Contract for any reason, claireLOGICs (but not the Customers) rights in this condition 6 shall remain in effect. 6.7 claireLOGIC may appropriate payments by the Customer to such Equipment as it thinks fit, notwithstanding any purported appropriation by the Customer to the contrary, and may make such appropriation at any time.

  1. Third Party Manufacturers guarantee of Equipment

7.1 Where specified, the Equipment is provided with a manufacturers guarantee. Customers should refer to the manufacturers guarantee provided with the Equipment for details of such guarantees. 7.2 In addition to the manufacturer’s guarantee, claireLOGIC agrees that if the Equipment becomes faulty during the prescribed warranty period for that Equipment: (a) if the price paid for the relevant piece of Equipment is £200.00 GBP or less, claireLOGIC shall exchange such Equipment on a like-for-like basis as soon as reasonably practical; (b) if the price paid for the relevant piece of Equipment is over £200.00 GBP, claireLOGIC may at is option either: (i) exchange such Equipment on a like for like basis as soon as reasonably practicable; (ii) liaise with the relevant manufacturer on behalf of the Customer to arrange for any service or replacement Equipment to be provided to the Customer directly from the manufacturer; or (iii) permit the Customer to deal with manufacturer of the Equipment directly.

  1. Use of Personal Data

8.1 In its provision of the Equipment and/or the Services, claireLOGIC may be provided with Personal Data by the Customer. The customer shall own all right, title and interest in and to all of such Personal Data and shall have sole responsibility for the legality, reliability, integrity accuracy and quality of the Customer Data. 8.2 claireLOGIC will use any such Personal Data provided to it by the Customer in accordance with its Privacy and Security Policy relating to the privacy and security of the Personal Data. Such document may be amended from time to time by claireLOGIC in its sole discretion. 8.3 If claireLOGIC processes any Customer Data on the Customer’s behalf when performing its obligations under the Contract, the Customer acknowledges and agrees that: (a) the Customer shall ensure that the Customer is entitled to transfer the relevant Personal Data to claireLOGIC so that claireLOGIC may lawfully use, process and transfer the Personal Data in accordance with all applicable data protection legislation when performing its Services under the Contract; (b) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation; (c) claireLOGIC shall process the Personal Data only in accordance with the terms of this agreement and any instructions reasonably given by the Customer from time to time; and (d) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.

  1. Customers’ obligationsand Default

9.1 The Customer shall: (a) ensure that the terms of the Order are complete and accurate and (if submitted by the Customer) any specification or description of the Equipment required is complete and accurate; (b) co-operate with claireLOGIC in all matters relating to the Services; and (c) provide in a timely manner such access to the Delivery Location, information and data, and such other facilities as is reasonably required by claireLOGIC in its provision of the Services and, in relation to any information or data provided, shall ensure that such information and data is accurate in all material respects. 9.2 If claireLOGICs performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer or the Customers agents, sub-contractors or employees or failure of the Customer to perform any of its obligations (“Customer Default”): (a) claireLOGIC shall without limiting its other rights or remedies have the right to suspend its performance of the Services (or part of the Services) under Condition 16 until the Customer remedies the Customer Default, and shall be entitled to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays claireLOGIC’s performance of such obligations; (b) should the Customer request any additional Services during any period of suspension, such Services may be undertaken at claireLOGIC’s sole discretion and shall be charged on a time and materials basis; and (c) the Customer shall in all circumstances be liable to pay to claireLOGIC on demand all reasonable costs, charges or losses sustained or incurred by it arising directly from the Customer Default, subject to claireLOGIC confirming such costs, charges and losses to the Customer in writing. 9.3 The Customer shall not, without the prior written consent of claireLOGIC, at any time from the date of the Contract to the expiry of six months after the completion of the Services, solicit or entice away from claireLOGIC or employ or attempt to employ any person who is, or has been, engaged as an employee or sub-contractor of claireLOGIC. 9.4 Any consent given by claireLOGIC in accordance with condition 9.3 shall be subject to the Customer paying to claireLOGIC a sum equivalent to 20% of the then current annual remuneration of claireLOGICs employee or sub-contractor or, if higher, 20% of the annual remuneration to be paid by the Customer to such employee or sub-contractor.

  1. Change control

10.1 If either party wishes to change the scope of the Services, it shall submit details of the requested change to the other in writing. On receipt of a request to change the scope or execution of the Services, claireLOGIC shall, within a reasonable time and at the Customer’s cost, provide a written estimate to the Customer of: (a) the likely time required to implement the change; (b) any variations to claireLOGICs charges arising from the change; and (c) any other impact of the change on the terms of the Contract. 10.2 If claireLOGIC requests a change to the scope of the Services, the Customer shall not unreasonably withhold or delay consent to it. 10.3 If the Customer wishes claireLOGIC to proceed with the change, claireLOGIC has no obligation to do so unless and until the parties have agreed in writing on the necessary variations to the charges payable by the Customer and any other relevant terms of the Contract to take account of the change.

  1. Charges and payment

11.1 All prices for the Equipment and/or Services shall be as stated in the Order Form. 11.2 All prices for Equipment are exclusive of delivery, packaging, packing, shipping, carriage, insurance costs, VAT and other charges and duties. 11.3 claireLOGIC reserves the right, by giving notice to the Customer at any time before delivery, to increase the price of such of the Equipment as has not been delivered to reflect any increase in the cost to claireLOGIC which is due to any factor beyond the control of claireLOGIC (including without limitation any foreign exchange fluctuation, currency regulation, alteration of duties, change in legislation, significant increase in the costs of delivery related costs and supplier costs, any change in delivery dates, quantities for the Equipment which is requested by the Customer, or any delay caused by any instructions of the Customer or any Customer Default. 11.4 Subject to any special terms agreed in writing between claireLOGIC and the Customer, claireLOGIC may invoice the Customer for the price of the Equipment on or at any time after delivery of the Equipment. claireLOGIC shall invoice the Customer for the Services monthly in advance. The Customer shall pay each invoice submitted to it by claireLOGIC in full, and in cleared funds, within 30 days of receipt. 11.5 Time for payment shall be of the essence of the Contract. 11.6 Without prejudice to any other right or remedy that claireLOGIC may have, if the Customer fails to pay claireLOGIC on the due date the whole of the balance of the price of the Equipment and/or the Services then outstanding shall become immediately due and payable and claireLOGIC may: (a) charge interest on such sum from the due date for payment at the annual rate of 3% above the base lending rate from time to time of the Bank of England, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment. claireLOGIC may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and (b) suspend all (or any part) of the Services and/or, all further delivery, installation or warranty service of Equipment under Condition 16 until payment has been made in full; (c) terminate the Contract; (d) in relation to any Equipment: (i) appropriate any payment made by the Customer to such of the Equipment as it thinks fit (despite any purported appropriation by the Customer); (ii) make a reasonable storage charge for any undelivered Equipment that it stores at its current rates from time to time; (iii) create a general lien on all Equipment supplied to the Customer by claireLOGIC, exercisable in respect of all sums lawfully due from the Customer to claireLOGIC. claireLOGIC shall be entitled, on the expiry of 14 days notice in writing, to dispose of such Equipment in such manner and at such price as it thinks fit and to apply the proceeds towards the amount outstanding 11.7 If a Customer in good faith disputes the amount of invoice, the Customer will pay the undisputed amount by the relevant due date for payment and will notify claireLOGIC in writing of the disputed amount (giving details of the reasons for such dispute) as soon as reasonably practicable but in any event prior to the due date for payment. The parties will attempt in good faith to resolve the dispute within 30 days after claireLOGIC’s receipt of the notice of dispute. Upon resolution of the dispute, claireLOGIC will confirm the agreed position in writing and the Customer shall pay any agreed outstanding amount promptly but in any case within 10 days of claireLOGIC’s written confirmation. If the dispute is not resolved within the 30 day resolution period the parties enter into the dispute resolution procedure set out at Condition 18. 11.8 Notwithstanding any of claireLOGIC’s other rights or remedies (whether under the Contract, by law or otherwise), all payments payable to claireLOGIC under the Contract shall become due immediately on termination of the Contract. 11.9 claireLOGIC may, without prejudice to any other rights it may have, set off any liability of the Customer to claireLOGIC against any liability of claireLOGIC to the Customer.

  1. Intellectual Property Rights

12.1 The Customer acknowledges that all Intellectual Property Rights used by or subsisting in the Equipment or in or arising out of or in connection with the Services are and shall remain the sole property of claireLOGIC or (as the case may be) any third party rights owner. The Customer shall not at any time make any unauthorised use of such Intellectual Property Rights, nor authorise or permit any of its agents or contractors or any other person to do so. 12.2 In relation to the Software: (a) the Customer acknowledges that it is buying only the media on which the software is recorded and the accompanying user manuals; (b) nothing contained in these conditions shall be construed as an assignment of any Intellectual Property Rights in the Software or user manuals; and (c) the Customer shall be subject to the rights and restrictions imposed by the owner of the Intellectual Property Rights in the Software and user manuals, and shall comply with all licence agreements, terms of use and registration requirements relating to them.

  1. Confidentiality and claireLOGICs property

13.1 Each party (the “Receiving Party”) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (the “Disclosing Party”) or its agents, and any other confidential information concerning the Disclosing Party’s business or the Equipment which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know it for the purpose of discharging the Receiving Party’s obligations to the Disclosing Party, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. 13.2 This condition 13 shall survive termination of the Contract, however arising.

  1. Limitation of liability

14.1 The following provisions set out the entire financial liability of claireLOGIC (including without limitation any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of: (a) any breach of the Contract howsoever arising; (b) any use made by the Customer of the Services, the Equipment or any part of them; and (c) any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including without limitation negligence) arising under or in connection with the Contract. 14.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract. 14.3 Nothing in these conditions excludes the liability of claireLOGIC for: (a) death or personal injury caused by claireLOGICs negligence or the negligence of its employees, agents or subcontractors; or (b) fraud or fraudulent misrepresentation; (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 and by Section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or (d) breach of section 2 of the Consumer Protection Act 1987 (defective products). 14.4 Subject to condition 14.2 and condition 14.3: (a) claireLOGIC shall not in any circumstances be liable, whether in tort (including without limitation for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for: (i) loss of profits; or (ii) loss of business; or (iii) depletion of goodwill or similar losses; or (iv) loss of anticipated savings; or (v) loss of goods; or (vi) loss of contract; or (vii) loss of use; or (viii) loss or corruption of data or information; or (ix) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses. (b) claireLOGICs total aggregate liability in contract, tort (including without limitation negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to: (i) in respect of the Services, the amount of the charges for the Services payable by the Customer to claireLOGIC under Condition 11 in the 12 months immediately preceding the date on which the claim arose, or in the event that the Contract for services commenced less than 12 months prior to the date on which the claim arose, such pro-rated amount as appropriate; or (ii) in respect of the Equipment, the price payable for the Equipment under Condition 11.

  1. Termination

15.1 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Contract immediately on notice in writing without liability to the other if: (a) the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or (b) an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of the other party; or (c) an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or (d) a receiver is appointed of any of the other partys assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other partys assets; or (e) the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way, or becomes bankrupt; or (f) the other party ceases, or threatens to cease, to trade; (g) there is a change of control (as defined in section 1124 of the Corporation Tax Act 2010) of the other party; or (h) the other party takes or suffers any similar or analogous action to any of the foregoing in any jurisdiction in consequence of debt. 15.2 Without prejudice to any other rights or remedies to which claireLOGIC may be entitled, claireLOGIC may terminate the Contract: (a) at any time with immediate effect by giving written notice to the Customer: (i) in accordance with the terms of Condition 11.6(d) (which shall not affect claireLOGIC’s right to charge interest under Condition 11.6(a)): (ii) if the Customer breaches the terms of any third party software licence in respect of any Software provided by claireLOGIC to the Customer; or (b) in the circumstances set out in Condition 17.3. 15.3 If, in the event of termination or expiry of the Contract, the Customer reasonably requires any post-termination assistance from claireLOGIC, claireLOGIC shall use its reasonable endeavours to provide such assistance provided always that the Customer has paid all amounts due under the Contract and the parties have agreed the terms and estimated charges that shall apply to such assistance. All post termination assistance shall be undertaken and charge on a time and materials basis. 15.4 Termination of the Contract, however arising, shall not affect or prejudice the accrued rights of the parties as at termination or the continuation of any provision expressly stated to survive, or implicitly surviving, termination.

  1. Suspension

16.1 Without limiting its other rights and remedies, claireLOGIC shall have the right to suspend the supply of Services and all future deliveries of Equipment under the Contract or any other contract between the Customer and claireLOGIC without liability and, if the Equipment has been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary, upon the service of not less than 7 days written notice to the Customer upon the occurrence of any of the following events provided that such event has not been remedied within such 7 day period: (a) the Customer fails to pay any amount due under the Contract on the due date of payment; or (b) there is an occurrence of a Customer Default; or (c) the ability of the Customer to accept delivery of the Equipment is delayed, hindered or prevented by circumstances beyond the Customer’s reasonable control; or (d) the Customer becomes subject to any of the events listed in conditions 15.1(b) to 15.1(g). 16.2 Should the Customer request any additional emergency Services during any period of suspension, such Services may be undertaken at the Customer’s sole discretion and charged on a time and materials basis.

  1. Force majeure

17.1 claireLOGIC shall not in any circumstances have any liability to the Customer under the Contract if it is prevented from, or delayed in, performing its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of claireLOGIC or any other party), failure of a utility service or 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 or sub-contractors (“Force Majeure Event”). 17.2 On the occurrence of a Force Majeure Event claireLOGIC further reserves the right to, at its discretion, to defer the date of delivery of the Equipment or provision of the Services or reduce the amount of Equipment or the scope of the Services ordered. 17.3 If the Force Majeure Event prevents claireLOGIC from providing any of the Equipment and/or Services for more than six weeks, claireLOGIC shall, without limiting its other rights or remedies, have the right to terminate the Contract immediately on giving written notice to the Customer.

  1. Dispute Resolution

18.1 If any dispute arises in connection with these Conditions or the Contract, the parties will first attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR. To initiate the mediation, a party must give notice in writing (“ADR notice”) to the other party requesting a mediation. A copy of the request should be sent to CEDR Solve. The mediation will start not later than ten days after the date of the ADR notice. No party may commence any court proceedings in relation to any dispute arising out of this agreement until it has attempted to settle the dispute by mediation and either the mediation has terminated or the other party has failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by a delay.

  1. General

19.1 A waiver of any right under the Contract is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given. Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law. 19.2 If any provision of the Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties. 19.3 Each of the parties acknowledges and agrees that in entering into the Contract and the documents referred to in it or annexed to it, it does not rely on any statement, representation (whether innocent or negligent), assurance or warranty (“Representation”) (whether in writing or not) of any person (whether party to this agreement or not) other than as expressly set out in the Contract or those documents. Each party agrees that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract as expressly provided in the Contract. Nothing in this Condition shall limit or exclude any liability for fraud. 19.4 Subject to Condition 19.5, neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed). 19.5 Either party may, after having given prior written notice to the other party, assign, transfer or subcontract any or all of its rights and obligations under this agreement to a member of its Group. The assignor shall procure that such assignee assigns any rights assigned to it in accordance with this Condition 19.5 back to the assignor immediately before it ceases to be a member of the assignors Group. 19.6 Nothing in the Contract is intended to or shall operate to create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including without limitation the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power). 19.7 The Contract is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns, and is not intended to benefit, or be enforceable by, anyone else. 19.8 Any notice under the Contract shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address as set out in the Contract or by email to the e-mail address of the relevant party, or such other address as may have been notified by that party for such purposes, or sent by fax to the other partys fax number as set out in the Contract. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not during business hours, at 9.00 am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender). A notice sent by email shall be deemed to have been received if sent by e-mail, the first business day after the date on which the e-mail was sent. 19.9 The Contract and any disputes or claims arising out of or in connection with it or its subject matter or formation (including without limitation non-contractual disputes or claims) are governed by and construed in accordance with the law of England. The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter or formation (including without limitation non-contractual disputes or claims).

  1. Interpretation

20.1 The definitions and rules of interpretation in this Condition apply in these Conditions. Business Day: a day (other than a Saturday, Sunday or a public holiday) when banks in London are open for business. claireLOGIC: claireLOGIC Corporate Limited whose registered office is at 11 The Chambers, Vineyard, Abingdon, Oxfordshire OX14 3PX. Contract: the Customer’s Order and claireLOGIC’s acceptance of it in accordance with condition 2. Customer: the person, firm or company who purchases the Services and/or Equipment from claireLOGIC. Equipment: the equipment agreed in the Contract to be purchased by the Customer from claireLOGIC (including without limitation any parts of it) as set out in the Order Form. Group: : in relation to a company, that company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company. holding company: shall have the meaning given in Condition 20.2(b). Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including without limitation know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and including without limitation all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world. Order: the Customer’s order for the supply of Equipment and/or Services, as set out the in Customer’s order form or in the Customer’s written acceptance of claireLOGIC’s quotation or overleaf as the case may be. Order Form: the document to be signed by claireLOGIC and the Customer containing claireLOGIC’s signed written acknowledgement of the Customer’s Order. Personal Data: has the meaning set out in section 1(1) of the Data Protection Act 1998 and relates only to personal data, or any part of such personal data, in respect of which the Customer is the data controller and in relation to which claireLOGIC is providing the Services. Services: the IT support solutions, installation, telephony support, email, and/or web services together with any other services that claireLOGIC provides or agrees to provide to the Customer, including the Equipment under the Contact, as set out or described in the Order Form. Software: any operating system installed on the Equipment. subsidiary: shall have the meaning given in Condition 20.2(b). VAT: value added tax chargeable under English law for the time being and any similar additional tax. 20.2 In these Conditions, the following rules apply: (a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and a companyshall include any company, corporation or other body corporate, wherever and however incorporated or established (b) A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006 and a company shall be treated, for the purposes only of the membership requirement contained in sections 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of (a) another person (or its nominee) by way of security or in connection with the taking of security, or (b) its nominee. In the case of a limited liability partnership which is a subsidiary of a company or another limited liability partnership, section 1159 of the Companies Act 2006 shall be amended so that: (a) references in sections 1159(1)(a) and (c) to voting rights are to the members rights to vote on all or substantially all matters which are decided by a vote of the members of the limited liability partnership; and (b) the reference in section 1159(1)(b) to the right to appoint or remove a majority of its board of directors is to the right to appoint or remove members holding a majority of the voting rights. (c) unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular; (d) a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time; (e) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and (f) A reference to writing or written includes faxes and e-mails.