Terms & Conditions | Standard Agreement
By accepting a BTM IT Solutions Ltd proposal, you hereby acknowledge that you have read and agree to the terms and conditions below.
GENERAL
IMPORTANT – PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY WHEN ORDERING THE SERVICES. These terms and conditions govern the use and licensing of all the components of the services covered by the order set forth on this form.
RULING CONDITIONS & CONFIRMATION OF ORDER
All Contracts (including those made in the future) are subject to these Conditions, unless they are excluded or varied by express written agreement authorised in writing by a director of the Company. The ordering of Services is an acceptance of the Conditions and where any conflict with a Client’s conditions occurs whether express or implied, these Conditions shall prevail.
By signing this form, you represent and warrant that you.
(i) Are authorized to sign and bind yourself and any other party on whose behalf you use the service.
(ii) Agree for yourself and the contracting party to be bound only by these terms.
BTM reserves the right at its sole discretion, to change, modify, add or delete portions of these terms at any time in accordance with the procedures set forth below.
Version
Version 01.2024v1
1. DEFINTIONS
1.1 In these Terms and Conditions, we use words that have defined meanings. These are as follows:
Customer
means, for the purposes of this Agreement other than in respect of interpretation of the Microsoft License, a customer is an end user.
Microsoft License
means the Microsoft License set out at Appendix 1.
Policies
means our acceptable use and protection policies as set out in this document as we may amend from time to time by notice.
Server
means the server or servers on which we provide the service to you.
Service
means the service(s) set out in the Schedule, Order and /or SLA which may be applicable to any service level agreement noted.
Effective Date
means the date the agreement comes into force.
Application Software
means the core Software and any Additional Application Software installed on the Server by BTM.
Additional Application Software
means any software application other that the Core Software included within the Base Packages specified by BTM and that is subject to further agreement between BTM and the Customer before incorporation into the Services (Managed Hosting Service).
Base Packages
means a set of pre-determined applications and services provided to the Customer by BTM.
Core Software
means the software applications included as standard as part of the Service as specified in the Customer Order Form.
Customer Order Form
means the application form for the supply by BTM of the service.
Quantity
means the number of end users the Customer requires given access to the service as set out in the Order.
Unit – Monthly
means the charge payable to BTM in £ sterling for each User per calendar month for the Services as detailed in the Order Form.
Qtly Total
means the charge payable to BTM in £ Sterling for the total number of Users of the Services for a 3-month period.
Annual Total
means the charge payable to BTM in £ Sterling for the total number of Users of the Services for a 12-month period.
User
means an individual authorised by the Customer to access the Services.
Services
means the service(s) and/or equipment provided by and managed by BTM as described in the Customer Order Form.
Minimum Cancellation Notice Period
means the minimum period of notice that a customer must provide to terminate a specific Service or the Agreement as a whole.
Premises
means BTM's secure data suite(s), or such alternative Premises as may be determined in accordance with these Specific Terms and Conditions.
Serious Breach
Serious Breach is the refusal by the customer to pay for Services used, using the Service in manner that causes BTM commercial harm, using the Service in a manner that causes other clients of BTM harm.
Service Period
means the period of an individual Service provided in accordance with this Agreement.
Service Schedule
means the Schedule to these Specific Terms and Conditions setting out a description of the Services.
2. TERMS OF AGREEMENT
2.1 The Agreement shall commence in accordance with the Schedule and shall thereafter continue in force unless and until terminated in accordance with the Schedule.
2.2 Due to the nature of the services provided there is no evaluation period.
2.3 Throughout the term of the Contract and for twelve months after the termination for whatever reason the Client will not offer employment, solicit, use the services of or employ in any capacity involving work of the type carried out by the Company, any person who is or shall have been a servant or agent of the Company whilst the Contract is in force. The Client also agrees not within any such period to give employment to any firm or company which is managed or controlled directly by any such person, and which offers a similar service to that provided by the Company.
2.4 The Company and the Client shall hold any information of a confidential nature supplied or acquired pursuant to the Contract in strict confidence and secrecy and shall not use, disclose, publish or otherwise make available to any third party any such information save as is necessary for the proper performance of the relevant party's obligations under the Contract.
2.5 We may at our sole discretion refuse to supply the Service to you.
2.6 The risk of loss or damage to any goods supplied by the Company shall pass to the Client at the time of delivery but property shall not pass until all sums due or owing to the Company by the Client on any account have been paid. If the Client defaults in the punctual payments of any sums owing, then the Company shall be entitled to the immediate return of all goods sold (whether or not incorporated into other goods) to the Client and its Associates which hereby irrevocably authorises the Company and its employees and agents to recover the goods and to enter any premises of the Client and its Associates for that purpose. Recovery of the goods by the Company shall not discharge the Client’s liability to pay the whole of the price plus the cost of recovery and re-sale less the actual re-sale price received.
3. ORDER FORM
3.1 In order for the Customer to be provided with access to the Services, they must complete and sign the Order Form to include all the details required and submit this to a member of the BTM Sales Team for processing.
3.2 The Customer is responsible for the completion of the Order Form. BTM cannot be held accountable for any errors made by the Customer once the Order Form has been submitted.
4. PROVISION OF SERVICES
4.1 We agree to provide the Service in accordance with the Terms of the Agreement.
4.2 The provisioning period (the period from receipt and acceptance by BTM of a completed Order Form to activation of the service) for the Services is approximately 30 normal business days, but this is not guaranteed. In circumstances where this provisioning period is longer BTM will endeavour to inform the Customer on a regular basis about the progress and the expected date of completion.
4.3 Time for provision of the Service shall not be of the essence.
4.4 Due to the complex nature of the Service and public telecommunications networks generally we cannot warrant the Service will be provided without interruption or error, but we will use reasonable skill and care to ensure that the Service is properly managed.
4.5 We will use reasonable endeavours to correct faults in the Service which you report to us as soon as reasonably practicable. If you become aware of a fault in the Service, you agree to report the fault to our technical helpdesk without delay.
4.6 We may temporarily and immediately suspend provision of the whole or any part of the Service to enable us to carry out any repair, maintenance, or improvement or in the event of an emergency. We will restore provision of the Service as soon as reasonably practicable after such a temporary suspension.
4.7 The Customer agrees that we will be notified immediately if they become aware of any change in the circumstances which may lead them to believe that confidential information has become known to any unauthorised personnel.
4.8 The Customer agrees that we may, from time to time, suspend and/or change their password (at our discretion) if we feel that such a step is in the interests of security.
4.9 The Customer is responsible for any misuse of the Services, even if a colleague or employee has committed the inappropriate activity. Therefore, steps must be taken by the Customer to ensure that others do not gain access with their account.
4.10 The Customer must agree not to use scripts or programs that interfere with or deny services to other users on any other server, host network or channel.
4.11 The Customer agrees to provide an authorised technical contact, authorised contact number and password, to keep any records of such details and any other confidential information provided by us in a safe place to take all necessary steps to ensure the security of such records.
4.12 The Customer agrees to without prejudice to the Terms and Conditions, keep such information private and confidential and ensure, at all times, that this information does not become known to any unauthorised personnel.
4.13 The Customer acknowledges that in order to make proper use of the Service you will require a working knowledge of the internet, the web, and email communication functions. It is your responsibility to obtain and maintain appropriate telecommunications facilities to enable you to access the Service and to configure your systems correctly, including but not limited to enabling files and emails to be received and transmitted correctly using the Service.
4.14 The Customer acknowledges that if they exceed any service limit as set out in the Schedule without prior written consent data previously saved using the Service may not be stored or deleted, and some or all emails which are intended to be sent to or received by you may not reach their intended recipient and stored emails maybe deleted on a “first in, first out” basis. Once deleted neither we nor you will be able to retrieve data stored pursuant to the Service. Not applicable to Email Pro, or MasterCloud.
5. RIGHTS OF BTM LTD
5.1 Where BTM provide firewall protection in conjunction with the Services, we will not be held responsible for any unauthorised access to the Customers service, data or content unless caused by our gross negligence.
5.2 If BTM are in breach of this agreement and within a reasonable time can remedy this breach this will be the sole remedy for the Customer.
5.3 BTM may with written notice to the Customer of not less than 1 month, elect to provide the Services from premises other than a designated Hosting Centre provided those premises afford the same level of service. Any cost and expense incurred will be borne by BTM.
5.4 The customer undertakes to ensure that payment is received by BTM in advance for each billing period and authorises BTM to suspend services immediately should payment not be made on time. BTM reserve the right to charge a reconnection fee of nor more than 50% of one month’s service charge following a service suspension.
5.5 BTM reserves the right to schedule periods of downtime of Services for necessary maintenance. We will do our upmost to ensure that these periods are at times where we believe the usage of the system is at its minimum. Customers will be given a minimum of one week’s notice.
5.6 BTM reserves the right to terminate the Agreement with the Customer, if the Customer is using the Service fraudulently or in connection to theft, piracy, drug-trafficking, human-trafficking, money laundering, terrorism, or any other illegal activity, or have any involvement in the use of offensive and/or hate material.
5.7 BTM Reserves the right to charge a fee for services if you elect to reduce the number of users on the contract by more than 20%; all removal of user requests requires 30 days’ notice.
5.8 BTM reserves the right to invoke a Fair Use Policy (FUP) in certain circumstances. A copy of the FUP can be supplied on request.
6. MANAGEMENT AND SUPPORT
6.1 BTM will ensure that the Customer has access to technical support (by telephone or email) during Normal Business Hours for major faults affecting or interrupting the operation of the Services and for general troubleshooting help in relation to the contracted service. These are both subject to the SLA.
The management and support provided by BTM will include.
6.1.1 Managing all hardware components.
6.1.2 The setup of the required Base Package as detailed in the Order Form.
6.1.3 Maintaining some of the Core Software installed on the Server and the provision of the required number of user licences to the Customer.
6.1.4 Install, subject to prior agreement between BTM and the Customer, any Additional Application Software over and above the Services.
The management and support provided by BTM will NOT include.
6.1.5 Maintenance, support or guarantee of any Additional Application Software unless under further agreement with the Customer. Where an agreement between BTM and the Customer exists, any support will be provided on a "best effort" basis at the discretion of BTM and under instruction of the Customer. For Additional Application Software, an installation and testing charge will be payable as specified in the Order Form.
6.1.6 Any matters outside the scope of the Service including without limitation responsibility for the Customer and End User Configuration Parameters and System Settings.
7. SERVICE PERIOD
7.1 Unless otherwise terminated or suspended in accordance with this Agreement, the Services, shall be provided for a minimum service period of 12 months from the date of activation.
7.2 On expiry of the periods referred to in clause 7.1 above, the Services will, unless terminated ninety days before the date of such expiry, automatically renew for a further period of twelve months.
8. ACCEPTABLE USE, DATA PROTECTION AND MICROSOFT LICENSE
8.1 You undertake to procure that those of your employees, agents, and sub-contractors who access the Service comply with the provisions of this clause 8 and agree that you shall be liable for failure on the part of such employees, agents, and sub-contractors and Customers to comply.
8.2 You acknowledge that services in the nature of the Service have finite storage, speed, resilience and operating capacity which must be shared and balanced between our clients and that Fees have been calculated with reference to the capacity of the Service.
8.3 You agree that it is reasonable for us to impose limitations on the manner in which you may use the Service and, if necessary, withdraw your authorisation to use the Service if we deem that it is reasonable to do so with regard to other clients. You agree to comply with any limits of the Service as set out in the Schedule.
8.4 You acknowledge that the speed at which data is transmitted to and from the Service is largely dependent on factors which are outside our control, including but not limited to the capacity constraints of the public telecommunications network.
8.5 Your use of the Service must be for lawful purposes, and you shall comply with all legal requirements including but not limited to respecting third parties copyright, trademarks and software licenses and all applicable legislation and codes of practice throughout the world relating to the processing of personal information including but not limited to the Data Protection Act 1998. You further acknowledge that it is your responsibility to take legal advice in relation to all applicable laws.
8.6 You may not copy, rent, lease, sublicense, display, reverse engineer, modify or alter any software owned or developed by us.
8.7 You agree that you will not use the Service in any way to:
8.7.1 publish, post, distribute or disseminate defamatory, infringing, obscene, indecent or unlawful material or information.
8.7.2 threaten, harass, stalk, abuse, disrupt or otherwise violate the rights (including rights or privacy and publicity) of others.
8.7.3 engage in illegal or unlawful activities.
8.7.4 transmit spam or distribute viruses, or otherwise deliberately abuse any part of the Service.
8.8 By entering into the agreement, you are consenting to our using and/or disposing of your personal information for the following purposes:
8.8.1 Providing, or arranging for third parties to provide, the Service, which may involve disclosing you and/or your employees’, agents’, or sub-contractors’ or Customers’ personal information to third parties.
8.8.2 As required by law from time to time.
8.9 We may record any telephone call you make or receive from us and store the emails you send or receive from us, for the above purposes and in order to monitor service standards.
8.10 We reserve the right to view data held on the Server in the course of maintaining and developing the Service but at all times we will ensure compliance with the Data Protection Act 1998.
8.11 We reserve the right in our sole discretion, but shall not be obliged, to remove any data from the Server which we reasonably believe contravene the Agreement.
9. FEES AND PAYMENT
9.1 All charges and other sums due from the Customer in respect of the Services service shall be set out in the Order Form. BTM will only acknowledge acceptance of the order upon receipt of a correctly completed order form from the Customer.
9.2 All amounts payable by the Customer in accordance with the Order Form shall be exclusive of V.A.T. at the current standard rate.
9.3 If the Customer requires Additional Application Software in addition to the applications included in the Service, a testing and installation charge will be applied as detailed on the Customer's Order Form in the Service Schedule. Any necessary licensing for the Additional Application Software is the responsibility of the Customer.
9.4 If the Customer requires additional hardware to provide the Services; for example, but not limited to telephone lines for DSL or other telephony use, the Customer shall pay all reasonable costs incurred by BTM in installing that technology and undertaking any necessary network upgrades.
9.5 If during any month the electricity consumed by the Customer Racks exceeds 16 amps, then the Customer shall pay the additional amp charges to BTM from time to time in force at prevailing rate. Not applicable for MasterCloud
9.6 The Customer shall pay the charges on either a monthly, quarterly or annual basis in advance as stated in the completed Customer Order Form. An invoice for the agreed services will be provided for the Customer following receipt of the signed Order Form, terms and conditions.
9.7 Data restores are available upon request and will be billed as per the s standard hourly engineering charges.
9.8 BTM will make all reasonable attempts to contact the Customer if they are likely to exceed the agreed bandwidth allocation. If the bandwidth allocation is exceeded BTM reserve the right to charge a FEE. Not applicable for MasterCloud
9.9 Payment terms for all Clients are 30 days from date of invoice and only in exceptional cases will Clients be given longer and in the case of new Clients or in certain situations the Company may require terms to be less than 30 days. Any variation in these terms must be agreed in writing before any order is placed.
9.10 Questions arising from the submission of an invoice or conduct of an assignment will not be entertained by the Company, unless raised in writing within 14 working days of the invoice date.
9.11 Any invoice not paid within the payment terms (unless a specific agreement has been made with the Company, in writing), will be subject to interest charges automatically from the due date for payment until payment is made with a set rate of interest of 4% above the Company’s bankers’ base rate. This charge will be issued as a separate invoice payable within 7 days of its date.
9.12 Payment in full of the price, together with any additional charges incurred in accordance with these Conditions shall become due immediately if the Client becomes unable to pay its debts as they fall due or has a receiver, administrator or administrative receiver appointed over a substantial part of its assets or a resolution is passed or an order made for its winding up (other than for the purposes of a solvent reconstruction), or if any composition or arrangement is entered into with its creditors or it ceases or threatens to cease to carry on business.
9.13 The risk of loss or damage to any goods supplied by the Company shall pass to the Client at the time of delivery buy property shall not pass until all sums due or owing to the Company by the Client on any account have been paid. If the Client defaults in the punctual payments of any sums owing, then the Company shall be entitled to the immediate return of all goods sold (whether or not incorporated into other goods) to the Client and its Associates which hereby irrevocably authorises the Company and its employees and agents to recover the goods and o enter any premises of the Client and its Associates for that purpose. Recovery of the goods by the Company shall not discharge the Client’s liability to pay the whole of the price plus the cost of recovery and re-sale less the actual re-sale price received.
9.14 If this Agreement is terminated at any time, you shall not be entitled to a refund of charges paid.
9.15 Prospective Clients wishing to open a 30-day credit account should apply to the Company enclosing full details of address, two trade references and the name of their banker. Until the Company has confirmed the opening of an account, Services will only be supplied on a cash with order basis and the Company may require a guarantee from the Director(s) or proprietor of the Client before the approval of a credit account.
10. VIRUSES AND SPAM FILTERS
10.1 We will endeavour to ensure that any materials which we send to you will be free from viruses and corrupt files, but we cannot guarantee this. If we discover any defect in any materials, we have sent you we will inform you as soon as reasonably practicable.
10.2 If we have agreed to provide a spam filtering service as part of the Service, by using the Service you acknowledge that not all spam will be successfully identified and may pass to your computer systems or network.
10.3 You acknowledge that by trying to identify spam and potential viruses and other harmful content, we may delete false positives whereby emails you deem to be legitimate may be deleted. We shall not be liable for any loss or damage caused to your business by the deletion of emails.
10.4 We shall not be liable for any loss or corruption of data saved and emails sent, received or saved using the Service.
11. ARCHIVING, DATA STORAGE AND BACKUPS
11.1 If the Service includes data storage/archiving, you acknowledge that such service is a service of last resort and that you will continue or implement separate backup procedures so that in the event that our storage/archiving service fails you will still be able to access all of your data using your alternative backup procedures. You agree and you undertake to procure that your customers agree to have external systems in place to manage this aspect of the Service. Clause 11.1 is not applicable for Email, MasterCloud, ore Cloud Drive.
11.2 We cannot and shall not be liable for any loss or damage suffered beyond our control.
11.3 We cannot and shall not be liable for any consequential loss or damage suffered.
12. TERMINATION
12.1 Upon activation of the Services the Customer may only end this agreement by notice equal to the minimum cancellation notice period, which must expire on or after the initial minimum 12 months service period or subsequent 90 day rolling renewal.
12.2 Unless otherwise stated, the minimum cancellation notice period is 90 days (to expire on or after the minimum service period)
12.3 If notice is not received from the Customer within the minimum service period, the agreement will automatically renew.
12.4 BTM reserve the right to suspend the Services immediately should the Customer be in serious breach of this agreement and terminate the Services where any breach is not rectified by the Customer within 14 days after notification of the breach by BTM.
12.4.1 If the Customer convenes any meeting of creditors or passes a resolution for winding up or suffers a petition for winding up or has an administrator receiver or receiver appointed over the whole or part of their assets or suffer the appointment of an administrator or go into liquidation or in BTM’s reasonable opinion are unable to pay their debts as they fall due.
12.4.2 If BTM are directed by any competent authority to cease the provision of the Service or any part of it.
12.4.3 In the event of an emergency and BTM are unable to contact any of the Customer’s emergency contacts within thirty minutes of attempting to do so.
12.4.4 In the event of any actual or suspected security breach.
13. CONSEQUENCES OF TERMINATION
13.1 Upon termination of the Agreement for any reason we will suspend your access to the Service and delete all data stored on the Server that has not been collected or removed by customer within 21 days of termination.
13.2 We shall not be liable for loss or damage suffered by you in connection with any failure by you in connection with or upon termination of this agreement, it is your responsibility to remove data within 21 days (see 13.1).
13.3 All fees and any other sums due and payable under the Agreement shall become immediately due and payable and all rights and usage in respect of the Microsoft License shall cease immediately in the event of termination for any reason whatsoever.
13.4 Re-Connection of Services may incur charges, and a deposit maybe required.
14. INTELLECTUAL PROPERTY RIGHTS
14.1 We and our technology and licensing partners own any intellectual property rights in all aspects of the Service.
14.2 You agree that you will not, and procure that your employees will not, copy, redistribute, publish, modify or revise any part of the Service without our prior written consent. This provision shall survive termination.
15. LIABILITY
15.1 You acknowledge that:
15.1.1 The value of data stored using the Service and the amount of any direct, indirect or consequential loss which you may suffer or incur as a result of any loss, corruption or damage to such data can only be known or ascertained by you and are disproportionate to the Fees which are not related to the value the information or data contained in such data.
15.1.2 We are not able to accept unlimited liability.
15.1.3 In the interest of keeping the Fees to a reasonable level we cannot cover every risk normally associated with services in the nature of the Service.
15.2 Nothing in the Agreement shall exclude or restrict our liability for fraudulent misrepresentation or for personal injury or death resulting from our negligence or the negligence of our employees while acting in the course of their employment.
15.3 Notwithstanding anything else in the Agreement, our liability in contract, tort (including negligence), misrepresentation (other than fraudulent misrepresentation) or otherwise arising out of or in connection with the provision of the Service or otherwise in relation to the Agreement, or other performance or non-performance or our obligations under the Agreement shall, unless the subject of clause 15.2; at all times not exceed a sum equal to 100% of the Fees payable under the Agreement in any annual period (excluding MasterCloud).
16. WARRANTY
16.1 In the event that the company provides hardware, the warranty of the manufacturer will apply, and Client agrees to return faulty equipment to the manufacturer at Client expense. All other warranties whether express or implied by statute or otherwise (other than the warranty of title but including the warranties of merchantable quality and fitness for purpose) are hereby excluded. BTM acts as an Agent for the manufacturer; and the warranty is between the end user and the manufacturer.
16.2 The Company shall not be liable to the Client in any way whatsoever for any delay in completing the Services nor for any indirect or consequential loss which the Client may suffer.
16.3 The Company shall be responsible to the Client in the event of the latter suffering direct loss attributable to a wilful and/or negligent breach by the Company of any of its obligations under the Contract provided always that the Company's liability in respect of any loss (including all manner of costs, fees and expenses) shall not exceed the total monies paid by the Client to the Company for the Services concerned and for the avoidance of doubt the Company shall be deemed not to have committed a breach when acting upon instructions from the Client.
17. CLIENTS INDEMNITY
17.1 The Client shall indemnify the Company against any liability, costs and other expenses directly or indirectly incurred or suffered by the Company in connection with claims or proceedings brought against the Company by third parties resulting from its actions in accordance with the Client's instructions.
18. PERFORMANCE OF OBLIGATIONS
18.1 The Company shall be entitled to perform any of the obligations undertaken by it and to exercise any of the rights granted to it under the Contract through any company in its group of companies or sub-Contractors.
18.2 The Client may not, without the written consent of the Company transfer, charge or otherwise dispose of any of its rights or obligations under the Contract or otherwise delegate any of its obligations hereunder.
19. EMERGENCY CONTACTS
19.1 You undertake to provide us with details that we may request in respect of emergency contacts and procure that we will always be able to communicate with your emergency contacts within thirty (30) minutes of attempting to do so in
20. USE OF REPORTS AND FILES
20.1 Reports submitted by the Company to the Client shall not be used by the Client until payment has been made in full at which time and not earlier the Client shall be licensed to use the same solely for the purpose for which they were produced. The Client shall not be entitled to transfer this license, nor shall any third party be entitled to rely upon the same.
20.2 Draft reports and working papers, save those provided by the Client, will remain the property of the Company and are not transferable to any third party.
21. QUOTATIONS
21.1 Quotes will remain valid for a period of 14 days from the date of submission and are based on the estimated time required to provide the Services and unless specified exclude disbursements and VAT. The Company reserves the right to revise charges to take account of any increase in the cost to the Company of providing the Services.
21.2 Any delivery times quoted are advisory only and may be subject to alteration dependent on supplier’s delivery to the Company. The Company cannot accept responsibility for any loss suffered by the Clients in respect of delay or price increase beyond the Company’s control.
21.3 Any discounts must be agreed at the point of order with the Company and will be shown as a discounted rate on the invoice. All discounts are subject to the invoice being paid within the agreed terms and any invoice that is not so paid, will have all discounts revoked upon which the full amount will be due.
21.4 Any performance figures quoted or referred to in any specification or other document used in concluding a Contract are estimates only, based on assumed conditions in a well-managed office with experienced, adequate and efficient operators and appropriate services, and proper use of satisfactory materials.
22. FORCE MAJEURE
22.1 We shall not be liable to you for any failure to provide the Service or any aspect of it for breach by us of the Agreement, where such failure or breach is due to a reason outside our control, including, but not limited to, failure of a third party telecommunications provider or your information or communications technology systems, lightning, exceptionally severe weather, fire, explosion, war, riots, industrial disputes, acts of terrorism, government action or regulation or national or local emergency. If such failure to deliver continues for more than 90 days after the commencement of such failure, then either party may terminate the Agreement on notice in writing to the other party.
23. CANCELLATION
23.1 No Contract or order may be cancelled without the Company’s written consent. In the event that cancellation is agreed for whatever reason, the Client shall indemnify the Company against all costs, claims, loss and expenses occasioned thereby including any consequential loss and loss of profits.
24. GENERAL
24.1 You warrant that you have not relied on any oral representation made by us or upon any descriptions, illustrations or specifications contained in any catalogues, websites and publicity material produced by us which are only intended to convey a general idea of the software, products, and services mentioned in such material.
24.2 Any delay by us in enforcing the provisions of the Agreement shall not prejudice or restrict our rights and any waiver of rights by us shall not operate as a waiver of subsequent breach and any right, power or remedy conferred upon or reserved for us in the Agreement shall be exclusive of any other right, power or remedy available to us and each such right, power or remedy shall be cumulative.
24.3 The Agreement supersedes all prior agreements, arrangements and undertakings between you and us in relation to the Services listed in the Schedule and constitute the entire agreement between you and us relating to its subject matter. Subject to the terms of this Agreement, no addition to or modification of any provision of the Agreement shall be binding upon the parties unless made in writing and signed by a duly authorized representative of each of you and us.
24.4 In the event that any provision of the Agreement is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable the parties shall amend that provision in such a reasonable manner as achieves the commercial intention of the parties without illegality or at our discretion may be severed from the Agreement and the remaining provisions of the Agreement shall remain in force.
24.5 Nothing in the Agreement confers on any party other than you or us any benefit or right to enforce any of the terms of the Agreement.
24.6 The Agreement shall be governed by and construed in accordance with the laws of England and the parties submit to the non-exclusive jurisdiction of the Courts of England.
24.7 The normal business hours of BTM are Monday, Tuesday, Wednesday, Thursday, and Friday between 08:30am and 17:30pm. We do not open on Bank Holidays, and weekends.
25. TELEPHONE SERVICES AND INTERNET PROTOCOL ADDRESSES
25.1 If Telephone Services are part of the Services, BTM shall use its reasonable endeavours to provide uninterrupted Telephone Services, however no warranty or other representation is given by BTM that any Telephone Service will be error or fault free or offer all of the services and facilities associated with traditional telephone lines (and for this reason, the Customer shall ensure that appropriate alternative arrangements are in place for the making of emergency calls). BTM shall have no liability to the Customer in respect of any interruptions to any Telephone Service (other than to pay any applicable Service Credits) and the Customer shall not be entitled to any refund of Charges (or to withhold payment of any Charges). In particular, the Customer acknowledges that the performance of any Telephone Services may be impaired by the uploading or downloading of data by the Customer across the same network used to provide those Telephone Services and that BTM shall have no liability to the Customer (including to pay Service Credits) in such circumstances.
25.2 Where the Customer uses equipment in connection with any Telephone Service of a type not approved for use with that Service by BTM, BTM shall have no liability to the Customer (including to pay service credits) as a result of any errors or faults with any Service which are attributable to the Customers use of such un-approved equipment.
25.3 BTM shall use its reasonable endeavours to resolve any fault with any Telephone Service which is reported to it by the Customer as soon as reasonably practicable. In the event that BTM agrees to work outside of its normal Business Day to remedy any such fault, then this shall be subject to the Customer agreeing to pay BTM’ additional charges for such out of hour’s work. BTM reserves the right to charge the Customer for any such work undertaken by BTM in investigating and/or remedying any fault with any Telephone Service which is reported to it by the Customer which subsequently turns out not to exist, to have been caused by the act or omission of the Customer or to have been caused by the Customer using equipment in connection with any Telephone Service of a type not approved for use with that Service by BTM.
25.4 Where BTM provides any Internet Protocol addresses, telephone numbers or codes to the Customer as part of any Service then the Customer shall not acquire any legal, equitable or other rights in respect of the same other than the right to use the Internet Protocol address, telephone number or code in question during the Term of the relevant Service in accordance with the terms of the Contract. All intellectual property rights subsisting in any Internet Protocol address, telephone number or code provide to the Customer by BTM shall at all times remain vested in BTM or its third-party licensor (as applicable).
25.5 The Customer shall not sell, transfer or lease any Internet Protocol address, telephone number or code which is provided to it by BTM and, subject to Clause 7.6, upon termination of the Service in connection with which any Internet Protocol address, telephone number or code was provided, the right to use such Internet Protocol address, telephone number or code shall revert to BTM.
25.6 Subject to there being an appropriate porting agreement in place between BTM and the relevant network carrier, the Customer may ‘port’ telephone numbers to and from BTM.
25.7 BTM reserves the right to withdraw or change any Internet Protocol addresses, telephone numbers or codes which have been provided by it to the Customer at any time on notice.
26. DELIVERY OF NOTICES
26.1 All notices under the Contract shall be in writing and shall be sent to the address of the recipient set out in the Contract or such other addresses as the recipient may designate by notice given in accordance with the provision of this clause. Any such notice may be delivered personally or by first class pre-paid letter or facsimile transmission and shall be deemed to have been made, if by hand, when delivered, if by first class post, 48 hours after posting and if by facsimile transmission, when despatched; if via email it is deemed delivered when a receipt request has been made and received. (email is support@btmit.co.uk)
26.2 The Customer agrees that they must keep the contact information provided to BTM on the Order Form up to date as any notice or other information relating to the Services will be sent to that e-mail address.
26.3 If the Customer wishes to serve BTM notice on this agreement it must be done so in writing and sent first class to our registered office marked for the attention of the Accounts Manager or by e-mail to support@btmit.co.uk. Once this has been received by BTM a written acknowledgement will be sent to the Customer contact.