These terms and conditions (“Terms”) apply to all services provided by DIT Universal Solutions (DITUS) and the individual or company applying for the provision of services by DITUS (“Customer”).
These Terms are applicable only to the provision of services to business customers and the services are for business use only.
PART A – GENERAL TERMS
1 1.1 In these Terms, the following expressions shall have the following meanings:
Commences on the Live Date and will run until the renewal date in the next Month (for example, where the Live Date is 5th April and the renewal date is 1st May, the Billing Month will run until 1st May );
The charges charged to the Customer for the provision of the Services calculated either in accordance with DITUS’s quotation supplied in writing to the Customer or if no such quotation has been supplied, in accordance with the Price List applicable at the time the Customer places an Order;
Trade secrets business and other information which is identified as confidential or proprietary by either party or the nature of which is clearly confidential or proprietary;
The contract for the provision of Services incorporating these Terms;
means any Material and any data or other information (including third party Material) provided to DITUS by or on behalf of the Customer for use with the Services;
A website on the World Wide Web belonging to the Customer;
The business customer with which the Contract is formed (as named on the Order Form or communicated to DITUS over the telephone when placing an Order) in accordance with these Terms;
Material that under the laws of any jurisdiction where the Material can be accessed is any of the following: unlawful, threatening, abusive, harmful, malicious, obscene, pornographic, profane, libellous, defamatory, infringes any Intellectual Property Rights, constitutes or encourages a criminal offence or contains a virus, worm, trojan horse or other harmful code;
The initial duration of each Service, being either 12 months or 1 week, as stated on the Order Form or as otherwise notified to the Customer in writing by DITUS;
“Intellectual Property Rights”
Copyrights, patents, registered and unregistered design rights, topography rights, trademarks and service marks and applications for any of the foregoing, together with all trade secrets, know-how, rights to confidence and other intellectual and industrial property rights in all parts of the world;
The date on which DITUS commences provision of the Services to the Customer;
Includes, in addition to a document in writing, a map, plan, design, drawing, picture or other image, text, graphics, sound, video or any other record of any information in any form;
A calendar month;
The form (whether electronic or paper-based) on which the Customer selects the Services to which it wishes to subscribe, incorporating these Terms;
An order for the Services placed by the Customer (using an Order Form or over the telephone or otherwise, in accordance with DITUS’s quotation) subject to these Terms;
A list of DITUS’s prices current at that date for each of the Services as available on DITUS’s Website or from DITUS by email on request and incorporating these Terms;
Laws relating to data protection and any laws governing Inappropriate Material;
The first or any subsequent anniversary of the Live Date;
In relation to Services with an Initial Period of 12 Months, a period of 12 Months commencing on an anniversary of the Live Date;
Any computer server equipment operated by DITUS in connection with the provision of the Services;
The services identified on any quotation, Order Form or otherwise agreed to be provided by DITUS to the Customer pursuant to these Terms;
Internet for Everything Limited trading as DIT Universal Solutions registered in England under number 11692691, whose registered office is at 109A The Moors Kidlington OX5 2AQ UK. And registered in Sweden under number 7012140815, whose registered office is at Askims Dommarringsväg 144 43638 Askim Göteborg Sverige.
“DITUS Cancellation Form”
DITUS,s online cancellation form located at https://www.dit-universal.co.uk or https://www.dit-universal.com
DITUS’s Website located at https://www.dit-universal.co.uk or https://www.dit-universal.com or such other Internet Protocol address as may be adopted by DITUS from time to time;
the Customer’s login name and password and any other access details for use with the Services;
references to “writing”, “written” and cognate expressions shall include facsimile transmissions and Material transmitted in electronic form.
In these Terms:
The headings are for convenience only and shall not affect their interpretation;
- references to clauses, Parts and Sections, unless otherwise provided, are references to clauses, Parts and Sections, of these Terms and references to any schedules unless otherwise provided, are references to schedules to the Contract
- the single includes the plural and vice versa and a reference to one gender includes the other gender;
- except where the context requires otherwise the singular includes the plural and vice versa; a reference to one gender includes a reference to the other gender;
- words denoting persons include firms and corporations and vice versa; the words “include” or “including” shall be construed without limitation to the words following;
- a reference to any statute or statutory provision includes a reference to that statute or statutory provision as amended, re-enacted or extended at the relevant time; and includes any subordinate legislation for the time being in force made under it.
- Part A of these Terms shall apply to all Services provided to the Customer. In addition to Part A, Part B of these Terms shall apply to the extent that the specific Services described in Part B are supplied to the Customer. In case of conflict between the provisions of Part A and Part B of these Terms, the provisions of Part B shall apply.
BASIS OF SUPPLY
DITUS shall provide the Services in accordance with the Order, subject in all cases to these Terms, which shall govern the Contract to the exclusion of any other conditions subject to which any such Order Form or quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Customer.
No variation to these Terms shall be binding unless agreed in writing by DITUS. DITUS’s employees or agents are not authorised to make any representations concerning the Services unless confirmed by DITUS in writing. In entering into the Contract the Customer acknowledges that it does not rely on any such representations, which are not so confirmed, but
nothing in these Terms affects the liability of either party for fraudulent misrepresentation.
Any advice or recommendation given by DITUS or its employees or agents to the Customer or its employees or agents as to the application or use of the Services which is not confirmed in writing by DITUS is followed or acted upon entirely at the Customer’s own risk, and accordingly DITUS shall not be liable for any such advice or recommendation which is not so confirmed. Any typographical, clerical or other error or omission on DITUS’s Website or in any sales literature,
Order Form, quotation, price list, acceptance of offer, invoice or other document or information issued by DITUS shall be subject to correction without any liability on the part of DITUS.
ORDERS AND SPECIFICATIONS
No Order submitted by the Customer shall be deemed to be accepted by DITUS unless and until
confirmed in writing (usually by invoice and covering letter acknowledging and accepting the Order)
by DITUS’s authorised representative.
The Customer shall be responsible to DITUS for ensuring the accuracy of the conditions of any Order
(including any applicable specification) submitted by the Customer, and for giving DITUS any
necessary information relating to the Services within a sufficient time to enable DITUS to perform
the Contract in accordance with its conditions.
The Services and any specification for them shall be as set out in the Order (if accepted by DITUS) or
otherwise in accordance with DITUS’s current website, brochure or other published literature
relating to the Services from time to time, subject always to these Terms.
DITUS reserves the right to make any changes to the Services, which are required to conform with
any applicable statutory or E.U. requirements or which do not materially affect the nature or quality
of the Services.
No Order which has been accepted by DITUS may be cancelled by the Customer except with the
agreement in writing of DITUS and on conditions that the Customer shall indemnify DITUS in full
against all loss (including loss of profit), costs, damages, charges and expenses incurred by DITUS as a
result of such cancellation.
CHARGES & PAYMENT
4.1 Unless otherwise agreed in the writing the Charges and any other sums payable under the Contract (including any additional sums which are agreed between DITUS and the Customer for the provision of the Services or which, in DITUS’s sole discretion, are required as a result of the Customer’s instructions or lack of instructions or any other cause attributable to the Customer) shall be paid by the Customer (together with any applicable Value Added Tax and without set-off or deduction) within 14 days of each invoice.
All Charges quoted to the Customer are exclusive of any Value Added Tax, for which the Customer shall be additionally liable at the applicable rate from time to time. Unless otherwise specified by DITUS in writing, the Customer shall pay the Charges either annually in advance for Services which are subject to a 12 month Initial Period or weekly in advance for Services
which are subject to a one (1) week Initial Period. Payment of the Charges in advance is a pre- condition to receipt of the Services. Services will not commence until DITUS have received the first payment for the Services ordered.
DITUS reserves the right to suspend or terminate the provision of Services if Charges are not received by DITUS in accordance with payment times for each of the Services as communicated by DITUS to the Customer. Any third party costs (including but not limited to court costs) which DITUS may incur in respect of processing the payment for the Services on behalf of the Customer (for example, in respect of cheques which are refused for insufficient funds, or bank payments where DITUS incurs a charge) shall be paid by the Customer within 7 days of being so notified in writing by DITUS. Time for payment shall be of the essence and no payment shall be deemed to have been made until DITUS has received a cheque, successfully processed the customer’s credit card or received wired funds directly into a DITUS bank account. If the Customer disputes the amount of any invoice it must notify DITUS in writing within 7 days of receiving such invoice. The Customer shall pay the undisputed part of any such invoice with the balance, if any, to be paid following resolution of the dispute.
If any sum payable under the Contract is not paid within 14 days of the due date then (without prejudice to DITUS’s other rights and remedies ):
DITUS may charge interest on a daily basis on the overdue amount and on outstanding interest from the date of such failure until payment (both before and after judgment) at the rate of 4% above the base rate for the time being in force of UK National Westminster Bank plc. DITUS reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and/or 4.9.2 4.10 4.11 5 terminate or suspend without liability and without prior notice the Contract and/or
the Services to which the late payment relates forthwith in accordance with clause 11. Non-delivery or non-performance of services by any third party other than DITUS 's sub-contractors shall not give the Customer any right to delay any payment to DITUS or to make any claim whatsoever against DITUS.
DITUS may at any time and from time to time by not less than 28 days notice in writing to its Customers vary the Charges for any Services supplied by it. Within 7 days of receiving such notice the Customer may notify DITUS in writing that it wishes to terminate the Services affected by the proposed increase with effect from the date of any proposed change to the Charges and DITUS may then choose to alter the Charges, withdraw the notice, or accept the Customer’s notice of termination.
TITLE IN PROPERTY
5.1 5.2 6 Ownership in any equipment (such as a laptop, tablet, firmware, software, application, etc) which DITUS may supply to the Customer, employees and agents as part of the Services/Contract- agreement remains the property of DITUS unless the Customer has paid DITUS in full for any such equipment and all other sums which are or which become due to DITUS from the Customer on any account.
Where the Customer’s right to possession has terminated the Customer grants DITUS, its agents and employees an irrevocable licence at any time to enter any premises where such equipment supplied by DITUS is or may be stored in order to recover them.
5.1 5.2 6 Ownership in any equipment (such as a laptop, tablet, firmware, software, application, etc)
which DITUS may supply to the Customer, employees and agents as part of the Services/Contract-
agreement remains the property of DITUS unless the Customer has paid DITUS in full for any such
equipment and all other sums which are or which become due to DITUS from the Customer on any
Where the Customer’s right to possession has terminated the Customer grants DITUS, its agents and
employees an irrevocable licence at any time to enter any premises where such equipment supplied
by DITUS is or may be stored in order to recover them.
TERM AND RENEWAL
6.1 6.2 The Contract shall commence on the date of written acknowledgment by DITUS of the first Order for Services placed by the Customer and unless otherwise terminated in accordance with the terms of the Contract shall continue until the expiry or termination of the last of the Services.
Each of the Services shall commence on the Live Date for that Service as agreed in writing by DITUS and the Customer and unless otherwise stated in writing in the Contract or terminated in accordance with these Terms the Contract shall continue for the Initial Period for that Service and thereafter:
- 6.2.1 6.2.2 6.3 7 for Services which are subject to an Initial Period of twelve Months, for further Renewal Periods of twelve months, unless and until DITUS receives 30 days notice prior to the Renewal Date via email from the Customer to terminate that Service, such notice to take effect from the first day of the next Renewal Date or
- for Services which are subject to an Initial Period of one Month, for further periods of one Month, unless and until DITUS receives 30 days notice prior to the Renewal Date via email from the Customer to terminate that Service, such notice to take effect from the first day of the next Billing Month following the expiry of the 30 days notice.
The Customer grants DITUS permission to charge any sums due under the Contract at a Renewal Date and/or at the beginning of a Billing Month for all Services which have not been terminated pursuant to clause 6.2 above to any debit card, credit card or bank accounts of which DITUS has been informed pursuant to the Order. Where debit card, credit card or bank account information has not been provided DITUS shall invoice the Customer for the renewed Services and payment shall
be due within 14 days of the date of such invoice (as stated above). DITUS shall not be required to provide any renewed Services until payment for the same has been received in full.
CUSTOMER AUTHORISATION, OBLIGATIONS & UNDERTAKINGS
7.1 7.2 7.2.1 The Customer hereby appoints DITUS to act on its behalf in conjunction with the provision of the Services.
The Customer acknowledges and accepts that to enable DITUS properly to provide the Services it must co-operate with DITUS as required by DITUS and shall take account of and comply with all reasonable directions of DITUS in relation to its use of the Services. In particular:-
- the Customer must provide DITUS with accurate details of its trading name, e-mail and physical addresses, contact telephone numbers (including a valid landline number) and the Customer shall promptly notify DITUS in writing of any alterations to such information from time to time. The Customer shall be solely responsible for the accuracy and keeping up-to- date of all information and Materials which it provides to DITUS;
- the Customer shall at its own expense supply DITUS with all necessary Customer Material,
and all necessary data or other information relating to the Services, within sufficient time to
enable DITUS to provide the Services in accordance with these Terms. The Customer shall
ensure the accuracy of all Customer Material;
- the Customer shall observe authentication processes or security relating to the use of the
Services and keep all User Details confidential and restricted to those members of its staff who need to know such details and shall ensure all such staff are aware of the confidential nature of the User Details and treat it accordingly. The Customer shall be responsible for any use of the Services made through the Customer’s User Details. The Customer shall notify
DITUS without delay if it believes its User Details have been compromised;
- the Customer must obtain the consent of individuals whose personal data are to be held on
a domain name register or are otherwise provided to DITUS and otherwise comply fully with
the provisions of the Data Protection Act 1998 in respect of such data; and
- where the Customer is offering goods or services through any Website hosted by DITUS as part of the Services, the Customer undertakes to comply fully with the requirements of the Distance Selling Directive and any other applicable consumer laws in relation to such Website and, in particular but without prejudice to the foregoing, undertakes not to accept payment by debit or credit card for such goods or services except via such secure payment system as may be approved by DITUS in advance in writing or storing or processing credit card information on any server offered by DITUS as part of the Services and otherwise on the terms of Section 4 (“e-commerce”) below.
The Customer shall at its own expense retain duplicate copies of all Customer Material and insure against its accidental loss or damage. DITUS shall have no liability for any such loss or damage, however caused. The Customer shall ensure that it has suitable computer and communications equipment to utilise the Services from time to time. The Customer agrees to comply with any minimum requirements made available to the Customer in writing by DITUS’s from time to time. The Customer agrees to use the Services for lawful business purposes only and to comply with Relevant Legislation and all other laws and regulations applicable to its use of the Services. It is a condition of the Contract the Customer shall not (and shall ensure that others under its control will not) directly or indirectly:
- use the Services in a manner which infringes the Intellectual Property Rights, proprietary or personal rights of any third party;
- use the Services to knowingly or recklessly receive, access, post, transmit, offer for sale or link to any Inappropriate Material or to promote illegal or unlawful activity, or be otherwise actionable or in violation of any rules;
- avoid any authentication processes or security of the Services or interfere with the use of the Services by other customers of DITUS;
- impersonate any person, or entity or misrepresent its affiliation with anyone or entity;
- access or attempt to access parts of the Services that it is not authorised to access or collect or store Material belonging to other customers;
- otherwise use the Services so as to bring DITUS or its services into disrepute;
- do anything which may result in the reduced performance of DITUS’s Server, network or services to the detriment of DITUS, other customers of DITUS or any other third party, including, without limitation, sending unsolicited or spam e-mails, partaking in file sharing, or doing anything which may result in excess network traffic; and/or
- commit any act whereby access is gained by the Customer to any information or resources of anybody corporate or person, individual, partnership, government agency, national institution, charity or recognised organisation without first having obtained authority from those persons or institutions.
The Customer warrants in relation to all Customer Material that it has either: a) sole ownership of all Intellectual Property Rights in the Customer Material; or b) has obtained all necessary consents, approvals and licences for the use of Customer Material in connection with the Services and the use
of such Customer Material will not infringe any Intellectual Property Rights belonging to any third party.
In the event of allegations of a breach of clauses 7.2.1, 7.2.3, 7.2.4, 7.2.5, 7.2.6, 7.5 and/or 7.6 above, or if DITUS reasonably suspects such a breach has occurred, DITUS may, without giving notice to the Customer and without liability, suspend availability of the whole or part of the Services or the Customer’s Website over the Internet (if designed by DITUS in accordance with Section 2 (“Website Designing”) below) or remove the Customer’s Website or any part of it from DITUS’s computer system, pending clarification of such allegations or suspicion.
The parties shall notify each other as soon as reasonably possible after becoming aware of any third party allegation of a breach of the provisions of clause 7.5 and/or clause 7.6 above. The Customer acknowledges that DITUS may monitor and record its use of the Services. The Customer acknowledges that DITUS does not operate or exercise control over, and accepts no responsibility for the content of the Customer Website or the Customer’s Materials received by DITUS or transmitted using the Services.
8.1 8.2 8.3 9 The content of the DITUS Website provided to the Customer by DITUS is protected by Intellectual Property Rights. The Customer may retrieve and display the content of the DITUS Website on a computer screen but may not otherwise reproduce, modify, copy or distribute or use for commercial purposes any of the Materials or content on the DITUS Website without DITUS’s prior written permission. No licence is granted to the Customer in these Terms to use any trade mark of DITUS. The Intellectual Property Rights in the Customer Materials shall remain with the Customer (or relevant third party as appropriate) but DITUS shall be granted a non- exclusive licence to use the Customer Materials for the purposes of providing the Services in accordance with the Contract.
9.1 The Customer hereby agrees fully to indemnify, keep indemnified and hold harmless DITUS, its officers, employees, agents, sub-contractors and affiliated companies from and against any and all costs, claims, losses, damages and expenses (including, but not limited to, legal Charges) sustained or incurred by DITUS or any of its officers, employees, agents, sub-contractors or affiliated companies directly or indirectly and in any jurisdiction as a result of:
9.1.1 9.1.2 9.2 10 any breach of any of the warranties given by the Customer in the Contract; or the Customer or any party for whom it is legally liable’s negligence, wilful default, or breach of any of its obligations in the Contract.
The Customer agrees to pay on an indemnity basis all costs and disbursements incurred by DITUS in relation to any action brought by DITUS to enforce the provisions of the Contract whatever the value of the claim.
DITUS WARRANTIES AND LIABILITY
10.1 10.2 10.3 10.4 10.5 DITUS makes no warranties or representations that any Service will be uninterrupted or error-free. DITUS will use all reasonable endeavours to correct any material defect or interruption in the Services and to maintain the availability of the Services during the service periods stated to the Customer, but save as aforementioned the Customer accepts all Services provided hereunder "as is" without warranty of any kind.
All implied conditions, warranties and terms (whether express or implied by statute, common law, custom or otherwise) including, but not limited to, those relating to the exercise of reasonable care and skill, fitness for purpose and satisfactory quality (where applicable) are hereby excluded in relation to each of the Services to be provided hereunder to the fullest extent permitted by law. DITUS shall not be liable for any services or products to be supplied by any third party. DITUS shall have no liability to the Customer for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material or instructions supplied by the Customer which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Customer.
DITUS shall not be liable for any loss or damage of whatsoever nature suffered by the Customer arising out of or in connection with any breach of the Contract by the Customer or any act, misrepresentation, error or omission made by or on behalf of the Customer. DITUS shall not in any circumstances be liable for loss of or damage to data, and the Customer
agrees to take back-ups in accordance with best computing practice and retain full copies of all of the Customer’s data and Material (including copies of any Website) given to DITUS for the performance of the Services.
DITUS will not be liable for any indirect or consequential loss, damage, cost or expense of any kind whatsoever and howsoever arising (whether out of the provision of the Services or failure to provide the Services or otherwise), loss of production, loss of or corruption to data, loss of profits, revenue or contracts, loss of operation time, loss of goodwill or anticipated savings or any liability of the Customer to a third party, even if DITUS has been advised of the possibility of such loss. Subject to clause 10.9 below, DITUS’s maximum aggregate liability to the Customer under or in connection with
the Contract in respect of any direct loss (or any other loss) to the extent that such loss is not excluded by this clause 10, whether such claim arises in contract or in tort shall not exceed a sum equal to twice the Charges received by DITUS relating to the Services pursuant to which such claim arises.
Nothing in these Terms shall apply so as to exclude or restrict liability for death or personal injury resulting from the negligence of DITUS, its employees or its sub-contractors.
DITUS shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of DITUS’s obligations in relation to the Services, if the delay or failure was due to any cause beyond DITUS’s reasonable control.
11.1 11.2 11.2.1 If either party commits any material breach of these Terms (including a breach by the Customer of clause 7.5) and (if capable of remedy) fails to remedy the breach within 30 days after being required by written notice to do so, the other party may terminate the Service or Services in respect of which any breach is considered by that party to have been committed or all Services and the Contract on written notice. DITUS may terminate the Contract by notice in writing to the Customer having immediate effect if:
- the Customer is a company and a resolution is passed for its winding up or a petition for its
liquidation is presented; or
- the Customer is an individual and a petition for bankruptcy is presented against it;
- a receiver or liquidator (where the Customer is a company) or (where the Customer is an
individual) a trustee in bankruptcy is appointed over it or any of its assets;
- the Customer proposes or enters into any arrangement or composition with or for its
creditors (including any voluntary arrangement); or
- the Customer ceases, or threatens to cease, to carry on its business.
In the event that any of the circumstances identified in clause 11.2 arises, DITUS shall have the option to terminate the Service or Services in respect of which any breach is considered by DITUS to have been committed or all Services and the Contract; and In the event that any of the circumstances identified in Clauses 11.1 or 11.2 arises, DITUS shall be entitled to retain any sums paid to it by the Customer hereunder and recover any sums due to it pursuant hereto whether invoiced or not at the date of termination.
DITUS may terminate the Contract or any of the Services or part of any Services on 12 months written notice to the Customer.
Any termination of the Contract for any reason shall be without prejudice to any other rights or remedies a party may be entitled to at law or under the Contract and shall not affect any accrued rights or liabilities of either party.
Upon termination or expiry of the Contract or any or all of the Services for whatever reason:
- DITUS will be under no obligation to retain any of the Customer’s data and Material held on DITUS,s computer and will disable access to any Website and/or network through which the Customer received the terminated Services;
- the Customer shall not directly or indirectly attempt to access the Services which have
terminated or expired; and
- all provisions of the Contract which in order to give effect to their meaning need to survive
its termination shall remain in full force and effect thereafter.
If DITUS terminates the Contract pursuant to clause 11.1 or 11.2 DITUS may accept or decline any requests for supply of the Services in the future by that Customer, but if it accepts the same the Customer will be required to make payment of DITUS’s outstanding charges under the Contract in addition to DITUS’s standard reconnection charge applicable at the time of reconnection and DITUS shall not be obliged to carry out the reconnection until all such amounts, together with payment for
future Services have been paid in full.
12.1 12.1.1 12.1.2 12.2 12.3 12.3.1 12.3.2 12.3.3 12.3.4 12.3.5 13 Each of the parties agrees (subject to clauses 12.2 and 12.3) not to:
- disclose any Confidential Information received from the other party; or
- make any use of any such Confidential Information other than for the purposes of
performance of the Contract.
Each party may disclose Confidential Information received from the other to its responsible employees, consultants, sub contractors, suppliers or legal advisors who need to receive the information in the course of performance of the Contract or as required by law.
The confidentiality obligations under clause 12.1 shall not apply to any information which:
- is or subsequently becomes available to the general public other than through a breach by the receiving party; or
- is already known to the receiving party before disclosure by the disclosing party;
- is developed through the independent efforts of the receiving party;
- the receiving party rightfully receives from a third party without restriction as to use; or
- is required by a competent judicial or administrative body.
13.1 These Terms (together with any terms contained in an Order Form which have been accepted by DITUS in accordance with clause 3.1 and any other document expressly incorporated in the Contract) constitute the entire Contract between the parties, supersede any previous Contract or understanding and may not be varied except in writing between the parties. All other terms, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
13.2 13.2.1 13.2.2 13.3 13.4 13.5 A notice required or permitted to be given by either party to the other under these Terms shall be in writing and may be served personally or by first class prepaid recorded delivery or registered post or email or by facsimile transmission to the addressee at the following address:
- To DITUS: at the postal address or email shown on DITUS’s Website or an alternative address which DITUS may give to the Customer.
- To the Customer: at the postal address or email specified by the Customer when ordering the Services or an alternative address or email which the Customer may give to DITUS in writing.
A notice shall be deemed to have been served, if by personal delivery when delivered, if by first class prepaid recorded delivery or registered post 2 clear business days after having posted to the correct addressee and pre-paid or if sent by facsimile transmission to the correct fax number of the recipient as may at the relevant time have been notified in writing by the recipient, if sent during normal business hours then at the time of transmission and if sent outside normal business hours then on the next business day provided (in each case) that a confirmatory copy is sent by first class prepaid post or by hand by the end of the next business day.
As an alternative to clause 13.2 and 13.3, where a secure extranet facility is made available to the Customer by DITUS (for the purpose of this clause, “Extranet”) and the Customer’s access to the Extranet has been authenticated by DITUS, the Customer and/or DITUS may give a notice under these Terms to the other using the Extranet and such notice shall be deemed to have been served, if sent during normal business hours then at the time of transmission and if sent outside normal
business hours then on the next business day.
Subject to clause 4.11, DITUS may at its sole discretion, change or modify these Terms upon giving the Customer 28 days, written notice of the same. Within 7 days of receiving such notice the Customer may notify DITUS in writing that it wishes to terminate the Contract with effect from the date of any proposed change to the Terms and DITUS may then choose to alter the Terms; withdraw the notice; or accept the Customer’s notice of termination.
13.6 13.7 13.8 13.9 13.10 13.11 13.12 13.13 If any provision of these Terms is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected.
The rights and obligations of the Customer under the Contract are personal to the Customer and the Customer undertakes that it shall not, without the prior written consent of DITUS, assign, lease, charge, sub-license, or otherwise transfer such rights and obligations in whole or in part.
DITUS reserves the right to sub-contract any of the work required to fulfil its obligations hereunder to a third party and/or to assign or transfer the Contract or part thereof to a third party.
Neither party shall be liable for any loss suffered by the other party or be deemed to be in default for any delays or failures in performance hereunder (other than in relation to payment) resulting from acts or causes beyond its reasonable control or from any acts of God, acts or regulations of any governmental or supra-national authority.
No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
A person who is not party to the Contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract and the provisions of that Act are hereby expressly excluded.
The Contract and the rights and obligations of the parties shall be governed by and construed in accordance with English law.
DATA PROTECTION AND PRIVACY