Last updated: 04 February 2019
This document tells you the standard terms and conditions upon which we sell and supply our services.
Unless the context clearly indicates otherwise, throughout this document, terms in the singular form shall include the plural (and vice versa) and any gender form shall include all others. General words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.
The terms “we”, “us” and “our” refer to Solviq Ltd, a limited company registered in England and Wales under company number 08040908 and having our registered office at Suite 4, 9-11 Castle Street, Cardiff, CF10 1BS, United Kingdom.
Our VAT registration number is GB 135 3924 15.
To contact us, please write to us at our registered address, telephone us on +44 29 2014 0800, fax us on +44 29 2014 0801, or e-mail email@example.com.
The term “confidential information” includes information relating to the business, products, affairs and finances of the relevant party that are considered confidential to the relevant party; and trade secrets including, without limitation, technical data and know-how relating to the business of the relevant party or any of its suppliers, clients, customers, agents, distributors, shareholders or management.
The term “intellectual property” includes patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
The term “force majeure” describes an event, or a series of related events, that is outside the reasonable control of the party affected, including (by way of example) failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars.
This policy tells you the standard terms and conditions upon which we sell and supply our services. These are the terms and conditions that apply when you have entered into, or wish to enter into, a contract of supply with us, except when we have negotiated and agreed alternative terms and conditions of supply in writing.
1. By ordering our services you accept these terms
1.1. Before confirming your order, please read through these terms and conditions. By confirming an order for our services, you agree to be legally bound by these terms and conditions.
1.2. We recommend that you retain a copy of these terms for future reference.
2. We may communicate with you electronically
2.1. You agree that electronic communications can be used as a long- distance means of communication and acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing.
2.2. “Electronic communications” includes e-mail, fax, and the publication of terms, conditions and policy documents via our website.
2.3. Notice will be deemed received and properly served 24 hours after an electronic communication is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an electronic communication, that such communication was sent to the specified address of the addressee.
2.4. Contact details may be updated from time to time by a party giving written notice to the other party in accordance with this section.
3. Eligibility to purchase
3.1. To be eligible to purchase our services and lawfully enter into and form contracts with us, you must be either a registered company or an individual aged 18 or over; and you must be legally capable of entering into a binding contract.
3.2. If you are resident outside the United Kingdom, we reserve the right to amend the specifications, standards or price of the services offered and/or these conditions.
3.3. If we agree to supply any services for use outside the United Kingdom, you agree to pay any import duties or additional taxes or expenses incurred to comply with regulatory requirements or laws, in addition to our price.
3.4. You must comply with all applicable laws and regulations of the country from which you order and in which you use our services. We will not be liable for any breach by you of any such laws as a result of ordering or using our services.
4. Price and specification
4.1. It is your responsibility to ensure that the specifications of any services you order from us meet your requirements.
4.2. The prices and specifications of our services are given in marketing material, in specific quotes which we prepare for you, and in statements of work referenced from those quotes. Where we have prepared a quote for you, and while the quote remains valid, the prices and details therein and referenced therefrom shall take precedence over prices and details given in our marketing material.
4.3. Unless otherwise stated, prices quoted exclude applicable taxes, which may be added at the current rate to the total amount due from you. You will be liable for payment of taxes that we do not add.
4.4. If pricing is based in whole or part upon time spent by us, we will obtain your written consent before performing services that result in any estimate or budget of time-based charges being exceeded; and unless you agree otherwise in writing, you will not be liable to pay us any charges in respect of services performed in breach of this clause.
4.5. Where we agree to supply services to you on an ongoing/continuous basis, such as by retainer or subscription, they may be provided for a minimum and/or maximum fixed period of time (the “minimum term” and “maximum term” respectively). The length of the minimum term and/or maximum term is given in marketing material or in the specific quotes which we prepare for you.
4.6. We reserve the right, by giving notice to you at any time outside of the minimum term and before your next payment is due, to increase the price of ongoing/continuous services, and offering the option to cancel our agreement if you choose not to accept the higher price.
4.7. In the unlikely event of a significant increase in costs to us due to a factor beyond our control (such as, without limitation, foreign exchange fluctuation; changes in law, regulation or licence that affects us; or significant increase in the costs of labour, materials, subcontracted services or other costs of supply) we reserve the right to request a corresponding increase in the price of our services within the minimum term. If you do not agree to this request, we reserve the right to cancel our agreement at the end of the period to which you have paid.
4.8. We reserve the right, at our sole discretion, to reduce any fee that is payable from you to us, or to waive any fee that would otherwise be payable from you to us. If we do this, the waiver or reduction applies only to one single payment of that fee, and does not establish a precedent to reduce or waive future fees.
4.9. You shall reimburse us in respect of any expenses that have been authorized in writing by you before they were incurred, and incurred by us exclusively in connection with our obligations in performance of the contract, provided we are able to supply copies of evidence of such expenses.
5.1. Acceptable payment methods will be indicated to you at the time of ordering. Payment by alternative methods will only be possible where we have previously agreed this with you.
5.2. By placing an order, you consent to payment being charged to the account you supply; your account details being held on file by our payment processing provider; and future payments being charged to the same account as they fall due.
5.3. Unless otherwise indicated in writing, fees payable for any service will be charged in advance and will not be refundable in whole or part if our agreement is terminated during the period to which the payment relates.
5.4. For fees payable in advance, we shall be entitled to wait until payment has been debited and cleared before provision of any service to you. We may terminate our agreement if you fail to make any payment to us in full when due, or if your payment is declined or reversed.
5.5. Where we have agreed that fees may be invoiced by us and paid in arrears, all invoices shall be paid on or before the due date of the invoice without deduction or withholding and free of set off or counterclaim. Time for payment shall be of the essence of an agreement. Unless otherwise agreed in writing, we shall be entitled to render an invoice as soon as we have provided an order acknowledgement.
5.6. When there exists any invoice from us to you that has not been paid by its due date, we shall be entitled to suspend our obligations to you under this contract until such time as payment has been debited and cleared.
5.7. When you provide a payment mechanism to us, you undertake that you are authorized to use that payment account, and you consent to us carrying out checks to ensure you have adequate funds to cover the services ordered and for the purpose of identity verification, fraud prevention and credit risk reduction.
5.8. If requested by us to do so, you must provide us within a reasonable time sufficient additional information to enable us to verify the accuracy and validity of any information supplied by you, including your identity and the address for delivery of physical products.
5.9. We are entitled to charge fees and interest on late payments and compensation for debt recovery as set out in the Late Payment of Commercial Debts Regulations 2013.
6. Order process and formation of a contract
6.1. Any order placed by you constitutes an offer to purchase services from us. All such offers received are subject to acceptance by us and availability. We reserve the right to refuse any order at any time prior to acceptance.
6.2. If we contact you to acknowledge receipt of your order such communication shall not amount to our acceptance of your offer to purchase the services ordered by you.
6.4. The contract will relate only to the services stated in the confirmation notice, which if appropriate may incorporate references to all or part of a statement of work. We will not be obliged to supply any other services which may have been part of your order until we have sent you a separate confirmation notice relating to it.
6.5. If any services we supply to you are subject to a minimum term, the contract will be subject to a corresponding minimum term.
6.6. If we discover an error in our quote or marketing materials before we send the confirmation notice, we will not be under any obligation to sell or provide those services to you.
6.7. It is your responsibility to provide accurate contact details via which to receive the confirmation notice and other communications relating to your order.
6.8. You must check that the details contained in the confirmation notice are correct. We recommend you retain a copy of it.
6.9. The contract and any associated statement of work represents the entire agreement between us in relation to the subject matter of the contract and supersedes any prior agreement, understanding or arrangement between us, whether oral or in writing, in relation to that subject matter.
6.10. We each acknowledge that, in entering into a contract, neither of us has relied on any express or implied representation, undertaking or promise given by the other from anything said or written in any negotiations between us prior to such contract except as has been expressly incorporated in such contract.
6.11. Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of any contract (unless such untrue statement was made fraudulently) and the other party’s only remedy shall be for breach of contract as provided in these conditions.
6.12. Except for our affiliates, directors, employees or representatives, a person who is not a party to the contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the contract but this does not affect any right or remedy of a third party that exists or is available apart from that Act.
7. We may make changes
7.1. You will be subject to the version of these terms and conditions in force at the time that you order services from us, unless:
7.1.1. Any change to these conditions is required to be made by law or governmental authority;
7.1.2. We notify you of any change to these conditions before we send you the confirmation notice, in which case, we are entitled to assume that you have accepted it, unless you cancel your order;
7.1.3. We notify you of any change to these conditions within the minimum term of an ongoing service, giving at least one month notice, and offering you the option to remain bound to the conditions currently in force until the end of your minimum term, and you do not exercise this option within the notice period;
7.1.4. We notify you of any change to these conditions during the provision of an ongoing service, giving at least one month notice, and offering you the option to cancel the service(s) if you choose not to accept the new conditions, and you do not exercise this option within the notice period; or
7.1.5. We make a minor change that is not of material detriment to you, and you continue to use our services (or any part thereof) following the change.
7.2. Either party may request additions, deletions or amendments to the statement of work (a “change request”), which will be considered and either accepted or rejected in accordance with a change control process that has been agreed in writing between the parties. If no such change control process exists, change requests must be treated as formal contract variations.
7.3. Except as set out above, the contract may not be varied except by means of a written document signed by or on behalf of each party.
7.4. We will comply with all reasonable requests and directions from you in relation to the provision of consultancy services, including a request to comply with reasonable internal policies and procedures operated by you and communicated to us that affect the provision of our services, provided that these requests or directions do not constitute a material change to the contract or any associated statement of work.
8.1. We may where appropriate and at our option deliver any or all services electronically, including (by way of example) digital services or documents.
8.2. Physical products will be delivered to you at the delivery address you provided during the order process.
8.3. Consultancy services will be provided with reasonable skill and care, by devoting such of our personnel’s time and expertise to the performance of those services as may be necessary for their satisfactory and timely completion.
8.4. When pricing is based in whole or part upon time spent by us, we must:
8.4.1. Keep reasonably detailed records of the time spent providing the services;
8.4.2. Retain such records during the term of the contract and for a period of at least 24 months following the end of the term; and
8.4.3. Make copies of such records available to you following receipt of a written request.
8.5. Any dates quoted for completing performance of a service are approximate only. We shall not be liable for any delay in completing performance of the service, however caused.
8.6. Services may be provided to you in instalments.
8.7. You acknowledge that, unless explicitly agreed as part of your order, we have no obligation to train you or your staff as part of delivery of our services.
8.8. Nothing in the contract or these terms and conditions shall have the effect of making us, our employees or our subcontractors your servant or employee.
9. Client obligations
9.1. You must, following written request from us to do so, promptly provide to us such assistance, cooperation, information, documentation, access to premises and access to facilities as is reasonably requested by us for the purpose of providing our services to you.
9.2. You must, following written request from us to do so, promptly provide feedback concerning the delivery of our services, or concerning proposals, plans or preparatory materials for the delivery of our services to you.
9.3. You shall, at your expense, be responsible for procuring any third party cooperation required to enable you to perform your obligations under the contract.
10.1. We warrant to you that, as at the date of acceptance, all deliverables defined in the statement of work will meet the following acceptance criteria:
10.1.1. Conform with the requirements set out in the statement of work;
10.1.2. Be free from material defects; and
10.1.3. When used by you in accordance with these terms and conditions will not infringe the intellectual property rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation in the United Kingdom.
10.2. Within 10 business days following the delivery of our services to you, you will test or review the deliverables to determine whether they comply with the acceptance criteria, and notify us immediately in writing of any non-compliance, providing full details of such test or review that demonstrates the non-compliance.
10.3. If you do not give us a notice of non-compliance within the period specified, then the deliverables and services shall be deemed to meet the acceptance criteria.
10.4. If you notify us of non-compliance in accordance with these terms and conditions then we will have a further reasonable period agreed between us, which will be no less than 10 business days, to demonstrate compliance or remedy non-compliance, following which you will repeat your acceptance tests or review.
10.5. If the deliverables do not meet the acceptance criteria at the time of a second or subsequent round of acceptance testing then we shall be deemed to be in breach of these terms and conditions.
10.6. If you accept the deliverables or the deliverables are deemed to meet the acceptance criteria in accordance with these terms and conditions then you will have no right to make any claim under or otherwise rely upon our warranty to you, unless you could not reasonably have been expected to have identified the breach of that provision during your testing or review process.
11. Cancellation and returns
11.1. If you wish to cancel your order or terminate your agreement with us, you must notify us in writing of your intent to cancel, quoting your name, address and a description of the services you wish to cancel.
11.2. You may cancel your order and obtain a full refund of any monies paid at any time prior to receiving a confirmation notice from us.
11.3. If you are a consumer user, you have the right to cancel your order and obtain a refund within 14 days from the date of the confirmation notice. However, if you have started using our services, we are entitled to deduct the pro-rated value of the services you have used from your refund. This means you would not receive a refund if the service has been provided in full before you cancel.
11.4. If you have been offered a return period in the specific quote we prepared for you, you may terminate our agreement and receive a full refund at any time within the return period.
11.5. If you have been offered a trial period in the specific quote we prepared for you, you may terminate our agreement at any time within the trial period.
11.6. Either party may terminate the agreement for the provision of an ongoing service by giving notice to the other party, to expire at the end of the minimum term or at any time after that. When the minimum notice period is not defined in our quote or other applicable terms, a minimum notice period of one calendar month shall apply.
11.7. Either party may terminate the contract by written notice to the other at any time if that other party commits a breach of the contract and, in the case of a breach capable of remedy, he fails to remedy the breach within 14 days of being required to do so in writing; or becomes insolvent, or has a liquidator, receiver, manager or administrative receiver appointed.
11.8. If the services we supply to you are subject to a maximum term, the contract for these services shall automatically expire at the end of the maximum term, unless an extension is otherwise agreed in writing.
11.9. If you or a third party takes an action that prevents or hinders us from delivering our services to you, this does not establish a failure on our part to perform our obligations under the contract, it does not constitute notification of intent to cancel the contract, and it does not shorten the minimum term.
11.10. Where possible, refunds will be processed using the same method used to purchase the services. If this is not possible, refunds will be issued by either BACS transfer into a United Kingdom bank account or sterling cheque drawn from our United Kingdom bank account.
11.11. If we discover an error in our quote after sending you a confirmation notice we may, at our discretion and without incurring any liability to you, cancel the contract provided that the error is, in our reasonable opinion, obvious and unmistakable and could have reasonably been recognized by you.
12. Intellectual property
12.1. When our service to you involves the creation of bespoke intellectual property then, unless otherwise agreed in writing, that intellectual property will automatically on creation belong to you or your nominee. We hereby agree to assign with full title guarantee all our interest therein to you or your nominee.
12.2. When our service to you involves the creation of or contribution to a shareable creative work, such as an open source software project, then we reserve the right to retain that intellectual property or to assign our interest in it to any other party, in order to satisfy the licensing requirements of that shareable work; and we will ensure you receive a licence to use said contribution on reasonable terms, typically in accordance with the relevant work’s standard licensing terms.
12.3. When you provide equipment, software, data, intellectual property or confidential information for our use in the delivery of our service to you then, unless otherwise agreed in writing, this shall remain your property. You hereby grant to us a non-exclusive licence to use, copy, reproduce, store, distribute, publish, export, adapt, edit and translate such materials, together with the right to sub-licence these rights, to the extent reasonably required for the delivery of our service to you.
12.4. Except in the proper course of the delivery of the services, as required by law or as authorised by you, we shall not communicate to any person, company or organisation any confidential information relating to you, and shall use our best endeavours to ensure that no person gets access to confidential information that you have shared with us.
12.5. Except as required by law or as authorised by us, you shall not communicate to any person, company or organisation any confidential information relating to us, and shall use your best endeavours to ensure that no person gets access to confidential information that we have shared with you.
12.6. Except as authorised by you, we shall not use your confidential information or intellectual property for our own purposes, or for the purposes of any third party. We will act in good faith at all times in relation to your confidential information.
12.7. Except as authorised by us, you shall not use our confidential information or intellectual property for your own purposes, or for the purposes of any third party. You will act in good faith at all times in relation to our confidential information.
12.8. We shall inform you, and you shall inform us, upon becoming aware or suspecting that confidential information has reached an unauthorised person.
12.9. The provisions of this intellectual property section shall continue in force indefinitely following the termination of the contract.
13. Performance of the contract
13.1. If we fail, at any time during the term of a contract, to insist upon strict performance of any of your obligations under it or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with your obligations.
13.2. A waiver by us of any default shall not constitute a waiver of any subsequent default.
13.3. No waiver by us of any of these conditions or of any other term of a contract shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing as a notice.
13.4. Any contract between you and us is binding on you and us and on our respective successors and assigns. You may not transfer, assign, charge or otherwise dispose of the contract, or any of your rights or obligations arising under it, without our prior written consent. Unless explicitly agreed in writing, we may transfer, assign, charge, sub-contract or otherwise dispose of a contract, or any of our rights or obligations arising under it, at any time during the term of the contract.
13.5. If we subcontract any of our obligations to you, our subcontractor by virtue of this document shall have no right, power or authority to act or create any obligation, express or implied, on our behalf.
14. Our responsibility for loss or damage suffered by you
14.1. Notwithstanding any other provision in these terms and conditions, we do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
14.2. All of the parties’ warranties and representations in respect of the subject matter of the contract are expressly set out in these terms and conditions and the applicable statement of work. No other warranties or representations will be implied into the contract and no other warranties or representations relating to the subject matter of the contract will be implied into any other contract.
14.3. We shall indemnify you and shall keep you indemnified against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by you and arising directly or indirectly as a result of any breach by us of the contract or these terms and conditions (“supplier indemnity event”).
14.4. You must:
14.4.1. Notify us upon becoming aware of an actual or potential supplier indemnity event;
14.4.2. Provide us all such assistance as may be reasonably requested by us in relation to the supplier indemnity event;
14.4.3. Allow us the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the supplier indemnity event; and
14.4.4. Not admit liability to any third party in connection with the supplier indemnity event or settle any disputes or proceedings involving a third party and relating to the supplier indemnity event without our prior written consent.
14.5. We shall not be liable to you in respect of:
14.5.1. Any losses arising out of a force majeure event;
14.5.2. Any loss of profits or anticipated savings;
14.5.3. Any loss of revenue or income;
14.5.4. Any loss of use or production;
14.5.5. Any loss of business, contracts or opportunities;
14.5.6. If you are a business user, any loss or corruption of any data, database or software;
14.5.7. Any special, indirect or consequential loss or damage.
14.6. Unless agreed otherwise in writing, the entire liability of us to you under or in connection with the supply of a service in respect of any event or series of related events shall not exceed the total amount paid by you to us under the contract in the 12-month period preceding the commencement of the event or related events.
14.7. If you are a consumer user:
14.7.1. Please note that we only provide services to consumer users for domestic and private use. If you use our services for any commercial or business purposes, you are a business user.
14.7.2. If defective digital content that we have supplied, damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation. However, we will not be liable for damage that you could have avoided by following our advice or instructions or for damage that was caused by you failing to have in place the minimum system requirements advised by us.
15. Your responsibility for loss or damage suffered by us
15.1. You shall indemnify us and keep us indemnified against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by us and arising directly or indirectly as a result of any breach by you of the contract or these terms and conditions (“client indemnity event”).
15.2. We must:
15.2.1. Notify you upon becoming aware of an actual or potential client indemnity event;
15.2.2. Provide you all such assistance as may be reasonably requested by you in relation to the client indemnity event;
15.2.3. Allow you the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the client indemnity event; and
15.2.4. Not admit liability to any third party in connection with the client indemnity event or settle any disputes or proceedings involving a third party and relating to the client indemnity event without your prior written consent.
15.3. We shall not be liable to you in respect of:
15.3.1. Any losses arising out of a force majeure event;
15.3.2. Any loss of profits or anticipated savings;
15.3.3. Any loss of revenue or income;
15.3.4. Any loss of use or production;
15.3.5. Any loss of business, contracts or opportunities;
15.3.6. Any loss or corruption of any data, database or software;
15.3.7. Any special, indirect or consequential loss or damage.
15.4. Unless agreed otherwise in writing, the entire liability of you to us under or in connection with the supply of a service in respect of any event or series of related events shall not exceed the total amount paid by you to us under the contract in the 12-month period preceding the commencement of the event or related events.
16. Force majeure
16.1. If a force majeure event gives rise to a failure or delay in either party performing any obligation under the contract other than any obligation to make a payment, that obligation will be suspended for the duration of the force majeure event.
16.2. A party that becomes aware of a force majeure event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under the contract, must promptly notify the other and inform the other of the period for which it is estimated that such failure or delay will continue.
16.3. A party whose performance of its obligations under the contract is affected by a force majeure event must take reasonable steps to mitigate the effects of the force majeure event.
16.4. If a force majeure event continues for a period of 3 months or more, either or the parties will have the right to terminate the contract with no liability of either party to each other.
17. Which country’s laws apply to any disputes?
17.3. Every purchase you make shall be deemed performed in England and Wales.
17.4. All contracts are concluded and available in English only.
17.5. If any provision of these terms and conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions in these terms and conditions and the remainder of the provision in question will not be affected.
17.6. In these terms and conditions, a reference to a statute or statutory provision includes a reference to that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and any subordinate legislation made under that statute or statutory provision.
This document should be read in conjunction with: