Standard terms and conditions of supply

Effective from 19 November 2020
(superseding the previous version dated 16 March 2020)

Introduction

This document together with the documents referenced herein (collectively the “Standard Terms and Conditions”) tells you the standard terms and conditions upon which we sell and supply products and services (the “Services”).

Some of our Services have their own terms and conditions that incorporate these Standard Terms and Conditions (the “Supplementary Terms”). In the event of a conflict between a clause in the Standard Terms and Conditions and a clause in the Supplementary Terms, the clause of the Supplementary Terms shall prevail.

Unless we have explicitly agreed otherwise, the Standard Terms and Conditions together with any applicable Supplementary Terms (collectively the “Terms of Supply”) are the only terms and conditions upon which we will deal with you in relation to the Services: they apply when you have entered into, or wish to enter into, a contract of supply for the Services with us (the “Contract”) and shall govern the Contract between you and us to the exclusion of all other terms and conditions.

By ordering any of the Services, you agree to be legally bound by these Terms of Supply. We recommend that you read through them carefully before ordering and that you retain a copy for future reference.

Our contact details

In this document, the terms “we”, “us” and “our” refer to Solviq Ltd, a limited company registered in England and Wales under company number 08040908.

Our registered office is at: Lytchett House, 13 Freeland Park, Wareham Road, Lytchett Matravers, Poole, BH16 6FA, United Kingdom.

Our VAT registration number is GB 135 3924 15.

If you have a comment, concern or complaint about our Services, you may:

Write to us at: Unit 21100, PO Box 92, Cardiff, CF1 1NB, United Kingdom
Telephone us on +44 29 2014 0800
Fax us on +44 29 2014 0801
E-mail support@solviq.com

If you have a comment or concern about our Terms of Supply, you may:

Write to us at our registered address
Fax us on +44 29 2014 0801
E-mail legal@solviq.com

Definitions

Throughout this document, the terms “you” and “your” refer to the legal entity entering into agreement with us. You are a “consumer” if you use our Services exclusively for private domestic, non-commercial use.

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, governmental action, disasters, crises, explosions, fires, floods, riots, terrorist attacks and wars.

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.

Eligibility to purchase

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. If you are under 18 years old, this means you must ask someone to purchase our Services on your behalf.

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.

Price and specification

It is your responsibility to ensure that the specifications of any Services you order from us meet your requirements.

The prices and specifications of our Services are given in marketing material, or in specific quotes which we prepare for you, or in statements of work which are agreed by or on behalf of you and us. Where a quote or statement of work has been prepared, and while it remains valid, the prices and details therein and referenced therefrom shall take precedence over prices and details given in our marketing material.

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 any taxes, import duties or expenses that we do not add but which are required to comply with regulatory requirements or laws in your jurisdiction of residence or the jurisdiction in which you use our Services.

Where we agree to supply Services to you on an ongoing or continuous basis, such as by retainer or subscription (“Ongoing Services”), they may be provided for a minimum fixed period of time (the “Minimum Term”) and/or a maximum fixed period of time (the “Maximum Term”), which is defined in the specifications of the Services.

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 Services; and to cancel the Contract at the end of the period for which you have paid if you choose not to accept the higher price.

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 the Contract at the end of the period for which you have paid.

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.

Payment

If our Services are chargeable in advance of delivery, or if we require payment account details on file in advance of delivery, we will indicate this to you at or before the time of ordering, along with acceptable payment methods.

For Services that are not chargeable in advance, we shall issue invoices for charges incurred in respect of the Services at delivery or at any time after delivery of the relevant Services. We may indicate acceptable payment methods for an invoice on that invoice.

For charges payable after delivery, unless otherwise agreed, you must settle each invoice within 14 days following the issue of the invoice.

For Ongoing Services, we may issue invoices from time to time during the term of the Contract.

By supplying payment account details, you consent to payment being charged to the payment 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. You undertake to notify us if these payment account details change, for example in the event of credit/debit card expiry.

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 the Contract until such time as payment has been debited and cleared. For charges payable in advance, this means we shall be entitled to wait until payment has been debited and cleared before commencing provision of any Services to you.

Unless otherwise indicated in writing, fees paid in advance will not be refundable in whole or part if the Contract is terminated before or during the period to which the payment relates.

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. We may terminate the Contract if you fail to make any payment to us in full when due, or if your payment is declined or reversed.

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.

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.

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.

Order process and formation of the Contract

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.

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.

The Contract will only subsist after we have confirmed in writing that we shall be providing the requested Services (a “Confirmation Notice”). The Confirmation Notice will amount to an acceptance of your offer to buy the Services from us. The Contract will only be formed when we send you the Confirmation Notice (whether or not you receive it). We recommend that you check the details contained in the Confirmation Notice and retain a copy of it.

Issuing our first invoice for Services under the Contract shall amount to a Confirmation Notice for those Services.

The Contract will relate only to the Services stated in the Confirmation Notice. 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.

Where a quote or statement of work has been prepared, and unless we agree otherwise in writing, each quote or statement of work shall create a distinct Contract.

If we discover an error in our price or specification before we send the Confirmation Notice, we will not be under any obligation to sell or provide those Services to you.

If any Services we supply to you are subject to a Minimum Term, the Contract will be subject to a corresponding minimum term.

Delivery

We may where appropriate and at our option deliver any or all Services electronically, including (by way of example) software or documents.

Physical products will be delivered to you at the delivery address you provided during the order process.

We may where appropriate and at our option deliver any or all Services in instalments.

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.

Nothing in the Contract or these Terms of Supply shall have the effect of making us, our employees or our subcontractors your servant or employee.

Your obligations

It is your responsibility to provide accurate contact details via which to receive communications relating to your order and to the Contract.

You shall, at your expense, be responsible for procuring any third party cooperation required to enable you to perform your obligations under the Contract.

Where Services are to be delivered to you digitally, you are responsible for providing, configuring and securing your equipment to access and use them, including any Internet or network connectivity required. You should satisfy yourself that you have taken adequate precautions to protect yourself and your equipment against the risks associated with using the Internet, including risks associated with malicious use of our Services by a third party.

Cancellation and termination

If you wish to cancel your order or terminate the Contract, you must notify us of your intent to cancel, quoting your name and a description of the Services you wish to cancel.

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.

If you are a consumer, 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 Services have been provided in full before you cancel.

If we have offered you a return period or trial period, you may terminate the Contract and receive a full refund at any time within that period.

Either party may terminate the Contract for the provision of Ongoing Services by giving notice to the other party, to expire at the end of the Minimum Term or at any time after that. When a minimum notice period has not been agreed between us, a minimum notice period of one calendar month shall apply.

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.

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.

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.

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 BACS transfer into a nominated United Kingdom bank account.

If we discover an error in the price, specifications, quote, statement of work or Terms of Supply after sending you a Confirmation Notice and the error is, in our reasonable opinion, obvious and unmistakable such that it could reasonably have been recognized by you, then we may, at our discretion and without incurring any liability to you, cancel the Contract immediately.

Privacy

Please read our privacy policy, which is hereby incorporated into these Terms of Supply by reference, to ensure you are aware of and agree to our use of your personal data in connection with establishing and carrying out the Contract.

Warranties

All of the parties’ warranties and representations in respect of the subject matter of the Contract are expressly set out in the Terms of Supply and any 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.

Liability

Notwithstanding any other provision in these Terms of Supply, 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.

Any dates quoted for completing performance of Services are approximate only. We will use all reasonable endeavours to carry out our obligations within a reasonable period of time but will not be liable to you for any loss, costs or expenses arising directly or indirectly from any delays in doing so.

To the fullest extent permissible by applicable law, we shall not be liable to you in respect of any losses arising out of a force majeure event; any loss of profits or anticipated savings; any loss of revenue or income; any loss of use or production; any loss of business, contracts or opportunities; any loss or corruption of any data, database or software (except as set out for consumers below); or any special, indirect or consequential loss or damage.

If you are a consumer, and 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.

Unless agreed otherwise in writing, the entire liability of us to you under or in connection with the supply of Services 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.

Force majeure

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.

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.

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.

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.

Subcontracting and assignment

The 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, subcontract or otherwise dispose of the Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.

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.

No waivers

If we fail, at any time, to insist upon strict performance of any of your obligations under the Contract or any of these Terms of Supply, 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. A waiver by us of any default shall not constitute a waiver of any subsequent default.

No waiver by us of any of the Terms of Supply or of any other term of the Contract shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing as a notice.

Third party rights

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.

Notices

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. “Electronic communications” includes e-mail and fax.

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.

Contact details may be updated from time to time by a party giving written notice to the other party in accordance with these Terms of Supply.

Variation

We may update our Terms of Supply from time to time. The Terms of Supply that apply to you are the ones in force at the time you order the Services from us, unless you accept an updated version.

We may notify you of an update to the Terms of Supply within the Minimum Term of Ongoing Services, offering you the option to remain bound to the version you are currently bound to. If you do not exercise this option within a one-month period, you will be deemed to have accepted the updated version.

We may notify you of an update to the Terms of Supply after the Minimum Term of Ongoing Services, offering you the option to cancel the Services if you do not agree to the changes. If you do not exercise this option within a one-month period, you will be deemed to have accepted the updated version.

Except as set out in the Terms of Supply, the Contract may not be varied except by means of a written document signed by or on behalf of each party.

Entire agreement

The Contract incorporating these Terms of Supply 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.

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.

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 Terms of Supply.

General matters

The Contract, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales, except that if you are a consumer and resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are a consumer and resident of Scotland you may also bring proceedings in Scotland.

Every purchase you make shall be deemed performed in England and Wales.

The Contract is concluded and available in English only.

If any term or provision of these Terms of Supply is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.

In these Terms of Supply, 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.

The headings in the Terms of Supply are for ease of reference only and shall not affect the interpretation or construction of the Terms of Supply.