GENERAL TERMS AND CONDITIONS

 

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These terms (the “General Terms”) are incorporated in full into each Order between IntechService Ltd, a company incorporated in England and Wales (company number 09141768), with Registered Office 47 Gayton House, Chiltern Road, London, United Kingdom (“IntechService Ltd”) and the counterparty detailed in the Order (the “Customer”) (each a “Party” and together “Parties”).

 

DEFINITIONS AND INTERPRETATION

1.1 In the General Terms and each Order, the following terms and expressions shall have the following meanings:

 

“Affected Party” has the meaning given in Clause 12.1;

“Affiliate” means, in respect of a Party to this Agreement, any company from time to time directly or indirectly (i) Controlling, (ii) Controlled by or (iii) under common Control with, that Party;

“Agreements” means these General Terms, the Data Processing Terms, the Privacy Policy, the New Customer Form and any and all Orders;

“Business Day” means any day (other than a Saturday or a Sunday or a public holiday in England) on which banks in London are open for general business;

“Business Hours” means 0900-1700 London time on a Business Day;

“Charges” means the charges payable by the Customer to IntechService Ltd in respect of the Services as further described in the relevant Order;

“Colocation” means the provision of space and associated services for equipment to be installed in a data centre or similar facility.

“Confidential Information” means, in relation to a Party, all information not publicly known and which is used in or otherwise relates to that Party’s (or their Affiliates’) businesses, customers or financial or other affairs; or technical systems, know-how or processes; whether or not marked "confidential information", and all other information clearly designated as "confidential information";

“Control” has the meaning given in section 1124 of the Corporation Tax Act 2010, and “Controlled” and “Controlling” shall be construed accordingly;

“Customer Content” means any software, data, text, audio, video, images or other content that the Customer runs on the Services, causes to interface with the Services, uploads to the Services, or transfers, processes, uses or stores in connection with the Services;

“Customer Group” means the Customer and its Affiliates;

“Customer IPR” means IPR owned by or licensed to the Customer;

“Data Processing Terms” shall mean the terms located at https://www.intechservice.co.uk/privacy-policy as updated from time to time;

“Data Controller”, “Data Processor” (and “process” or “processing”, in relation to Personal Data) shall have the meaning set out in the Data Processing Terms;

“Force Majeure Event” means any act, event or omission beyond the reasonable control of the Affected Party, including but not limited to: acts of God; acts of civil or military authority; national emergencies; fire; flood; catastrophes; wars; insurrections; riots; strikes; lockouts; industrial disputes; malicious damage; damage to or loss of use of telecommunications cables or equipment; and changes in law or regulation;

“Goods” shall have the same meaning as in the Consumer Rights Act 2015;

“Insolvency Event” means, in respect of a Party: (i) any step is taken with a view to the winding-up, dissolution or re-organisation of that Party (other than for the purpose of a solvent liquidation or re-organisation); (ii) any step is taken with a view to the appointment of an administrator, liquidator (other than in respect of a solvent liquidation), receiver, administrative receiver or manager in relation to that Party or any of its assets; (iii) the holder of any security interest in relation to any of the assets of that Party takes any step to enforce that security; (iv) any of the assets of that Party are subject to attachment, sequestration, distress execution or any similar process; (v) that Party is or is deemed to be unable to pay its debts as they fall due, admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness; (vi) any step is taken in relation to a composition, compromise, assignment or arrangement with any creditor of that Party; (vii) any step is taken to obtain a moratorium in relation to that Party or any of its indebtedness; or (viii) anything analogous to any of the circumstances, events, steps, legal proceedings or other procedures described in (i) to (vii) above occurs in any jurisdiction;

“IPO” means rights in patents (including utility models), designs, chip topographies, copyright, moral rights, database rights, trade marks, trade and business names, rights to sue for passing off, rights in the nature of unfair competition rights, trade secrets, confidentiality and other proprietary rights including rights to know-how and other technical information (in each case whether registered or unregistered and including applications to register any of the foregoing) and all rights in the nature of any of the foregoing anywhere in the world;

“New Customer Form” means any document provided by IntechService Ltd to the Customer: (i) titled “New Customer Form”; or (ii) requesting or containing the Customer’s details and referring to these General Terms.

“Order” means any agreement between IntechService Ltd and Customer under which IntechService Ltd agrees to provide any Goods or services to Customer and includes any agreement between the Parties entitled “Work Order”.

“Outstanding Amounts” means all sums incurred, due or owing to IntechService Ltd under the Agreements;

“Personal Data” shall have the meaning set out in the Data Processing Terms;

“Privacy Policy” means the Privacy Policy located at https://www.intechservice.co.uk/privacy-policy as updated from time to time;

“Reimbursement” has the meaning given to it in the Service Guarantee;

“Service Commencement Date” means the date on which IntechService Ltd commences provision of the Services to the Customer as specified in the relevant Order;

“Service Guarantee” means the service guarantee located at https://www.intechservice.co.uk/copy-of-privacy-policy as updated from time to time;

“Services” has the meaning given in the relevant Order;

“Term” means the term of each Order as set out in the relevant Order;

“IntechService Ltd Group” means IntechService Ltd and its Affiliates; 

 

1.2 In construing this Agreement and each Order, unless otherwise expressly specified:

(A) headings and titles are for convenience only and do not affect the interpretation of this Agreement;

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