Last updated: 03.07.2026
Conditions for the Supply of Goods & Services
1. Interpretation
The definitions and rules of interpretation in this clause apply in these Conditions.
1.1 Definitions:
Bespoke Software: software modified or to be modified by the Supplier under the Contract for use by the Customer as part of the Hosted Software or Services.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Conditions: these terms and conditions as amended from time to time in accordance with clause 2.2.
Contract: the contract between the Supplier and the Customer under clause 3.3 for the supply of Hosted Software and Services in accordance with these Conditions, as may be further detailed in any applicable Outline Quotation and confirmed by the Customer’s written acceptance of the Sales Order Acknowledgement, including any agreed changes.
Contract Price: the aggregate price payable under the Contract.
CPI: Consumer Prices Index means the Consumer Prices Index published by the Office for National Statistics, or any official successor or replacement index, or if no such successor or replacement index is available, such other broadly equivalent index as the Supplier may reasonably determine.
Customer: the person, firm or company who purchases access to the Hosted Software and/or Services from the Supplier.
Hosted Software: the Supplier Software made available to the Customer by or on behalf of the Supplier by remote access, whether hosted on servers operated by the Supplier or by a third party hosting provider.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks 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, database rights, rights to use, and protect the confidentiality of, confidential information, including know-how and trade secrets, and all other intellectual property rights, whether registered or unregistered, including all applications and rights to apply for and be granted renewals or extensions of 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.
Mandatory Policies: the Supplier’s business policies as notified to the Customer from time to time.
Order: the Customer’s order for the supply of access to the Hosted Software and Services, as set out in the Sales Order Acknowledgement.
Outline Quotation: the detailed outline quotation describing the Hosted Software and Services and setting out the estimated prices, timetable and responsibilities of each of the parties for, or in connection with, the provision of the Hosted Software and Services by the Supplier.
Sales Order Acknowledgement: the Supplier’s written form of acknowledgement of the Customer’s order.
Services: the services to be supplied by the Supplier to the Customer, including without limitation configuration, implementation, hosting, support, maintenance, training, consultancy and any other services specified in the Sales Order Acknowledgement or Outline Quotation.
Standard Software: the software which is to be supplied by the Supplier to the Customer without modification.
Supplier: Sharp-aX Computer Systems Limited.
Supplier Software: the software made available by the Supplier to the Customer, comprising the Standard Software and the Bespoke Software, including any modifications, updates, bespoke software, operating systems, third party software and open source software, whether owned by or licensed to the Supplier, and including without limitation any part or parts of the Supplier Software.
Training: the training to be supplied by the Supplier as part of the Services.
VAT: value added tax chargeable under English law for the time being and any similar additional tax.
1.2 A person includes a natural person, corporate or unincorporated body, whether or not having separate legal personality.
1.3 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.
1.5 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.6 A reference to a statute or statutory provision shall include all subordinate legislation made under that statute or statutory provision.
1.7 A reference to writing or written does not include faxes.
1.8 References to clauses and Schedules are to the clauses and Schedules of these Conditions and references to paragraphs are to paragraphs of the relevant Schedule.
1.9 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
1.10 References to software may be construed, without limitation, as references to goods and/or services as the context requires.
1.11 References to the supply of software include the provision of access to software by remote connection, hosted environment, web interface or any other access method made available by the Supplier.
2. Application of Conditions
2.1 These Conditions shall:
(a) apply to and be incorporated in the Contract and any other contract between the Supplier and the Customer for the supply by the Supplier of goods and services; and
(b) prevail over any inconsistent terms or conditions contained in or referred to in the Customer’s purchase order, confirmation of order, or specification, or implied by law, trade custom, practice or course of dealing.
2.2 No addition to, variation of, exclusion or attempted exclusion of any term of these Conditions shall be binding on the Supplier unless in writing and signed by a duly authorised representative of the Supplier. The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
3. Basis of contract
3.1 Any quotation is valid for a period of 30 days only, and the Supplier may withdraw it at any time by notice to the Customer.
3.2 Each Order for Hosted Software, Supplier Software, Services and/or Equipment by the Customer shall be deemed to be an offer by the Customer subject to these Conditions.
3.3 A binding contract shall come into existence between the Supplier and the Customer upon the written acceptance by the Customer of the Supplier’s written Sales Order Acknowledgement to the Customer or the Customer’s payment of a non-refundable deposit of 30% of the Contract Price or any other deposit specified in the Sales Order Acknowledgement.
3.4 No Sales Order Acknowledgement which has been accepted by the Customer may be cancelled by the Customer, except with the agreement in writing of the Supplier and provided that the Customer indemnifies the Supplier in full against all loss (including without limitation loss of profit), costs (including without limitation the cost of all labour, materials, hosting, third party services, configuration, implementation and development work used), damages, charges and expenses, such being at a minimum of 30% of the Contract Price, incurred by the Supplier as a result of cancellation.
4. Quantity and description
4.1 The quantity and description of the Hosted Software, Supplier Software, Services and, where applicable, Equipment shall be as set out in the relevant Sales Order Acknowledgement or as varied by written agreement of the parties in accordance with these Conditions.
4.2 All samples, drawings, descriptive matter, specifications, demonstrations, marketing material and advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s catalogues, brochures, website or other materials, are issued or published for illustrative purposes only and do not form part of the Contract.
4.3 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.
4.4 The Supplier reserves the right, but does not assume the obligation, to make any changes to the specification, functionality, configuration or method of delivery of the Hosted Software, Supplier Software, Services or Equipment which are required to conform with any applicable legislation, security requirement, technical requirement or third party supplier requirement, or which do not materially reduce their overall functionality, quality or performance.
4.5 Where any Hosted Software, Supplier Software, Services or Equipment are to be supplied to the Customer’s specification, the Supplier may make changes which do not materially affect their quality or performance.
4.6 Where the Supplier is not the manufacturer, owner or original licensor of any Equipment, Supplier Software, third party software, hosting service or other third party component, the Supplier shall use reasonable endeavours to transfer to the Customer the benefit of any warranty, guarantee or service commitment given to the Supplier, to the extent that the Supplier is permitted to do so.
4.7 The Supplier’s employees, contractors and agents are not authorised to make any representations or contractually binding statements concerning the Hosted Software, Supplier Software, Services or Equipment unless confirmed in writing by a duly authorised representative of the Supplier.
5. Prices
5.1 All prices shall be as stated in the Sales Order Acknowledgement unless otherwise advised in accordance with these Conditions. Delivery, insurance, carriage and related charges are not included unless expressly stated in the Sales Order Acknowledgement.
5.2 Prices for Equipment, Supplier Software, Hosted Software and Services do not include installation, configuration, implementation, data migration, training or other professional services unless expressly stated in the Sales Order Acknowledgement. Such services shall be charged at the rates stated in the Sales Order Acknowledgement or, if no rate is stated, on a per day basis at the Supplier’s then-current rates.
5.3 VAT and other charges and duties are not included in the price.
5.4 The price of the Equipment, Supplier Software, and Services shall be the Supplier’s quoted price.
5.5 Where a Bespoke Software specification has been agreed and prepared by the Supplier it shall be binding on the Customer. In the event that the Customer requests a change to the specification, the Customer must do so in writing. The Supplier reserves the right to increase the price of the Bespoke Software if such a change can be accommodated.
5.6 The Supplier reserves the right, by giving notice to the Customer at any time before delivery, activation or provision, to increase the price of such of the Equipment, Supplier Software, Hosted Software and Services as has not been delivered, activated or provided to reflect any increase in the cost to the Supplier which is due to market conditions or any factor beyond the control of the Supplier, including without limitation any foreign exchange fluctuation, currency regulation, alteration of duties, change in legislation, significant increase in the costs of labour, materials, hosting, third party software, third party services, infrastructure, support or other costs of supply, any change in delivery dates, quantities, specifications, configuration or Services requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate information or instructions.
5.7 If the increase in price under clause 5.6 exceeds 5% of the then Contract Price, otherwise than due to the act or omission of the Customer, either party may give notice that delivery, activation or provision of the relevant Equipment, Supplier Software, Hosted Software or Services is suspended until the parties have agreed a variation to the Contract and a consequential adjustment to the Contract Price.
5.8 If the parties are unable to agree a variation under clause 5.7 within 5 working days of the date of notice of such increase, the provisions of clause 20.1(a) shall apply.
5.9 Recurring charges, including subscription, hosting, support and maintenance charges, may be reviewed and increased by the Supplier no more than once in any 12-month period by giving not less than 30 days’ written notice to the Customer. Unless otherwise stated in the Sales Order Acknowledgement, any such increase shall not exceed the higher of 5% or the percentage increase in the CPI over the preceding 12 months, together with any increase directly attributable to third party software, hosting, infrastructure or service provider costs.
5.10 Any cost estimates provided by the Supplier for software changes, configuration or development are based on prices ruling at the date of the Outline Quotation and will be held for a period of 30 days. The Supplier reserves the right to increase the prices after expiry of this period.
6. Payment
6.1 Subject to any special terms agreed in writing between the Customer and the Supplier, the Supplier will invoice the Customer for the Contract Price in advance on receipt by the Supplier of the Sales Order Acknowledgement signed by the Customer in readiness for payment in full on delivery and installation of the Equipment and Standard Software.
6.2 Where the Customer wishes to make payment through a third party finance arrangement, adequate prior notice must be given to the Supplier to enable completion of any additional documentation in sufficient time to ensure payment in accordance with clause 6.3. Contact finance details must be provided to the Supplier in advance of delivery. Failure to provide adequate prior notice may impact on Contract timescales.
6.3 The terms of payment shall be:
(a) A non-refundable deposit of 30% of the Contract Price is payable on signature by the Customer of the Sales Order Acknowledgment; and
(b) the balance of the invoice for the Contract Price under clause 6.1 is payable on completion of the installation of any Equipment and Standard Software, whether or not title or grant of licence has passed to the Customer;
(c) and any other sums due for the supply of Equipment, Supplier Software, and Services will be invoiced at the end of the month following delivery payable within 30 days after the relevant invoice date; and
(d) in the case of export sales, in accordance with clause 13.3 below.
6.4 Time for payment of the price shall be of the essence.
6.5 If the Customer fails to make payment in full on the due date, the whole of the balance of the Contract Price and any other sums due then outstanding shall become immediately due and payable and, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to:
(a) terminate the Contract or suspend any further deliveries of Equipment or Supplier Software or performance of Services (whether ordered under the same contract or not) to the Customer;
(b) appropriate any payment made by the Customer to such of the Equipment, Supplier Software, or Services or the Equipment, Supplier Software, or Services supplied under any other contract between the Customer and the Supplier as it thinks fit (despite any purported appropriation by the Customer);
(c) charge interest on the amount outstanding from the due date to the date of receipt by the Supplier (whether before or after judgment), at the annual rate of 4% above the base lending rate from time to time of National Westminster Bank plc, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment. The Supplier reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998;
(d) suspend all further or other development, delivery, installation or warranty services until payment has been made in full;
(e) make a storage charge for any undelivered Equipment at its current rates from time to time;
(f) stop any Equipment in transit; and
(g) apply a general lien on all Equipment and property belonging to the Customer, exercisable in respect of all sums lawfully due from the Customer to the Supplier. The Supplier shall be entitled, on the expiry of 14 days’ notice in writing, to dispose of such Equipment or property in such manner and at such price as it thinks fit and to apply the proceeds towards the amount outstanding.
6.6 All sums payable to the Supplier under the Contract shall become due immediately on its termination, despite any other provision of the Contract. This clause 6.6 is without prejudice to any right to claim for interest under the law, or any right under the Contract.
6.7 The Supplier may, without prejudice to any other rights it may have, set off any liability of the Customer to the Supplier against any liability of the Supplier to the Customer.
6.8 The Customer shall pay the Contract Price and any other sums due to the Supplier in pounds sterling.
7. Delivery of Equipment, Supplier Software and Services, provision of Hosted Software, and acceptance
7.1 The Supplier shall use its reasonable endeavours to deliver any Equipment and Supplier Software, provide access to any Hosted Software, and supply the Services on the date or dates specified in the Sales Order Acknowledgement, but any such date is approximate only. If no dates are so specified, delivery, provision of access or supply shall be within a reasonable time of the later of acceptance of the Sales Order Acknowledgement or payment of the deposit. Time is not of the essence as to delivery, provision of access or supply, and the Supplier shall not in any circumstances be liable for any delay, however caused.
7.2 The Equipment, Supplier Software, Hosted Software and Services may be delivered, made available or supplied by the Supplier in advance of the quoted delivery or commencement date on giving reasonable notice to the Customer.
7.3 Delivery, installation, configuration, implementation and provision of Services shall be carried out during normal business hours, excluding bank or public holidays. The Supplier may levy additional charges for any work carried out outside such hours at the Customer’s request.
7.4 The Customer shall co-operate with the Supplier in all matters relating to delivery, access, installation, configuration, implementation and supply of the Equipment, Supplier Software, Hosted Software and Services.
7.5 The Customer shall be responsible, at the Customer’s cost, for preparing any delivery location, premises, systems, network, devices, data, user accounts, internet connection and other facilities reasonably required for the delivery, installation, configuration, implementation, access to or use of the Equipment, Supplier Software, Hosted Software and Services, in accordance with any site survey, onboarding requirements or other requirements notified by the Supplier. If the Supplier is prevented or delayed from carrying out delivery, installation, configuration, implementation or provision of access because such preparation has not been carried out, the Supplier may levy additional charges to recover its loss arising from this event.
7.6 The Customer and Supplier shall comply with all applicable laws including health and safety laws.
7.7 The Supplier shall ensure that, while on the Customer’s premises, persons who enter such premises with the authority of the Supplier for the purpose of, or in connection with, the Contract or the supply of Equipment, Supplier Software, Hosted Software or Services, adhere to the Customer’s security procedures and health and safety regulations, as from time to time notified to the Supplier or otherwise brought to the notice of the Supplier or such persons. The Customer may remove or refuse admission to any person who is, or has been, in material breach of such procedures and regulations. However, the Supplier shall incur no liability for any delay in performing or failure to perform its obligations under the Contract as a result of compliance with this clause 7.7.
7.8 The Customer shall be deemed to have accepted:
(a) the Equipment and Standard Software after delivery and installation of the same, or if by instalment, delivery and installation of the relevant instalment, unless the Customer has exercised in writing its right of rejection in accordance with clause 14; and
(b) the Hosted Software when access to the Hosted Software has been made available to the Customer, unless the Customer notifies the Supplier in writing of a material failure to provide access within 5 Business Days.
7.9 The Supplier shall be responsible for any damage, shortage or loss in transit of Equipment provided that the Customer notifies the Supplier, or its carrier if applicable, within three days of delivery or the proposed delivery date of the Equipment, or part of the Equipment if by instalment, and that the Equipment has been handled in accordance with the Supplier’s stipulations. Any remedy under this clause 7.9 shall be limited, at the option of the Supplier, to the replacement or repair of any Equipment which is proven to the Supplier’s satisfaction to have been lost or damaged in transit.
7.10 The Supplier may deliver Equipment or Supplier Software, provide access to Hosted Software, and supply Services by instalments or phases, which may, at the option of the Supplier, be invoiced and paid for separately. Each instalment or phase may, at the option of the Supplier, constitute a separate contract. Any delay in delivery, provision or supply, or any defect in an instalment or phase, shall not entitle the Customer to cancel any other instalment or phase.
Supply of Services
7.11 The Supplier shall supply the Services to the Customer in accordance with the Contract in all material respects.
7.12 The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in the Contract, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
7.13 The Supplier reserves the right to amend any specification for Services if necessary to comply with any applicable law, regulatory requirement, security requirement, technical requirement or third party supplier requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
7.14 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
7.15 Where the Services include the provision of Hosted Software, the Supplier shall use reasonable endeavours to make the Hosted Software available to the Customer. The Customer acknowledges that the Hosted Software is provided from infrastructure operated or arranged by the Supplier and that the Supplier does not warrant that access will be uninterrupted or error-free. Availability may be affected by planned maintenance, emergency maintenance, interruptions to third party services, internet connectivity issues, Customer Default, security incidents, force majeure events and circumstances outside the Supplier’s reasonable control.
7.16 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default), without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services and/or provision of access to the Hosted Software until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations, in each case to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations.
8. Installation/Networking and Cabling:
8.1 A site survey may be carried out at the option of the Supplier to identify underspecified equipment, unsuitable systems, network issues, cabling requirements, access requirements, security concerns or any other concerns relating to the installation, configuration, support or use of the Equipment, Supplier Software, Hosted Software or Services.
8.2 The time required for installation, configuration or implementation is dependent on the number of PCs, printers, users, devices, sites, data sources, network requirements and other relevant Customer systems
8.3 Installation does not include the set-up of email, internet access, Microsoft 365, third party software, user devices, printers or other peripherals as standard unless previously specified in the Sales Order Acknowledgement.
8.4 Where, after installation, configuration or implementation has been completed, the Customer changes or replaces any IT equipment, operating system, network configuration, internet connection, security software, third party software, user device, printer, peripheral or other relevant part of the Customer’s environment, the Customer shall be responsible for ensuring that such change remains compatible with the Equipment, Supplier Software, Hosted Software and Services. The Supplier may charge for any investigation, reconfiguration, remediation, support or other work required as a result of such change
8.5 Cabling, networking and related infrastructure services can be provided and will be quoted for following a site survey or other assessment by the Supplier.
8.6 The Supplier will use existing hardware, devices, systems and network infrastructure where appropriate, provided that the Supplier considers them suitable for the Equipment, Supplier Software, Hosted Software or Services.
8.7 Where additional hardware, PCs, printers, network equipment, software or other peripherals are purchased by the Customer from third parties, it is the Customer’s responsibility to arrange installation, configuration, licensing, maintenance and support of those items unless otherwise specified in the Sales Order Acknowledgement.
8.8 A charge will apply to set up, configure or network a new PC, device, user account or peripheral for use with the Supplier Software, Hosted Software or Services.
8.8 Essential Requirements – Customers must ensure that the following are in place prior to delivery, installation, configuration, activation or use, as applicable:
(a) internet access of a suitable speed, stability and reliability for use of the Hosted Software, remote software support and upgrades;
(b) a legal and supported copy of Microsoft Windows or other operating system approved by the Supplier for each relevant PC or device;
(c) at least one licensed copy of Microsoft Office, including Excel, or such other software as may reasonably be required for data preparation or use of the Services;
(d) professional anti-virus, endpoint protection or equivalent security protection for all hardware attached to the Customer’s network;
(e) where the Customer operates any local server, network equipment or other critical infrastructure, appropriate power protection and backup arrangements; and
(f) appropriate backup arrangements for Customer systems, files and data which are not hosted or controlled by the Supplier.
9. Risk and property
9.1 The Equipment shall be at the risk of the Supplier until delivery to the Customer at the place of delivery specified in the Sales Order Acknowledgement.
9.2 Ownership of the Equipment shall pass to the Customer on the later of completion of delivery, including without limitation off-loading, or when the Supplier has received payment in full in cleared funds of all sums due to it in respect of:
(a) the Contract Price; and
(b) all other sums which are or which become due to the Supplier from the Customer on any account.
9.3 For the avoidance of doubt, ownership of the Supplier Software, Hosted Software, Bespoke Software, Standard Software and any Intellectual Property Rights in or relating to them shall not pass to the Customer, except to the extent expressly stated in the Contract.
9.4 Until ownership of the Equipment has passed to the Customer under clause 9.2, the Customer shall:
(a) hold the Equipment on a fiduciary basis as the Supplier’s bailee;
(b) store the Equipment, at no cost to the Supplier, in satisfactory conditions and separately from all the Customer’s other equipment or that of a third party, so that it remains readily identifiable as the Supplier’s property;
(c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Equipment; and
(d) keep the Equipment insured on the Supplier’s behalf for its full price against all risks with a reputable insurer to the reasonable satisfaction of the Supplier, ensure that the Supplier’s interest in the Equipment is noted on the policy, and hold the proceeds of such insurance on trust for the Supplier and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.
9.5 The Customer’s right to possession of the Equipment before ownership has passed to it shall terminate immediately if any of the circumstances set out in clause 20 arise or if the Customer encumbers or in any way charges the Equipment, or if the Customer fails to make any payment to the Supplier on the due date.
9.6 Until ownership of the Equipment is transferred to the Customer in accordance with clause 9.2, the Customer grants the Supplier, its agents and employees an irrevocable licence at any time to enter any premises where the Equipment is or may be stored in order to inspect it, or where the Customer’s right to possession has terminated, to remove it, notwithstanding that it may contain software and data. All costs incurred by the Supplier in repossessing the Equipment shall be borne by the Customer.
9.7 On termination of the Contract for any reason, the Supplier’s (but not the Customer’s) rights in this clause 9 shall remain in effect.
9.8 The Supplier may appropriate payments by the Customer to such Equipment, Supplier Software, or Services as it thinks fit, notwithstanding any purported appropriation by the Customer to the contrary and may make such appropriation at any time.
10. Training
Training will be carried out at the Supplier’s premises at Berkhamsted unless agreed otherwise. Premises used for training other than the Supplier’s premises must be safe and suitable and suitably equipped for the purpose of the Training in the opinion of the Supplier, failing which, the Supplier reserves the right to change the location for Training as it considers appropriate.
11. Software licence and Hosted Software access
11.1 Software licences and rights of access granted under the Contract are as stated in the Sales Order Acknowledgement.
11.2 Where the Sales Order Acknowledgement provides for Hosted Software, the Customer’s right to access and use the Hosted Software shall be for a minimum term of three years from the date on which access to the Hosted Software is first made available to the Customer, unless otherwise expressly stated in the Sales Order Acknowledgement or unless the Contract is terminated earlier in accordance with these Conditions. Once this minimum term expires, the licence and rights of access shall be renewable in 12-month increments.
11.3 If the Customer is provided with any operating system software licences in respect of the Equipment, any licence media, paperwork or licence information shall be left at the Customer’s premises or otherwise provided to the Customer.
11.4 Without prejudice to any other software licence terms under the Contract, the Supplier grants to the Customer a non-exclusive, non-transferable, revocable licence to use the Supplier Software, and where applicable to access and use the Hosted Software, solely for the Customer’s internal business purposes and subject to these Conditions and the Sales Order Acknowledgement.
11.5 The Customer shall not:
(a) copy the Supplier Software except to the extent permitted by applicable law which is not capable of exclusion by agreement, or to the extent necessary for normal permitted use;
(b) reproduce, translate, adapt, vary, modify, reverse engineer, decompile, disassemble or create derivative works from the Supplier Software or Hosted Software, except to the extent permitted by applicable law which is not capable of exclusion by agreement;
(c) communicate, disclose, make available, sell, rent, lease, sublicense, assign, transfer, distribute or otherwise provide the Supplier Software or Hosted Software to any third party without the Supplier’s prior written consent;
(d) use the Supplier Software or Hosted Software on behalf of, or for the benefit of, any third party unless expressly permitted in the Sales Order Acknowledgement;
(e) remove, adapt, obscure or otherwise tamper with any copyright notice, proprietary notice, legend, logo or branding which appears in or on the Supplier Software or Hosted Software;
(f) attempt to gain unauthorised access to the Hosted Software, the Supplier’s systems, any hosting environment, any third party systems, or any data other than the Customer’s own data;
(g) use the Supplier Software or Hosted Software in any way which may damage, disable, overburden, impair or compromise the Supplier’s systems, security, hosting environment or provision of services to other customers; or
(h) use the Supplier Software or Hosted Software otherwise than in accordance with the Contract, the Supplier’s reasonable instructions and any applicable documentation.
11.6 Where the Supplier Software is installed on Equipment or other Customer equipment, the Customer shall not use the Supplier Software on any equipment other than the Equipment or other equipment approved by the Supplier, except with the Supplier’s prior written consent.
11.7 Where the Customer is provided with access to Hosted Software, the Customer is responsible for ensuring that access credentials are kept secure and confidential, that only authorised users access the Hosted Software, and that all users comply with the Contract. The Customer shall notify the Supplier promptly if it becomes aware of any unauthorised access, loss of credentials, suspected security breach or misuse of the Hosted Software.
11.8 The Customer shall not exceed any user limits, site limits, transaction limits, data limits, usage limits or other restrictions stated in the Sales Order Acknowledgement. The Supplier may charge additional fees where such limits are exceeded.
11.9 The licence and rights of access granted under this clause shall continue for the term stated in the Sales Order Acknowledgement, subject to any minimum term applicable under clause 11.2, and shall thereafter be terminable by either party on 90 days’ written notice. Any notice by the Customer to terminate or not renew software maintenance, support, subscription, hosting or Hosted Software access must be given in writing to accounts@sharp-ax.com not less than 90 days before the end of the then-current term. Where the Contract includes a three-year minimum term for Hosted Software, such notice must be given not less than 90 days before the expiry of that initial three-year term.
11.10 On or before termination or expiry of the licence or rights of access, the Customer shall cease using the Supplier Software and Hosted Software and shall return to the Supplier or otherwise dispose of at the Supplier’s direction all copies of the Supplier Software in its possession, custody or control. Termination or expiry of the licence or rights of access shall not affect any accrued rights or liabilities of either party.
12. Microsoft Licensing Obligations
Where any Microsoft software is provided, made available or used in connection with the Supplier Software or Hosted Software:
(a) The Customer acknowledges that the Supplier is a Microsoft Independent Software Vendor (ISV) under the Microsoft ISV Royalty Licensing Agreement. The Customer’s use of any Microsoft software provided under this Contract (including but not limited to Microsoft SQL Server) is subject to the applicable Microsoft license terms which are incorporated by reference.
(b) The Customer accepts that these obligations are flow-down obligations: the Customer must comply with all such licence terms as if it were a direct licensee of Microsoft.
(c) The Customer shall not use Microsoft software for any purpose other than the operation of the Supplier Software and shall ensure that no unlicensed databases or other software are installed or used within the Microsoft SQL environment.
(d) The Customer acknowledges that Microsoft is an intended third-party beneficiary of these obligations and may enforce compliance directly against the Customer.
13. Export terms
13.1 Where any Equipment, Supplier Software, Hosted Software or Services are supplied, delivered, accessed, used or made available outside the United Kingdom, or where the Customer accesses or uses any Hosted Software or Services from a jurisdiction outside the United Kingdom, the provisions of this clause 13 shall, subject to any contrary terms agreed in writing between the Customer and the Supplier, override any other provision of these Conditions.
13.2 The Customer shall be responsible for complying with any legislation, regulation, restriction or requirement governing:
(a) the importation of the Equipment and/or Supplier Software into the country of destination,
(b) the export, re-export, transfer, provision, access to or use of the Equipment, Supplier Software, Hosted Software or Services; and,
(c) the Customer’s access to or use of the Hosted Software or Services from any jurisdiction outside the United Kingdom.
and shall be responsible for obtaining any licences, consents, approvals or permissions required for such activities and for the payment of any duties, taxes, charges or other amounts arising from such importation, export, re-export, transfer, provision, access or use.
The Supplier shall be responsible for arranging for the testing and inspection of any Equipment and Supplier Software at the Supplier’s premises before shipment, where applicable.
13.3 Payment of all amounts due to the Supplier in respect of any export order or cross-border provision of Equipment, Supplier Software, Hosted Software or Services shall be made in accordance with the Sales Order Acknowledgement or such other payment terms as the Supplier may require in writing.
14. Equipment Warranty
14.1 The Supplier warrants to the Customer that the Equipment is free from defects of workmanship and materials. The Supplier undertakes, subject to the remainder of this clause 14, at its option, to repair or replace Equipment, other than consumable items, which is found to be defective as a result of faulty materials or workmanship within six months of delivery and installation.
14.2 Where Equipment is supplied with a manufacturer’s warranty, third party warranty or support arrangement, including without limitation any server, PC, peripheral, network equipment or other hardware warranty, the Supplier shall use reasonable endeavours to pass on or facilitate the benefit of that warranty or support arrangement to the Customer, to the extent that it is permitted to do so. Any response times, repair times or replacement times provided by a manufacturer or third party shall be those of the relevant manufacturer or third party and shall not constitute a separate warranty by the Supplier unless expressly stated in the Sales Order Acknowledgement.
14.3 The Supplier shall not in any circumstances be liable for a breach of the warranty contained in clause 14.1 unless:
(a) the Customer gives written notice of any defect to the Supplier within seven days of the time when the Customer discovers or ought to have discovered the defect; and
(b) after receiving the notice, the Supplier is given a reasonable opportunity of examining such Equipment and the Customer, if asked to do so by the Supplier, returns such Equipment to the Supplier’s place of business at the Supplier’s cost for the examination to take place there.
14.4 The Supplier shall not in any circumstances be liable for a breach of the warranty in clause 14.1 if:
(a) the Customer makes any use of Equipment in respect of which it has given written notice under clause 14.3(a);
(b) the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Equipment or, if there are none, good trade practice;
(c) the Customer alters or repairs the relevant Equipment without the written consent of the Supplier.
(d) The defect arises from any equipment, software, cabling, networking, internet connection, power supply, security software, third party service, environmental condition or other matter not supplied or controlled by the Supplier; or
(e) The defect is caused by improper use of the Equipment or use outside its normal application.
14.5 Any repair or replacement of Equipment by the Supplier shall be under warranty for the unexpired portion of the six-month period.
14.6 The Supplier warrants that the Services will be provided using reasonable care and skill.
14.7 Where the Contract includes Hosted Software, the Supplier shall use reasonable endeavours to make the Hosted Software available to the Customer, subject to planned maintenance, emergency maintenance, interruptions to third party services, internet connectivity issues, Customer Default, security incidents, force majeure events and circumstances outside the Supplier’s reasonable control.
14.8 The Customer acknowledges that the Hosted Software is not provided with any guaranteed uptime, recovery time, response time, resolution time, disaster recovery commitment, business continuity commitment or 24 hour support commitment unless expressly stated in the Sales Order Acknowledgement or in a separate written service level agreement signed by the Supplier.
14.9 The Supplier does not warrant that the Supplier Software, Hosted Software or Services will be uninterrupted, error-free, free from defects, compatible with all Customer systems or devices, or meet any requirements not expressly set out in the Sales Order Acknowledgement.
15. Remedies
15.1 The Supplier shall not in any circumstances be liable for any non-delivery of Equipment or Supplier Software, or any failure to make Hosted Software or Services available, even if caused by the Supplier’s negligence, unless the Customer notifies the Supplier in writing of the failure within seven days after the scheduled delivery, activation or commencement date.
15.2 Any liability of the Supplier for non-delivery of Equipment shall in all circumstances be limited to replacing the Equipment within a reasonable time or issuing a credit note at the pro rata contract rate against any invoice raised for such Equipment.
15.3 Any liability of the Supplier for failure to deliver Supplier Software, make Hosted Software available, or commence Services shall in all circumstances be limited to making the relevant Supplier Software, Hosted Software or Services available within a reasonable time or issuing a credit note at the pro rata contract rate against any invoice raised for the affected Supplier Software, Hosted Software or Services.
15.4 If the Supplier’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, other than by reason of a Force Majeure Event under clause 21 below, the Customer shall in all circumstances be liable to pay to the Supplier all reasonable costs, charges or losses sustained by it as a result, subject to the Supplier notifying the Customer in writing of any such claim it might have against the Customer in this respect.
15.5 In the event of any claim by the Customer under the warranty given in clause 14.1 above, the Customer shall notify the Supplier in writing of the alleged defect. The Supplier shall have the option of testing or inspecting the Equipment at its current location or moving it to the Supplier’s premises, or those of its agent or sub-contractor, at the cost of the Supplier. If the Customer’s claim is subsequently found by the Supplier to be outside the scope or duration of the warranty in clause 14, the costs of transportation of the Equipment, investigation and repair shall be borne by the Customer.
16. LIMITATION OF LIABILITY – THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
16.1 The following provisions set out the entire financial liability of the Supplier (including without limitation any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
(a) any breach of contract howsoever arising; and
(b) any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including without limitation negligence).
16.2 All warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law.
16.3 Nothing in these Conditions excludes or limits the liability of the Supplier for:
(a) death or personal injury caused by the Supplier’s negligence;
(b) fraud or fraudulent misrepresentation; or
(c) any other liability which cannot lawfully be excluded or limited
16.4 The Customer acknowledges that the Hosted Software may permit authorised users to amend or delete Customer data, and that the Supplier shall not be responsible for the consequences of any amendment, deletion or other action carried out by an authorised user or by any person using valid Customer access credentials.
16.5 Subject to clause 16.3 and clause 16.4:
(a) the Supplier shall not in any circumstances be liable, whether in tort (including without limitation for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for:
(i) loss of profits; or
(ii) loss of business; or
(iii) depletion of goodwill or similar losses; or
(iv) loss of anticipated savings; or
(v) loss of goods; or
(vi) loss of contract; or
(vii) loss of use; or
(viii) loss or corruption of data or information; or
(ix) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
(b) The Supplier’s total liability in contract, tort, including without limitation negligence and breach of statutory duty howsoever arising, misrepresentation, whether innocent or negligent, restitution or otherwise, shall be limited to £10,000 or the Contract Price stated in the relevant Sales Order Acknowledgement, whichever is the lesser.
(c) Where the Contract includes recurring charges, subscription charges, hosting charges, support charges or other ongoing charges, the Supplier’s total liability shall be limited to £10,000 or the total charges paid by the Customer to the Supplier under the relevant Contract in the 12 months preceding the event giving rise to the claim, whichever is the lesser
17. Intellectual Property Rights
17.1 If the Supplier manufactures or develops the Equipment, or applies any process or modification to the same, in accordance with a specification submitted or prepared by the Customer or any other information provided by the Customer, the Customer shall indemnify and keep indemnified the Supplier against all losses, damages, costs, claims, demands, liabilities and expenses (including without limitation consequential losses, loss of profit and loss of reputation, and all interest, penalties and legal and other professional costs and expenses) awarded against or incurred by the Supplier in connection with, or paid or agreed to be paid by the Supplier in settlement of, any claim for infringement of any third party Intellectual Property Rights which results from the Supplier’s use of the Customer’s specification or such other information. The indemnity shall apply whether or not the Customer has been negligent or at fault and does not limit any further compensation rights of the Supplier.
17.2 The Customer acknowledges that, subject to the grant of licences and rights of access under the Contract, all Intellectual Property Rights used by or subsisting in the Equipment, Supplier Software, Hosted Software and Services are and shall remain the sole property of the Supplier or, as the case may be, the relevant third party rights owner.
17.3 The Supplier shall retain the property and copyright in all documents supplied to the Customer in connection with the Contract and it shall be a condition of such supply that the contents of such documents shall not be communicated either directly or indirectly to any other person, firm or company without the prior written consent of the Supplier.
17.4 The Supplier’s Intellectual Property Rights in and relating to the Equipment, Supplier Software, Hosted Software and Services shall remain the exclusive property of the Supplier, and the Customer shall not at any time make any unauthorised use of such Intellectual Property Rights, nor authorise or permit any of its agents or contractors or any other person to do so.
17.5 Nothing contained in these Conditions shall be construed as an assignment of any Intellectual Property Rights in the Supplier Software, Hosted Software or Services.:
(a) the Customer shall be subject to the rights and restrictions imposed by the owner of the Intellectual Property relating to the Supplier Software, Hosted Software and Services, and shall comply with all licence contracts, terms of use and registration requirements relating to them.
(b) the Customer shall indemnify and keep indemnified the Supplier against all losses, damages, costs, claims, demands, liabilities and expenses, including without limitation consequential losses, loss of profit and loss of reputation, and all interest, penalties and legal and other professional costs and expenses, awarded against or incurred by the Supplier in connection with, or paid or agreed to be paid by the Supplier in settlement of, any claim for infringement of any third party Intellectual Property Rights which results from the Supplier’s use of the Customer’s specification or other information, software, data, materials or instructions, or any modification of the Supplier Software, Hosted Software or Services requested or carried out by or on behalf of the Customer. The indemnity shall apply whether or not the Customer has been negligent or at fault and does not limit any further compensation rights of the Supplier.
18. Confidentiality and Supplier’s property
18.1 The Customer shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes, initiatives, software, documentation, pricing, access credentials, system information, security information, hosting arrangements, service architecture or other information which is of a confidential nature and has been disclosed or made available to the Customer by the Supplier or its agents, and any other confidential information concerning the Supplier’s business, products, Supplier Software, Hosted Software or Services which the Customer may obtain. The Customer shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Customer’s obligations to the Supplier, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the Customer.
18.2 All Supplier materials, equipment, tools, drawings, specifications, documentation, access credentials, configuration information, data of the Supplier and other property of the Supplier used by the Supplier for the purpose of supplying the Equipment, Supplier Software, Hosted Software or Services to the Customer shall at all times be and remain the exclusive property of the Supplier, but shall be held by the Customer in safe custody at its own risk and maintained and kept in good condition by the Customer until returned to the Supplier, and shall not be disposed of, disclosed or used other than in accordance with the Supplier’s written instructions or authorisation.
18.3 This clause 18 shall survive termination of the Contract, however arising.
19. Data Protection and compliance Obligations
19.1 The parties acknowledge that, for the purposes of applicable data protection legislation, the Customer is the controller, and the Supplier is the processor in respect of any personal data processed by the Supplier on behalf of the Customer under the Contract. Each party shall comply with its respective obligations under applicable data protection legislation.
19.2 The Customer warrants that it has all necessary consents, notices, lawful bases, rights and permissions required under applicable data protection legislation to permit the Supplier to process personal data on behalf of the Customer in connection with the Contract. The Customer shall be responsible for the accuracy, quality and lawfulness of the personal data supplied or made available to the Supplier.
19.3 The Supplier shall, in respect of personal data processed on behalf of the Customer:
(a) process such personal data only on documented instructions from the Customer, unless required to do otherwise by law;
(b) maintain ISO 27001 and ISO 9001 certified management systems, or equivalent successor certifications, in respect of information security and quality management, and maintain appropriate technical and organisational measures designed to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction or damage;
(c) ensure that persons authorised to process personal data are subject to appropriate obligations of confidentiality;
(d) assist the Customer, taking into account the nature of the processing, in responding to requests from data subjects;
(e) notify the Customer without undue delay after becoming aware of a personal data breach affecting personal data processed on behalf of the Customer;
(f) at the Customer’s cost, provide reasonable assistance to the Customer in meeting the Customer’s obligations under applicable data protection legislation, taking into account the nature of the processing and the information available to the Supplier; and
(g) at the choice of the Customer, delete or return personal data processed on behalf of the Customer following termination or expiry of the Contract, unless retention is required by law or permitted under the Contract.
19.4 The Supplier may appoint sub-processors where reasonably required for the provision of the Equipment, Supplier Software, Hosted Software or Services, including without limitation hosting providers, infrastructure providers, support providers and software providers. The Supplier shall ensure that any such sub-processor is subject to data protection obligations which are materially no less protective than those set out in this clause 19.
19.5 In the event of conflicting, unclear or disputed instructions, including without limitation where directors, officers, employees or other representatives of the Customer give contradictory directions, the Supplier may suspend processing or restrict access to the relevant data or Services until the Customer provides validated confirmation of its authorised instruction. The Supplier shall not be liable for any delay, interruption or failure to perform caused by such suspension or restriction.
19.6 The Customer shall be responsible for the acts and omissions of its users and for all data entered, amended, deleted or otherwise processed using the Supplier Software or Hosted Software by the Customer, its users or any person using the Customer’s access credentials. The Supplier shall not be liable for any loss, deletion, corruption or alteration of data caused by the Customer, its users, the Customer’s systems, the Customer’s access credentials, or any unauthorised access arising from the Customer’s failure to keep credentials secure
19.7 The Customer indemnifies the Supplier against any claims, fines, penalties, losses, damages, costs, demands, liabilities and expenses arising from the Customer’s failure to comply with its obligations as controller, including without limitation the provision or use of personal data without a lawful basis or contrary to applicable data protection legislation.
20. Termination
20.1 Without prejudice to any other right or remedy available to the Supplier, the Supplier may terminate the Contract, suspend any further deliveries, suspend provision of Services, or suspend any further deliveries, suspend provision of Services, or suspend access to any Software without liability to the Customer and, if any Equipment, Supplier Software or Services have been delivered, made available or supplied but not paid for, the price shall become immediately due and payable notwithstanding any previous Contract or arrangement to the contrary if:
(a) the ability of the Customer to accept delivery of the Equipment or Supplier Software, receive the Services, or access or use the Hosted Software is delayed, hindered or prevented by circumstances beyond the Customer’s reasonable control;
(b) the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
(c) the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer;
(e) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Customer;
(f) the holder of a qualifying floating charge over the assets of Customer has become entitled to appoint or has appointed an administrative receiver;
(g) a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the Customer;
(h) a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Customer’s assets and such attachment or process is not discharged within 14 days;
(i) any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 20.1(b) above to clause 20.1(h) above (inclusive);
(j) the Customer suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
(k) there is a change of control of the Customer (within the meaning of section 1124 of the Corporation Tax Act 2010).
20.2 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
20.3 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
21. Force majeure
21.1 The Supplier reserves the right to defer the date of delivery, suspend or defer provision of access to Hosted Software or Services, reduce the amount of Equipment, Supplier Software, Hosted Software or Services ordered, otherwise alter the Contract or cancel the Contract, if it is prevented from or delayed in carrying on its business or performing its obligations by acts, events, omissions or accidents beyond its reasonable control (Force Majeure Event), including strikes, lock-outs or other industrial disputes, failure of a utility service, hosting service, internet service, transport or telecommunications network, act of God, pandemic, epidemic, war, riot, civil commotion, malicious damage, cyber attack, denial of service attack, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant, machinery, systems or infrastructure, fire, flood, storm, or default of suppliers, hosting providers, service providers or sub-contractors.
22. Waiver
22.1 No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
23. Rights and remedies
23.1 Except as expressly provided in these Conditions, the rights and remedies provided under the Contract are in addition to, and not exclusive of, any rights or remedies provided by law.
24. Severance
24.1 If any provision or part-provision of these Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted. Any deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Conditions.
24.2 If any provision or part-provision of these Conditions is deemed deleted under clause 24.1, the parties shall negotiate in good faith to agree a replacement provision that is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
25. Entire agreement
25.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
25.2 Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.
25.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
25.4 Nothing in this clause shall limit or exclude any liability for fraud.
26. Assignment
26.1 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
26.2 The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
27. Third party rights
27.1 Except as expressly provided in the Contract, including without limitation any rights granted to Microsoft or any other third party licensor, no one other than a party to the Contract shall have any right to enforce any of its terms.
28. Notices
28.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
(a) delivered by hand or by pre-paid first-class recorded delivery post to its registered office (if a company) or its principal place of business (in any other case); or
(b) sent by email to the email address stated below, or as otherwise notified to the other party from time to time:
(i) the Supplier’s email address: [accounts@Sharp-ax.com];
(ii) the Customer’s email address [as specified in the Sales Order Acknowledgement].
28.2 Any notice shall be deemed to have been received:
(a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
(b) if sent by pre-paid first-class recorded delivery post, at 9.00 am on the second Business Day after posting;
(c) if sent by email, at 9.00 am on the next Business Day after transmission.
28.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
29. Governing law
29.1 The Contract and any disputes or claims arising out of or in connection with it or its subject matter or formation (including without limitation non-contractual disputes or claims) are governed by and construed in accordance with the law of England and Wales.
30. Jurisdiction
30.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Conditions or the Contract or its subject matter or formation (including non-contractual disputes or claims).
Sharp-aX Computer Systems is acting as an agent of TrueLayer, who is providing the regulated Account Information Service, and is Authorised and Regulated by the Financial Conduct Authority under the Payment Services Regulations 2017 and the Electronic Money Regulations 2011 (Firm Reference Number: 901096)
