1. Interpretation
1.1. The definitions and rules of interpretation in this clause apply in these conditions:
1.1.1. “Business Day” means any day other than Saturday or Sunday or a bank or public holiday in England.
1.1.2. “Confidential Information” means technical and commercial knowledge, specifications, inventions, processes, initiatives and software code which is or are of a confidential nature together with any other confidential information regarding a party’s business, finances, customers, products and services and any other information specified by either party as being confidential in nature.
1.1.3. “Customer” means the person, firm or company receiving the Products and/or Services as identified in the Order.
1.1.4. A reference to “You” or “Your” shall be interpreted accordingly.
1.1.5. “Data Protection Schedule” means the Schedule to these General entitled “Data Protection Schedule”.
1.1.6. “Deliverables” means the deliverables and/or output of the Services as described in the Order.
1.1.7. “End User License Agreement” means the license agreement between the software provider (or its nominated licensing body) regarding that part of the Product that include software and which You are required to enter into prior to using the software.
1.1.8. “General Terms and Conditions” means the conditions set out in this document.
1.1.9. “Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, moral rights, rights in confidential information (including without limitation know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and including without limitation all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
1.1.10. “Silver Cloud Technologies” or “Us” or “Our” or “We” means Silver Cloud Technologies Limited, a company registered in England & Wales with company number 8175451 and whose registered office is located at 85 Tottenham Court Road, London, W1T 4TQ.
1.1.11.“Order” means our quotation document detailing the Products and/or Services to be provided to You.
1.1.12. “Privacy and Data Protection Requirements” means the Data Protection Act 1998 (until repealed), the Data Protection Directive (95/46/EC) (until repealed) and, from 25 May 2018, the General Data Protection Regulation 2016/679 (“GDPR”) or any equivalent provision which may replace the GDPR following the formal political separation of the United Kingdom of Great Britain and Northern Ireland from the European Union, the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699), the Electronic Communications Data Protection Directive (2002/58/EC), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) and all applicable laws and regulations which may be in force from time to time relating to the processing of personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner or any other supervisory authority, and the equivalent of any of the foregoing in any relevant jurisdiction.
1.1.13. “Products” means the products supplied by Us to You as detailed in each Order and, if applicable, the relevant Schedule or Specification.
1.1.14. “Schedule” means the Schedule which contains terms and conditions that apply specifically to the Products and/or Services to which that Schedule relates to and/or the Data Protection Schedule.
1.1.15. “Services” means the services, including the Deliverables, supplied by Us to You as set out in each Order and, if applicable, the relevant Schedule or Specification.
1.1.16. “Specification” means any specification for the Products or Services, including any relevant plans or document agreed in writing by You and Us.
1.1.17. “System” means Your information technology system including hardware, software, operating systems and interfaces.
1.1.18. “Term” means the term of the Contract as specified in the Order or the relevant Schedule that relates to that Product or Service.
1.1.19. “VAT” means Value Added Tax chargeable under English law.
1.1.20. “Order” means our quotation document detailing the Products and/or Services to be provided to You.
1.1.21. “Person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.
1.2. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular and a reference to one gender shall include a reference to the other genders.
1.3. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enactment.
2. Terms of Contract
2.1 These terms outline the rules for using our website and portal; link to our site and portal; interact with our site in any other way; and that prescribe our terms for your accepted use, our cookies policy and our privacy policy. By using our site you accept these terms. Your access to and use of Our website and portal is subject to these terms and conditions, our Terms of Business and any other legal notices and statements contained on this website. By using this website, you agree to be held subject to these terms and conditions. If you do not agree to these terms, you must not use our website or services. We recommend that you print a copy of these terms for future reference.
2.2. Each Order for the supply of Products and/or Services shall be a separate contract between You and Us (“Contract”) which shall incorporate the terms in the following documents:
2.2.1. the Order;
2.2.2. the relevant Schedule for those Products and/or Services as specified in the Order; and
2.2.3. these General Terms and Conditions.
2.2. Each purchase order or request for Our Products or Services (or any document of equivalent nature, other than the Order) shall constitute an offer by You to receive the Products and/or Services. If We choose to accept Your offer. We will then send to you the Order at which point the Contract will be formed between You and Us. The date of the Order shall be the “Effective Date”. Alternatively, where We receive Your purchase order and commence work without sending an Order to You, the Contract will be formed on the date of Your purchase order and that date shall be the Effective Date.
2.3. Any terms that You seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing, shall be excluded from the Contract. This applies even where We commence work following receipt of Your purchase order.
2.4. An error or omission in Our sales literature, quotations or other document issued by Us shall be subject to correction without liability on Our part.
2.5. You shall be responsible for ensuring the accuracy of the Order and for giving all relevant information concerning the Products and/or Services to Us.
2.6. If there is a conflict or inconsistency between some or all of the documents that form the Contract, the order of priority for interpretation shall be as set out in clause 2.2.
3. Your Obligation
3.1. To co-operate with Us in relation to the provision of the Services and supply of the Products;
3.1.1. To ensure that the terms of the Order are complete and accurate when the Order is delivered to You and in any event before the commencement of the Services or the dispatch of the Products;
3.1.2. To provide Us and Our employees, agents and contractors with access to Your premises, office accommodation and other facilities as We may reasonably require in order to deliver the Products and provide the Services;
3.1.3. To provide Us with such information and materials as We may reasonably require to supply the Products and/or the Services, and ensure that such information is accurate in all material respects;
3.1.4. To comply with the manufacturer’s recommendations regarding the Products and Deliverables;
3.1.5. To grant Silver Cloud Technologies a royalty free, non exclusive, non transferrable license to use Your software, documentation, processes, procedures and data but solely to the extent necessary for the provision of the Products and/or Services;
3.2. If We are unable to perform any of Our obligations in respect of the Contract due to an act or omission by You then We will have the right to suspend delivery of the Products or performance of the Services until such time as the said issues are resolved to Our reasonable satisfaction.
4. Charges and Payments
4.1. The price of the Products shall be itemised in the Order. The price of the Products is inclusive of all costs and charges for packing, insurance and accordingly.
4.2. The charges for the Services shall be as set out in the Order. Where such charges are on a time and materials basis:
4.2.1. The charges shall be calculated in accordance with Our standard daily or hourly fee rates, as set out in the Order
4.2.2. Our standard daily fee rates for each individual person are calculated on the basis of a 8 hour day from 9.00 am to 6.00 pm with one hour for lunch worked on Business Days; and
4.2.3. Where specified in the Order, and where these expenses are outside of the normal costs of visits to Your offices, we shall be entitled to charge You for any significant expenses reasonably incurred by the individuals whom We engage in connection with the Services including, but not limited to, traveling expenses, hotel costs, subsistence and any associated expenses, and as required by Us for the performance of the Services, the cost of services provided by third parties and the cost of any materials.
4.3. Unless there are contrary provisions in a Schedule regarding payment or unless different payment terms have been agreed between the parties in writing, then:
4.3.1. In respect of the Products, We shall raise an invoice on or at any time after delivery of the Products. If You fail to take delivery of the Products, We shall be entitled to raise an invoice at any time after We have notified You that the Products are ready and available for delivery;
4.3.2. In respect of Services, We shall raise an invoice on completion of the Services; and
4.3.3. notwithstanding clauses 4.3.1 and 4.3.2, Where Products and Services are supplied over a period of time We reserve the right to raise invoices for the Products and Services in arrears at the end of each calendar month or at other intervals as agreed between You and Us.
4.4. You shall pay each invoice submitted by Us within 30 days of the date of the invoice in full and cleared funds and in the currency specified in the Order. Payment shall be made to a bank account nominated in writing by Us on the invoice. We reserve the right to reduce the credit period for payment at any time by notifying You of Our decision to do so in writing.
4.5. If We have not received payment in 5 days after the due date:
4.5.1. We may suspend the supply of Products and/or Services in this Contract (and any other contracts that We have with You) until all outstanding invoices are paid;
4.5.2. interest shall accrue on such unpaid invoice from the date it became overdue, until payment, at the current rate payable under the Late Payment of Commercial Debts (Interest) Act 1998 and as amended.
4.6. All amounts and fees stated in the Order are exclusive of VAT which shall be added to Our invoices at the current rate.
4.7. If You dispute the validity of any invoice, You will notify Us in writing within 5 days of receipt of such invoice. You will still be obliged to pay any undisputed part of the invoice in accordance with the payment terms set out in clause 4.4. We will work with You to resolve the dispute.
5. Products
5.1. The Products will, on delivery, be as described in the Order and as modified by any applicable Specification.
5.2. To the extent that the Products are to be developed or manufactured in accordance with Your specific requirements supplied by You to Us, You shall indemnify Us against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Us in connection with any claim made against Us for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with Our use and reliance upon Your requirements or Your contribution to the Specification. This clause 5.2 shall survive cancellation or termination of the Contract.
5.3. We reserve the right to amend the Specification if required by any applicable statutory or regulatory requirements.
6. Delivery of Products
6.1. Unless agreed otherwise in the Order, We (or Our nominated third party supplier) shall deliver the Products to the location set out in the Order or such other location as the parties may agree (“Delivery Location”).
6.2. Delivery of the Products shall be completed on the Products’ arrival at the Delivery Location.
6.3. Any dates quoted for delivery of the Products are approximate only, and the time of delivery is not of the essence. We shall not be liable for any delay in delivery of the Products that is caused by a Force Majeure Event or Your failure to provide Us with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
6.4. If You fail to accept or take delivery of the Products within 10 Business Days from Us notifying You that the Products are available for delivery, then except where such failure or delay is caused by a Force Majeure Event or by Our failure to comply with Our obligations under the Contract in respect of the Products, We shall be entitled to:
6.4.1. redeliver the Products to the Delivery Location at such reasonable time as We shall set; and/or
6.4.2. store the Products until delivery takes place and bill You for all related costs and expenses, including insurance.
6.5. If You fail to take delivery of the Products within 10 Business Days after We or Our nominated third party supplier have notified You that the Products are ready for delivery, We may resell or otherwise dispose of part or all of the Products. If You have paid for the Products in advance, We can deduct reasonable storage and selling costs and bill You for any excess over the price of the Products or invoice You for any shortfall below the price of the Products.
6.6. We (or Our nominated third party supplier) may deliver the Products by instalments, which shall be invoiced and paid for separately. A delay in delivery or defect in an instalment shall not entitle You to cancel any other instalment.
6.7. Each Product shall be supplied subject to the manufacturer’s published specification and shall only be subject to amendment if the parties have agreed to such amendment in the Order. We do reserve the right to make changes to the Products where necessary to comply with any legal requirements and which do not materially affect the quality or performance of the Products.
6.8. Where the Products are or include software, that software shall be licensed to You on the terms of the End User License Agreement between You and the software developer or licensing body. You acknowledge and agree that We are not able to grant any rights regarding that software. By entering into the Contract, You warrant to Us that You will observe and perform all duties and restrictions imposed upon You by the End User License Agreement. You will indemnify Us against all losses, damages, claims and expenses (including reasonable professional fees) incurred directly or indirectly by Us as a result of Your failure to observe or perform the obligations and restrictions contained in the End User License Agreement.
7. Title and Risk
7.1. The risk in the Products and/or Deliverables shall pass to You once delivery has been completed.
7.2. Title to the Products and/or Deliverables shall not pass to You until We receive payment in full for the Products and/or Deliverables and any other products that We have supplied to You in regard of which payment has become due.
7.3. Until title has passed to You, You shall:
7.3.1. hold the Products and/or Deliverables on a fiduciary basis;
7.3.2. take all reasonable steps to store the Products and/or Deliverables safely and in a way that they can be identified as Our property if We were to exercise Our right to recover the Products and/or Deliverables;
7.3.3. maintain the Products and/or Deliverables to a sufficiently good condition, and keep them insured against all risks for their full price on Our behalf from the date of delivery;
7.3.4. notify Us immediately if You become subject to any of the events listed in clause 15.3.2
7.4. If You fail to comply with Your obligations in clause 7.3 or if You become subject to an event described in clause 15.3.2 then We may at Our discretion recover the Products and/or Deliverables from You and You grant Us permission to enter Your premises or any premises where the Products and/or Deliverables are located in order to recover them.
8. Services
8.1. We shall provide the Services to You in line with the Order and where applicable, the Specification in all material respects.
8.2. We will use all reasonable endeavours to meet any performance dates for the Services specified in the Order and where applicable, the Specification but any such dates will be approximate.
8.3. We shall have the right to make any necessary changes to the Services which are required in order to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and We shall notify You in such an event.
9. Warranties
9.1. We warrant that, on delivery, the Products and/or Deliverables conform in all material respects in line with their description and any applicable Specification.
9.2. You acknowledge that, unless otherwise specified by Us in the Order, We do not customise or develop the Products and are simply acting as a reseller. Where the Products have the benefit of a warranty granted by the manufacturer We will use reasonable endeavours to transfer the benefit of these warranties to You.
9.3. To to make a justifiable claim regarding a Product or Deliverable that fails to comply with the warranty in clause 9.1:
9.3.1. You must provide Us with notice in writing within 3 Business Days of discovery that some or all of the Products and/or Deliverables do not comply with the warranty set out in clause 9.1;
9.3.2. You must give Us reasonable opportunity to examine such Products or Deliverables; and
9.3.3. at Our request, You must return such Products and/or Deliverables to Our place of business.
9.4. We shall not be liable for the Products’ and/or Deliverables’ failure to comply with the warranty in clause 9.1 if:
9.4.1. You make any further use of such Products and/or Deliverables after giving Us notice in accordance with clause 9.3.1;
9.4.2. the defect arises because You or Your employees, consultants, agents or subcontractors did not follow the instructions regarding storage, installation, commissioning, use or maintenance of the Products and/or Deliverables;
9.4.3. You change or repair such Products and/or Deliverables without Our prior written consent; or
9.4.4. the defect is the result of fair wear and tear, wilful damage, negligence, or abnormal working conditions.
9.5. We warrant to You that the Services shall be provided using reasonable skill and care.
9.6. In order to make a valid claim regarding Services that fail to comply with the warranty in clause 9.5:
9.6.1. You must give Us notice in writing within 3 Business Days of discovery that some or all of the Services do not comply with the warranty set out in clause 9.5; and
9.6.2. You must give Us a reasonable opportunity to investigate the matters giving rise to the claim.
9.7. Where a valid warranty claim is presented and upheld by Us, Our obligations arising under a breach of clause 9.1 or clause 9.5 shall be limited to:
9.7.1 repairing or replacing the defective Products and/or Deliverables or refunding the price of the defective Products or that part of the price that relates to the Deliverables; and
9.7.2. re performing the Services or refunding the price of those defective Services.
9.8. Except as provided in this clause 9, We shall have no liability to You in respect of the Products’ and/or Deliverables’ failure to comply with the warranty set out in clause 9.1 or the Services, failure to comply with 9.5.
9.9. All other warranties that are implied by statute, regulation or by custom and practice are excluded from the Contract.
9.10. The terms of this clause shall apply to any repaired or replacement Products and/or Deliverables and any re performed Services supplied by Us under clause 9.
10. Indemnities
You will indemnify, defend and hold Silver Cloud Technologies, its directors, officers, employees and agents harmless from any losses, liabilities, actions, judgments, suits, proceedings, claims, damages and costs Silver Cloud Technologies, its directors, officers, employees and agents may suffer or that may be made by a third party resulting from or arising from your use of the website, materials or software, or in connection with Your use of the Products and/or the Services, whether in breach of these terms, any other agreement Silver Cloud Technologies has with you or otherwise.
11. Liability and Insurance
11.1. This clause 11 sets out Our entire financial liability inclusive of any liability for the acts or omissions of Our employees, agents, consultants and sub-contractors to You.
11.1.1. You assume sole responsibility for results obtained from the use of the Products and/or Services by You; and
11.1.2. all warranties, conditions and other terms implied by statute or common law are excluded from the Contract.
11.2. Nothing in this Contract excludes Our liability for:
11.2.1. death or personal injury caused by Our negligence;
11.2.2. fraud or fraudulent misrepresentation; or
11.2.3. any other liability that cannot be excluded as a matter of law.
11.3. We shall not be liable whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise arising under or in connection with the Contract for any:
11.3.1. loss of profit;
11.3.2. loss of business;
11.3.3. loss of goodwill;
11.3.4. loss of business opportunity;
11.3.5. loss of anticipated saving;
11.3.6. loss or corruption of data or information; or
11.3.7. special, indirect or consequential damages.
11.4. During the term of the Contract, We shall maintain in force, with a reputable insurance company:
11.6.1. professional indemnity insurance in an amount not less than £1,000,000; and
11.6.2. public and product liability insurance in an amount not less than £2,500,000.
12. Confidentiality
12.1. Except as provided for under clauses 12.2 and 12.3, both parties shall treat all information related to the provision of Services or supply of Products as Confidential Information.
12.2. Clause 12.1 shall not apply to the extent that:
12.2.1. the information was in the possession of the disclosing party without obligation of confidentiality prior to its disclosure;
12.2.2. such information was already in the public domain at the time of disclosure;
12.2.3. such information was obtained from a third party without obligation of confidentiality;
12.2.4. such information was independently developed without access to the other party’s Confidential Information; or
12.2.5. such information is required to be disclosed by law, by a court of competent jurisdiction or by any regulatory or administrative body.
12.3. Each party may disclose Confidential Information to its personnel directly involved in the provision of the Services or supply of the Products and who need to know the information for this purpose. Each party shall ensure that each of its personnel receiving the information pursuant to this clause are fully aware of it and comply with the confidentiality obligation set out in this clause. 12.4. You must keep your account details safe. If you choose, or you are provided with, a user or customer identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party. We have the right to disable any user or customer identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms of use. If you know or suspect that anyone other than you knows your user or customer identification code or password, you must promptly notify us at ServiceDesk@silvercloud-tech.com.
13. Intellectual Property Rights
13.1. All Intellectual Property Rights in or arising from or in connection with the Products shall be owned by Us or Our licensors. Where the Products are software (or include software) Your access to that software is subject at all times to the terms of the relevant End User Licence Agreement. The names, logos, trademarks, copyright and all other intellectual property rights in all of the material and software on this website are owned by Silver Cloud Technologies or its licensors or partners. Any Intellectual Property Rights in developments to the Products shall vest automatically with Silver Cloud Technologies or Our licensors.
13.2. All Intellectual Property Rights in or arising out of or in connection with the Deliverables shall be owned by Us. You are granted a temporary, non-transferrable, royalty-free licence to use the Intellectual Property Rights contained in the Deliverables for the purpose for which they are provided to You . This licence shall immediately cease when the Contract cancels or expires. Any Intellectual Property Rights in development to the Deliverables shall vest automatically with Silver Cloud Technologies.
13.3 All third party owned materials contained on the website are reproduced with the permission of the respective owners. Those works will be protected by copyright laws and treaties around the world. All such rights are reserved. Exclusions apply where necessary in order to view the information on this website, or as permitted under English law or these terms and conditions, no information or content on this website may be reproduced, adapted, altered, uploaded to a third party, linked to, distributed or transmitted in any form by any process without our expressed written consent.
13.4 Silver Cloud Technologies takes care in ensuring that the information provided on our website is accurate at the date of publication. However, the content on our site is provided for general information only and the website and its content is provided without warranties or guarantees of any kind, either expressed or implied whether as to the accuracy, completeness or currency of the content or otherwise. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site.
14. Third Parties & General
14.1. We may have links on our website to third party sites. We do not control the content or accuracy of information on such websites and do not otherwise endorse the material placed on such sites. The links are provided for your reference only and Silver Cloud Technologies excludes all liability and responsibility for the content or operation of these third party websites.
14.2.You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.
14.3.You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
14.4.You must not establish a link to our site in any website that is not owned by you.
14.5.Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page.
14.6. These General Terms and Conditions and any documents referred to in them are the entire agreement between the parties with regard to their subject matter and no other terms, conditions, warranties or statements (unless fraudulent) will apply. A waiver by a party of a breach of any provision shall not be deemed a continuing waiver or a waiver of any subsequent breach of the same or any other provisions. Failure or delay in exercising any right under the Contract shall not prevent the exercise of that or any other right. No person other than a party to this Contract shall have any rights to enforce any terms of this Contract. Nothing in this Contract shall create or be deemed to create a partnership between the parties.
15. Term and Termination
15.1. We require 3 months written notice of termination of contract. The Contract shall commence on the Effective Date and unless cancelled under clause 15.2 or terminated in accordance with clause 15.3, shall continue for its Term.
15.2. Subject to clause 15.3, after the Effective Date You cannot cancel a Contract unless We consent to such cancellation in writing and a condition of such consent shall be that You indemnify and reimburse Us for all losses (including lost revenue and profit), costs, fees, expenses incurred as a result of such cancellation. Where an Order is for a bespoke Product, You will be obliged to pay to Us the entire price of the Product.
15.3. Without prejudice to any other rights or remedies to which both parties may be entitled, either party may terminate this Contract without liability to the other if:
15.3.1. the other party commits a material breach of any of the terms of the Contract and a remedy fails within 30 days of that party being notified in writing of the breach; or
15.3.2. an order is made or a resolution is passed for the dissolution or winding-up of the other party or an order is made for the appointment of an administrator to manage the affairs, business and property of the other party or such an administrator is appointed or documents are filed with the court for the appointment of an administrator or notice of intention to appoint an administrator is given by the other party or its trustees, officers, directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986), or a receiver and/or manager or administrative receiver is appointed in respect of all or any of the other party’s assets or undertaking or circumstances arise which entitle the Court or a creditor to appoint a receiver and/or manager or administrative receiver or which entitle the Court to make a winding-up or bankruptcy order or the other party takes or suffers any similar or analogous action in consequence of debt in any jurisdiction.
16. Effect of Termination
16.1. In addition to any specific rights set out in the relevant Schedule, on expiry, termination or cancellation of the Contract for any reason:
16.1.1. any outstanding invoices shall become immediately payable;
16.1.2. any licences or other permissions granted by or on behalf of Us shall immediately terminate;
16.1.3. You shall return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to Us and which are supplied as part of this Contract; and
16.1.4. We may destroy all and any of the data collected from the supply of the Services and the Products, unless We receive no later than 10 Business Days after the expiry of the Contract a written request for its delivery to You, then:
16.1.4.1. We will deliver the items to You within 60 days of receipt of the written request, provided that You have paid all fees and charges outstanding at termination, cancellation or expiry; and
16.1.4.2. You shall pay all reasonable expenses incurred by Us in returning or disposing of the items.
17. Force Majeure
17.1. We shall have no liability to You under the Contract if We are prevented from or delayed in performing Our obligations under the Contract, or from carrying on Our business, by acts, events, omissions or accidents beyond Our reasonable control, including, strikes, lock-outs or other industrial disputes (whether involving Our workforce or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, fire, flood or storm provided that You are notified of such an event and its expected duration (“Force Majeure Event”).
17.2. We shall give You written notice as soon as reasonably practical on becoming aware of an event in clause 17.1. Such notice shall contain details of the circumstances giving rise to the event of force majeure.
17.3. Such delay or failure will not constitute a breach of the Contract and the time for performance of the affected obligations will be suspended for the duration of the Force Majeure Event.
17.4. If an event specified in clause 17.1 prevents Us from performing Our obligations under the Contract for a continuous period in excess of 4 weeks or for a total of more than 8 weeks in any 12 month period, either party shall be entitled to terminate the Contract by written notice provided a Force Majeure Event remains subsisting at the time of the notice.
18. Notices
18.1. The standard 90 day notice and any other notice given under the Contract shall be in writing and shall be:
18.1.1. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office or its principal place of business as set out in the Order; or
18.1.2. sent by email to an email address info@silvercloud.tech.
18.2. Any notice shall be deemed to have been received:
18.2.1. if delivered by hand, at the time the notice is left at the proper address;
18.2.2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting;
18.2.3. if sent by email at 9:00 am on the next Business Day after transmission.
18.3. This clause does not apply to the service of any proceedings or other documents in any legal action.
19. Dispute Resolution
19.1. We shall attempt to resolve any dispute with You arising in relation to the Contract through negotiation between respective senior staff who have authority to settle such dispute. If the matter is not resolved through negotiations then the procedure set out below will apply.
19.2. If a dispute cannot be resolved in accordance with the procedure in clause 19.1 then the dispute shall be referred to an Alternative Dispute Resolution (ADR) procedure recommended by the Centre for Effective Dispute Resolution (CEDR) acceptable to both You and Us before pursuing any other remedies available. If either party fails or refuses to participate in the ADR procedure, or if in any event the dispute is not resolved within 60 days after reference to the ADR procedure, legal proceedings may be instituted in accordance with clause 20. The mediation shall be conducted in English in London (unless another language or location is agreed by the parties).
20. Governing Law and Jurisdiction
20.1. This Contract and any disputes or claims arising out of or in connection with it, its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the law of England and Wales.
20.2. Save as set out in clause 20, both parties irrevocably agree that the courts of England and Wales have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Contract, its subject matter or formation (including non-contractual disputes or claims).
Terms of Use