“Additional Service” means services provided at the request of the Customer which fall outside of the scope of the Order/Purchase Order.
“Additional Charges” means charges calculated by enablesIT on a time basis at the prevailing rates for providing Additional Services.
“Additional Products” means products purchased in addition to the products listed in the Contract; “Change Order” means the signed agreement of a change to the Goods and Services to be supplied.
“Commencement Date” means the date from which it is agreed that the Services shall be available as stated in this Agreement.
“Conditions” means the standard Terms & Conditions (T&Cs) of sale set out in this document.
“Contract” means the contract for the purchase and sale of the Goods and/or Services.
“Customer” means the person whose order for the Goods and/or Services is accepted by enablesIT.
“Delay” means any deviance from the timescales issued in the Contract.
“Equipment” means any hardware or software, owned or otherwise, at the premises where the Goods and/or Services are delivered. “Goods” means the goods, hardware, software, materials (including any instalment of the goods or any parts for them) which enablesIT is to supply or manufactures pursuant to an Order and in accordance with these Conditions.
“Goods Return Number” means a number issued by enablesIT to the Customer in respect of Goods to be returned.
“Hosted Environment” means the physical environment where hosting services are offered from, including hardware, servers, routers and cabinets.
“Incident” means a request for information or assistance made by the Customer and includes all telephone calls made whilst resolving the request.
“Initial Period” Means the primary period of this Agreement as stated in the Contract.
“Named Individuals” Means the nominated customer employee(s) who enablesIT will contact to perform the Services.
“Normal Hours” means the hours between 9.00 a.m. and 5.30 p.m. Monday to Friday inclusive, excluded all bank and public holidays, unless otherwise specified.
“Order/Purchase Order” means an order from the Customer to enablesIT for Goods and/or Services.
“Pre Paid Days” means Services paid for in advance in blocks of days available to be called off by the Customer within 12 months from order date.
“Product” means those products listed in the Contract.
“Proposal” means document issued to the Customer detailing the description of Goods and Services to be supplied and price thereof.
“Quote” means document issued to the Customer detailing the Goods and Services to be supplied and price thereof.
“Service Fee” means the aggregate sum of the charges for the Services.
“Service Hours” means the hours between 9.00am and 5.30pm Monday to Friday inclusive, excluding all public bank holidays, unless otherwise specified in the Support Schedule/Contract.
“Services” means the collective components of the service to be supplied under this Agreement as specified in the Contract.
“Support” means an on-going support contract under which enablesIT supplies system support.
“Writing” includes registered mail, facsimile transmission, electronic mail and comparable means of communication.
1. ORDERS AND SPECIFICATIONS
1.1. The Customer shall purchase the Goods and/or Services in accordance with the Proposal or Quote and subject to these Conditions, which shall govern the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
1.2. No variation to these Conditions shall be binding unless a Change Order is agreed between the authorised representatives of the Customer and enablesIT.
1.3. Any typographical, clerical or other error or omission in any sales literature, price list, Quote, the Contract, invoice or other document or information issued by enablesIT shall be subject to correction without any liability on the part of enablesIT. No Order submitted by the Customer shall be deemed to be accepted by enablesIT unless and until confirmed by a signed
Quote and/or a formal Purchase Order from enablesIT’s authorised representative.
1.4. The quantity, quality and description of and any specification for the Goods and/or Services shall be those set out in the Contract and Quote.
1.5. The Customer shall at its own expense supply enablesIT with all necessary data and other information to enable performance of the Contract and the Customer shall ensure the accuracy of all data and information supplied.
1.6 In the event that there is a discrepancy between these Conditions and the Contract, the Contract shall prevail.
2.1. EnablesIT shall provide the Customer with the Services specified in the Contract in all material respects.
2.2. The Services will be provided using reasonable care and skill.
2.3. Hosted and Managed Services:
2.3.1. EnablesIT will use its best endeavours to ensure Services are provided on a constant, uninterrupted basis.
2.4. Support Services:
2.4.1. EnablesIT will provide the services for Products or Product releases currently supported by the Product originator. EnablesIT can offer Support for other releases (earlier or Beta) only on a reasonable endeavours basis.
2.4.2. Where equipment hardware maintenance has been purchased by the Customer and forms part of this Agreement, the following applies:
126.96.36.199. any replacement parts will become the property of the Customer upon payment and all faulty parts will become the property of enablesIT. Only standard parts of equal quality and compatible revision level to those replaced shall be used by enablesIT to effect repairs.
188.8.131.52. EnablesIT reserves the right to supply new, second hand or reconditioned replacement parts in the performance of the Services.
184.108.40.206. EnablesIT does not warrant that the Services will cause the Equipment to operate without interruption or error.
2.4.3. Pre Paid Days have must be scheduled within 12 months of the Order date.
2.5. All licences supplied by enablesIT are subject to a minimum term of 12 months.
2.6. Any services supplied through a third party will be subject to that provider’s terms and conditions.
2.7. Goods and Services:
Terms and Conditions
2.7.1. Any dates quoted for delivery of the Goods and/or Services are approximate only and enablesIT shall not be liable for any Delay in delivery of the Goods and/or Services however caused. Time for delivery shall not be of the essence of the Contract. The Goods may be delivered by enablesIT in advance of the quoted delivery date upon giving reasonable notice to the Customer.
2.7.2. Where the Goods and/or Services are to be delivered in instalments, each delivery shall constitute a separate contract and failure by enablesIT to deliver any one or more of the instalments in accordance with these Conditions or any claim in accordance with these Conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated.
2.7.3. If the Customer fails to take delivery of the Goods on the agreed dates, or fails to give enablesIT adequate delivery instructions or fails to make necessary arrangements for accepting delivery at the time stated for delivery (otherwise than by reason of any cause beyond the Customer’s reasonable control or by reason of enablesIT’s fault) then, without prejudice to any other right or remedy available to enablesIT, enablesIT may store the Goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage and other expenses incurred and time expended.
2.7.4. Failure by the Customer to pay for part delivery of Goods and/or Services when payment is due shall entitle enablesIT to withhold further delivery of Goods and/or Services.
2.7.5. EnablesIT reserves the right to refuse to take delivery of Goods returned by the Customer if the Customer has not first obtained a Goods Return Number and such number is not displayed on the packaging of the Goods returned.
2.7.6. EnablesIT shall be entitled to levy a 2% handling charge on Goods returned if ordered in error or are no longer required by the Customer for whatever reason.
2.7.7. In the event that enablesIT collects Goods from the Customer, for example for a trade in, then the Customer shall be responsible for:
220.127.116.11. decommissioning the Goods including deleting any data, advising enablesIT of any potential security risks and;
18.104.22.168. packing the Goods in suitable containers and;
22.214.171.124. making all the Goods available for collection within a pre agreed time.
2.7.8. Where the Customer fails to perform any items in clause then enablesIT may charge reasonable costs providing this service.
2.7.9. Risk of damage to or loss of the Goods shall pass to the Customer:
126.96.36.199. in the case of Goods to be delivered at enablesIT’s premises, at the time when enablesIT notifies the Customer that the Goods are available for collection or;
188.8.131.52. in the case of Goods to be delivered otherwise than at enablesIT’s premises, at the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when enablesIT has tendered delivery of the Goods.
2.7.10. Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Customer until enablesIT has received in cash or cleared funds payment in full of the price of the Goods and all other goods or services agreed to be sold by enablesIT to the Customer for which payment is then due.
2.7.11. Until such time as the property in the Goods passes to the Customer, the Customer shall hold the Goods as enablesIT’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as enablesIT’s property, but the Customer shall be entitled to use the Goods in the ordinary course of its business.
2.7.12. Until such time as the property in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold), enablesIT shall be entitled at any time to require the Customer to deliver up the Goods to enablesIT and, if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods and in doing so enablesIT shall have no liability to the Customer or any third party for loss of data, software or other information belonging to enablesIT or a third party.
2.7.13. The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of enablesIT, but if the Customer does so all moneys owing by the Customer to enablesIT shall (without prejudice to any other right or remedy of enablesIT) forthwith become due and payable.
3. CANCELLATION OR CHANGE TO ORDERS
3.1. No Order which has been accepted by enablesIT may be cancelled by the Customer except with the agreement in Writing from enablesIT and on terms that the Customer shall indemnify enablesIT in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by enablesIT as a result of cancellation.
3.2. In the event that the Customer wishes to amend or cancel any confirmed scheduled Service date within 14 days of the scheduled date then the Customer shall be liable to an amendment charge at the current scale of charges per day amended or cancelled effected. This will be reduced, at the discretion of enables IT, where enablesIT can utilise the engineer(s) on alternative equivalent chargeable work with another customer.
3.3. EnablesIT shall have the right to make any changes to the Goods or Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Goods or Services, and enablesIT shall notify the Customer in any such event.
4. EXCLUSIONS AND ADDITIONAL FEES
4.1. EnablesIT shall be entitled to additional fees at its then current rates in the following circumstances:
4.1.1. Where services are required by the Customer which are not included within the Services to be provided under the Agreement, and as specifically detailed in the relevant Contract, and/or where additional technical resource above and beyond the standard remote hands or agreed resource is required;
4.1.2. Where resolution of an underlying problem may require additional service which may fall outside of this Agreement and/or;
4.1.3. In the event that the Customer requires the Services to be carried out outside agreed Service Hours above and/or;
4.1.4. Where, in enablesIT’s sole opinion, more than a reasonable level of Service is being provided to the Customer as a result of untrained personnel operating the Product and/or;
4.1.5. Providing Services where in the opinion of enablesIT the Customer has not complied with technical or environmental installation conditions as specified by the Product manufacturer or enablesIT and/or;
4.1.6. Providing Services in respect of Products which can no longer be maintained in good working order and/or;
4.1.7. Providing Services where in the reasonable opinion of enablesIT they are impractical to perform due to alterations in the locations of the Product specified attached or connected to any other device or equipment not approved in writing by enablesIT prior to such connection and/or;
4.1.8. Providing Services required as a direct or indirect result of damage caused by accident, disaster (which shall include but not be limited to fire, flood, water, wind and lightning) transportation, neglect, nuisance, electrical current or voltage fluctuations and/or;
4.1.9. Providing Services required as a result of radiation affecting the hardware or software attached or unauthorised attempts to repair, upgrade, maintain, relocate or modify the Products or equipment and/or;
4.1.10. Diagnosis and/or rectification of problems not associated with the Products as specified in the Agreement and/or;
4.1.11. Providing Services for Products that are outside the manufacturer’s life cycle will be provided on a reasonable endeavour basis and/or;
4.1.12. Hardware or software configuration changes, upgrades, repairs or modifications made or attempted by the Customer not notified or agreed with enablesIT and/or;
4.1.13. Any changes or modifications to Equipment resulting from technical or regulatory changes by Telco’s, relevant Authorities or regulatory bodies and/or;
4.1.14. Services, labour or materials associated with the relocation of any equipment or labour and travelling expenses resulting from requests of the Customer for Service when the Equipment is subsequently found to be operating correctly and/or appears to be inoperative owing to incorrect or failure of circuits and or services provided by a Telco, or failure of other host equipment or failure of other devices directly or indirectly connected to the Equipment and/or;
4.1.15. If the Customer requests the Services to be provided without good reason.
4.2. Where on site escalation is required expenses will be charged separately and travel time will be invoiced at the then current enablesIT standard rate per hour unless otherwise agreed or where Pre Paid Days have been purchased the time will be taken from them.
4.3. EnablesIT reserve the right to charge excessive users of the Services an additional contribution prior to Support being provided.
4.4. The Customer shall provide all such information as enables IT shall consider necessary to enable enablesIT to carry out its obligations under the Agreement. If and to the extent that enablesIT shall be delayed in the performance of such obligations by the failure of the Customer to provide such information and/or access as aforementioned, then enablesIT shall be entitled to recover from the Customer any additional costs that enablesIT may incur by reason of such delay or at enablesIT’s sole discretion to terminate this Agreement.
5. CHARGES AND PAYMENT
5.1. The price of the Goods and/or Services shall be enablesIT’s quoted price and confirmed on the Quote or Proposal. All prices quoted are valid for 14 days only, unless stated differently in the Quote or Proposal.
5.2. Where enablesIT has agreed a fixed price and provision date for Services then such price will remain fixed until that provision date. However, any change in delivery dates, quantities or specifications for the Goods and/or Services which is requested by the Customer, or any Delay caused by any instructions of the Customer or failure of the Customer to give enablesIT adequate information or instructions may result in further charges.
5.3. EnablesIT reserves the right, by giving notice to the Customer at any time before delivery or before or during provision of the Services, to increase the price of the Goods and/or Services to reflect any increase in the cost to enablesIT which is due to any factor beyond the control of enablesIT and/or which is due to a significant change in the Customer’s environment which impacts the Services to be provided.
5.4. Goods and Support will be invoiced upon receipt of Order.
5.5. All resource fees will be invoiced on completion or on a work done basis up to the end of the calendar month, whichever is the earlier.
5.6. In the instance where there has been a Delay of more than one month that is not caused by enablesIT, resulting in enablesIT not being able to perform further Services then enablesIT may invoice for work completed to date.
5.7. The Customer shall pay the price of all subsequent invoices within 14 days of the date of the invoice in full.
5.8. If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to enablesIT, enablesIT shall be entitled to:
5.8.1. cancel the Contract or suspend any Services to the Customer and/or;
5.8.2. appropriate any payment made by the Customer to such for Services (or the Goods supplied under any other contract between the Customer and enablesIT) as enablesIT may think fit (notwithstanding any purported appropriation by the Customer) and/or;
5.8.3. charge the Customer interest (both before and after any judgement) on the amount unpaid, at the rate of 8 per cent per month until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
5.9. All charges payable hereunder are exclusive of Value Added Tax, which shall be invoiced to and paid by the Customer at the rate and in the manner for the time being prescribed by English Law.
5.10. For all services and product provided by enablesIT outside the UK the customer shall be liable for any import taxes applied.
5.11. Support for Additional Products may be added to this Agreement provided such Products are acceptable to enablesIT. Any Additional Charges for any additions will be added on a pro rata basis of the term of the Contract.
6. DURATION AND RENEWAL OF SERVICES CONTRACTS
6.1. This Agreement shall commence on the Commencement Date specified in the Contract and shall continue for the Initial Period and thereafter shall continue on a rolling monthly contract, subject to a 15% uplift to Service Fees, unless a new Agreement is agreed by both parties or unless and until either party serves written notice on the other party to terminate the Agreement.
7.1. Either party may terminate the Services Agreement if it provides a minimum of ninety days (90 days) notice expiring on or after the Initial Period. during which time neither party may terminate these Conditions. If either party wishes to terminate these Conditions at the end of the Initial Period, that party will provide at least ninety (90) days’ written notice to the other party of its intention to terminate these Conditions at the end of the Initial Term. Following expiry of the Initial Term, unless notice is given as stipulated above, these Conditions will rollover for subsequent 12 month periods, unless and until either party provides at least ninety (90) days’ written notice to end these Conditions at the expiry of a 12-month period only.
7.2. Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving notice to the other party if the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in Writing of the breach.
7.3. EnablesIT shall be entitled to terminate the agreement with the Customer forthwith by notice in writing without prejudice to any of its other rights in the following circumstances:
7.3.1. if the Customer (whether under this or any other agreement between the Customer and enablesIT) is overdue with any payment, commits any breach of Contract which is incapable of remedy or which if the same be capable of remedy it fails to remedy within 14 days of enablesIT’s written notice or do so or;
7.3.2. if any distress or execution shall be levied on the Customer’s assets or if the Customer shall make an offer to make arrangement or composition with creditors or commit an act of bankruptcy or if any petition or receiving order in bankruptcy or administration order shall be presented or made against the Customer or if the Customer is a limited company and any resolution or petition to wind-up the same (other than for the purpose of reconstruction or amalgamation of a solvent company) shall be passed or an administration order made or if a receiver or administrator or administrative receiver be appointed over the Customer’s assets and undertakings or any park thereof or if serious doubts arise as to the solvency of the Customer.
7.4. EnablesIT shall, without prejudice to its right to terminate, be entitled to suspend further provision of the Services if any of the events mentioned in paragraph 7.1 or 7.3 of the Condition occur.
7.5. Notwithstanding any termination or suspension in accordance with these Conditions (whether under this Condition or otherwise) the Customer shall pay to enablesIT all fees which fell due for payment prior to termination or suspension in full without refund including sums for Services already provided to the date of such termination or suspension in addition the Customer shall indemnify enablesIT against any resulting loss, damage or expense incurred by enablesIT. Forthwith by either party if the other convenes a meeting of its creditors or if a proposal shall be made for a voluntary arrangement within part 1 of the Insolvency Act 1986 or a proposal for any other composite scheme or arrangement with (or assignment for the benefit of) its creditors or if the other shall be unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or if a trustee, receiver, administrative receiver, administrator or similar officer is appointed in respect of all or any part of the business or assets of the other party or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the or any other rights or remedies a party may be entitled to hereunder or at law and shall not affect any accrued rights or hereof which is expressly or by implication intended to come into or continue in force on or after such termination.
7.6. On termination of the Contract for any reason the Customer shall return any Goods which have not been paid for. If the Customer fails to do so, then enablesIT may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safekeeping.
7.7. Any notice request, instruction or other document to be given by either party shall be in Writing and any such notice or other document shall be deemed to have been served (if delivered) at the time of delivery (if sent by post) upon the expiration of 48 hours after posting and (if sent by facsimile) upon the expiration of 12 hours after despatch.
9. CUSTOMER OBLIGATIONS
9.1. The Customer undertakes to enablesIT throughout the term of this agreement to procure/provide where applicable to the Services or Additional Services:
9.1.1. Such access to the place of use as enablesIT shall reasonably require discharging its Services.
9.1.2. At the place of use, such facilities as enablesIT shall reasonably require to discharge its operations (including without limitation adequate workspace, telephone access and office furniture and equipment).
9.1.3. All reasonable precautions to protect the Health & Safety of enablesIT’s employees, agents and sub-contractors while on site.
9.1.4. The equipment and supply of all documentation and other information necessary for enablesIT to diagnose any fault in the Product.
9.2. In respect of Equipment, the Customer shall:
9.2.1. be responsible for the general care of the Equipment, ensuring it is maintained, operated and transported in accordance with the manufacturer’s specifications, manuals or documentation.
9.2.2. not permit the Equipment to be used or operated by other than properly qualified operators employed by or under the Customer’s control.
9.2.3. respond to enablesIT’s requests to aid remote resolution of the problem, such as a detailed explanation, provision of information such as log/configuration files, apply software patches or upgrades, make recommended configuration changes and allowing remote access, where agreed.
9.2.4. provide enablesIT with access to appropriate knowledgeable employees and to all documentation, diagnostics programmes, operating systems, utilities and application programmes necessary to enable correct diagnosis and resolve reported problems.
9.3. In respect of Managed or Hosted Service the Customer shall:
9.3.1. ensure that it has all necessary consents, permissions and licences to make use of the Services including without limit registration to the Data Protection Act 2018 and compliance to GDPR and any applicable licence requirements under the Communications Act 2003;
9.3.2. immediately notify enablesIT if it becomes aware of any unauthorised use of all or any of the Services;
9.3.3. not use the Services or allow them to be used for the publication, linking to, issue or display of any material which in the absolute discretion of enablesIT may harm enablesIT or any of its Customers or bring enablesIT into disrepute or may call into question any action taken by enablesIT on the Customer’s behalf;
9.3.4. ensure that all material on any web site operated by the Customer from time to time or communicated through such site is checked for viruses and other harmful code;
9.3.5. ensure that all passwords are at all times kept confidential, used properly and not disclosed to unauthorised people and if the Customer has any reason to believe that any password has become known to someone not authorised to use it or if any password is being or is likely to be used in an unauthorised way or of any other breach of security then the Customer shall inform enablesIT immediately;
9.3.6. not use the Services in any way that leads to a risk of or causes an excessive load on the network provided by enablesIT in connection with the Services;
9.3.7. comply fully with enablesIT’s AUP as detailed in Clause 8;
9.3.8. upon third party requests, allow enablesIT access to the Customer’s data to check for any infringements of the Customer’s obligations under this Agreement, and, when the situation necessitates, to remove or disable any such infringements from time to time.
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Terms and Conditions
9.4. The Customer will be liable for maintaining, acquiring and providing the appropriate licensing agreements for all software installed by the Customer. The Customer will be required to provide valid software licensing upon request. EnablesIT may cease Service for any non-licensed software at any time.
9.5. The Customer acknowledges and accepts that to allow enablesIT to properly provide the Services it must co-operate with enablesIT as required by enablesIT.
9.6. The Customer acknowledges that in order to make proper use of the Services it should have a basic knowledge of how the Internet functions and what types of use are and are not acceptable.
9.7. Where Services have been rendered or costs incurred as a result of a breach of any of the foregoing, enablesIT reserves the right to render reasonable charges for the same.
9.8. The Customer agrees that enablesIT may publish details of services, together with the Customer’s name and agreed logo, in marketing collateral in our sole discretion. However, we will never edit a testimonial in such a way as to create a misleading impression of the Customer’s views or publish Confidential Information.
10. LIMITATION OF LIABILITY
10.1. In respect of Goods not manufactured by enablesIT or Services delivered by a third party company, the Customer shall only be entitled to the benefit of any warranty or guarantee as is given by the manufacturer to enablesIT. Where the Customer has purchased Goods only i.e. not as part of a project then the risk of the Goods not performing to the Customer’s requirements lies with the Customer and any claim must be taken up by the Customer with the manufacturer directly.
10.2. Nothing in these Conditions shall limit of exclude enablesIT’s liability for:
10.2.1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
10.2.2. fraud or fraudulent misrepresentation; or breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
10.3. Subject to clause b:
10.3.1. enablesIT shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
10.3.2. the total liability of enablesIT to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £5m.
10.4. The terms implied by the sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
10.5. This clause 10 shall survive termination of the Contract.
11.1. Each of the parties undertakes to the other to keep confidential all information (written or oral) concerning the business and affairs of the other that it shall have obtained or received as a result of the discussions leading up to or entering into of this agreement save that which is:
11.1.1. Already in possession other than as a result of a breach of this clause;
11.1.2. In the public domain other than as a result of a breach of this clause.
11.2. Each of the parties undertakes to the other to take all such steps as shall from time to time be necessary to ensure compliance with the provisions of paragraph 11.1 by its employees, agents or sub-contractors.
12. FORCE MAJEURE
12.1. Neither party shall be liable for any breach of its obligations resulting from causes beyond its reasonable control including but not limited to fire, strikes (of its own or other employees), insurrection or riots, embargoes, container shortages, wrecks or delays in transportation, inability to obtain supplies and raw materials requirements or regulations of any civil or military authority (an “Event or Force Majeure”).
12.2. Each of the parties agrees to give notice forthwith to the other upon becoming aware of an Event of Force Majeure such notice to contain details of circumstances giving rise to the Event of Force Majeure.
12.3. If a default due to an Event of Force Majeure shall continue for more than four weeks, then the party not in default shall be entitled to terminate this Agreement. Neither party shall have any liability to the other in respect of the termination of this agreement as a result of an Event of Force Majeure.
13. INTELLECTUAL PROPERTY RIGHTS AND LICENCES
13.1. All intellectual property rights whatsoever in updates and Beta releases and the Copyright of whatsoever nature therein, are and shall remain the property of enablesIT or the originator of the Product (as the case may be).
13.2. Any software fixes generated by enablesIT for any Product covered by this Agreement shall become the property of enablesIT, subject only to the right of the Customer to use the fixes for the purpose of utilising the Services.
13.3 In the event that enablesIT uses its own intellectual property rights to deliver the Services to the Customer, enablesIT provides the Customer a non-exclusive, non-transferable, royalty-free licence to use enablesIT’s intellectual property only for the purpose of utilising the Services, such licence to automatically expire upon termination of the Agreement.
14.1. The Customer agrees that it shall make no alteration or modification to any software or hardware which is administered by enablesIT and is covered by the Agreement without prior written approval of enablesIT. Any unauthorised alterations or modifications will entitle enablesIT to terminate the Agreement forthwith.
15.1. The waiver by either party of a breach or default of any of the provisions of this agreement by the other shall not be construed as a waiver of any succeeding breach of the same or other provisions, nor shall any delay or omission on the part of either party to exercise or avail itself of any right power or privilege that it has or may have hereunder operate as a waiver or any breach of default by the other party.
16. INVALIDITY AND SEVERABILITY
16.1. If any provision of this agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision, which achieves to the greatest extent possible the economic legal and commercial objectives of the invalid or unenforceable provision.
17.1. This agreement shall be binding upon and ensure for the benefit of the successors in title of the parties.
18.1. The Customer shall not (but enablesIT shall be entitled to) assign transfer or sub-licence all or any part of the Agreement or its rights and obligations there under.
19.1. This Agreement shall be governed by and construed in accordance with English Law and the parties hereto agree to submit to exclusive jurisdiction of the English Courts.
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