Terms and conditions
1.1 In this Agreement the following words and expressions will have the following meanings unless the context otherwise requires: “Commencement Date”: the date on which a Contract commences, as specified in the applicable Term Sheet; “Contract”: a contract made pursuant to this Agreement whereby Tetralogic Ltd agrees to provide the Services specified in the Term Sheet applicable to that Contract; “Services”: the services specified in the relevant Term Sheet; “Special Conditions”: any special conditions applicable to the provision of particular Services as set out in the applicable Term Sheet; “Term Sheet”: an individual contract between 4tech (Tetralogic Ltd) and the Customer, pursuant to which Tetralogic Ltd may agree to provide certain specified Services to the Customer and which may set out Special Conditions applicable to the provision of such Services;
2.1 Each Contract is effective from the Commencement Date specified in the applicable Term Sheet and shall remain in force until terminated in accordance with the provisions relating to termination set out in the applicable Term Sheet.
3.1 If the Customer fails to make payment of any sum payable under any Contract when due, Tetralogic Ltd shall be entitled to charge interest (before as well as after judgement) on the outstanding amount at the rate of 4% per annum above the National Westminster Bank base rate for the time being in force from the date on which such amount became due until the date on which payment is received as cleared funds.
3.2 Reserved for future update
3.3 The Customer shall pay the Charges and any other monies due to Tetralogic Ltd under any Contract without any set-off, deduction or any other form of withholding unless otherwise required by law.
4.1 Except where otherwise expressly stipulated herein the following provisions set out Tetralogic Ltd’s entire liability (including liability for the acts and omissions of its employees, agents, and subcontractors) in respect of any delay or default in the provision of the Services and any representations statements or tortuous acts or omissions including negligence arising under or in connection therewith (an “Event of Default”).
4.2 Tetralogic Ltd will not be liable for any type of special, indirect or consequential loss including loss of profits, business, goodwill, and anticipated savings.
4.3 The Customer acknowledges and agrees that the provision of the Services is dependent on the availability of the internet and the connection of the Services to the same. Accordingly, the Services are provided on an “as-is as-available” basis and Tetralogic Ltd shall have no liability for any failure to provide the Services due to the unavailability of the internet or any such connection.
5.1 Without prejudice to any other of their rights, either party may terminate a Contract immediately by giving written notice to the other party if that other party commits a material breach of the provisions of this Agreement which is not remedied by such other party within 45 (forty-five) days of written notice specifying the breach.
5.2 For the purposes of Clause 5.1 a “material breach” on the part of Tetralogic Ltd shall only mean a failure on the part of Tetralogic Ltd to provide the Services (save where such failure is due to Force Majeure (as defined in Clause 6) or the Customer’s failure to comply with its obligations under this Agreement) for a continuous period exceeding 30 days and no other breach by Tetralogic Ltd shall constitute a material breach.
5.3 Without prejudice to any other of Tetralogic Ltd’s rights, Tetralogic Ltd shall have the right to terminate any Contract immediately by giving written notice to the Customer if the Customer has a winding up petition or petition for an administration order presented against it or passes or resolves to pass a winding up resolution (save for the purpose of amalgamation or re-construction of a solvent company) or an administrative receiver or a receiver or a receiver and manager is appointed in respect of any of its property or the Customer goes into administration.
5.4 Reserved for future update
5.5 If Tetralogic Ltd validly terminates a Contract then it shall have the right to terminate any or all other Contracts immediately by giving written notice to the Customer.
5.6 Any termination of a Contract pursuant to this clause or otherwise shall be without prejudice to any other rights or remedies Tetralogic Ltd may be entitled to under this any Contract or at law
6. Force Majeure
6.1 Neither party shall be liable to the other party for delays or failure of performance if and to the extent any such delay or failure to perform is caused by occurrences beyond that party’s reasonable control including but not limited to Acts of God, interruptions to power supplies, terrorism, strikes or other labour disturbances (“Force Majeure”).
6.2 If Tetralogic Ltd is prevented from providing the Services in respect of a Location due to Force Majeure affecting that Location, then at Tetralogic Ltd’s option the Contract in respect of that Location shall not be terminated, but shall be suspended and, when possible, transferred to an alternative Location.
7.1 No waiver by either party to enforce its rights in relation to any breach of this Agreement shall be considered as a waiver of such rights relating to any subsequent breach of the same or any other provision.
7.2 Tetralogic Ltd shall have the right to delegate, assign, pledge, charge or sub-contract its rights and obligations under this Agreement. The Customer shall not have the right to assign, sub-license, hold on trust, or in any way transfer its rights or obligations under this Agreement.
7.3 Reserved for future update
7.4 Each Contract entered into by Tetralogic Ltd and the Customer shall form a separate contract. Each Term Sheet shall set out details of the Services to be provided and may set out Special Conditions applicable to the Services to be provided pursuant to the Contract to which that Term Sheet relates. If any of the terms and conditions of a Term Sheet conflict with the terms and conditions of this Agreement then the provisions of this Agreement shall prevail except where the Special Conditions conflict with the provisions of this Agreement, in which case the Special Conditions shall prevail.
7.5 If any provision of this Agreement or any Term Sheet shall be found to be unenforceable for whatever reason but would be valid if some part thereof were deleted or the period or area of application reduced, such provision shall apply with such modification as may be necessary to make it valid and effective and the remaining provisions shall continue to bind the parties.
7.6 The laws of England shall govern the construction, validity and performance of this Agreement and the parties hereto submit to the non-exclusive jurisdiction of the English Courts.
7.7 Tetralogic Ltd will make all reasonable endeavours to avoid any increase in the prices it charges, and undertakes not to do so unless there is a substantial increase in the wholesale costs it incurs. Tetralogic Ltd further undertakes to act reasonably with regard to any such revision of pricing
8. Entire Agreement
The Customer acknowledges that in entering into each Contract it has not relied and will not be relying on any warranty, representation, undertaking or agreement other than those contained or referred to in these Terms and Conditions of sale or the applicable Contract. The Customer waives any right or remedy it may have to claim damages or rescission for any misrepresentation in respect of any representation not contained in these Terms and Conditions or the applicable Contract or for breach of any warranty not contained herein or in an applicable Contract and acknowledges that its only remedies against Tetralogic Ltd are for breach of contract. These Terms and Conditions and the Term Sheet relating to each Contract entered into constitute the entire Agreement between the parties on the subject matter hereof and shall supersede all prior written or verbal agreements and understandings between the parties.