Definitions & Interpretation 

Please contact ResiCentral to review definitions & Interpretations. 

1. Warranty Period 

1.2 In these conditions, unless the context otherwise requires:

1.1.1 a reference to the Contract includes these Conditions, the Order, and their respective schedules,appendices and annexes (if any);

1.1.2any clause, schedule or other headings in these Conditions are included for convenience only and shall have no effect on the interpretation of these Conditions;1

1.3 a reference to a ‘party’ means either the ResiCentral or the Customer and includes that party’s personal representatives, successors and permitted assigns;

1.1.4a reference to a ‘person’ includes a natural person,corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;

1.1.5reference to a ‘company’ includes any company,corporation or other body corporate, wherever and however incorporated or established;

1.1.6 a reference to a gender includes each other gender;

1.1.7 words in the singular include the plural and vice versa;

1.1.8 any words that follow ‘include’, ‘includes’,‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word,phrase, term, definition or description preceding those words;1.

1.9 a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form;

1.1.10 a reference to legislation is a reference to thatlegislation as amended, extended, re-enacted orconsolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase oralter the liability of a party under the Contract; 

1.1.11 a reference to legislation includes all made from time to time under that legislation; and

1.1.12 a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.

2. Application of these conditions

2.1 These conditions apply to and form part of the Contract between ResiCentral and the Customer. They supersede any previously issues terms and conditions of purchase or supply;

2.2 No terms or conditions endorsed on, delivered with, or contained in the Customer's purchase conditions, order, confirmation of order, specification of other document shall form part of the Contract except to the extent that ResiCentral otherwise agrees in writing and signed off by no less than two Directors;

2.3 No variation of the terms and conditions or to an Order or to the Contract, shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of each of the Customer and ResiCentral retrospectively and signed by a minimum of two Directors or each respective party, where either party has just one Director then by that Director acting with sole discretion;

2.4 Each Order by the Customer to ResiCentral shall be an offer to purchase the Deliverables subject to the Contract including in these Conditions;

2.5 The Offer constituted by an Order shall remain in effect and capable of being accepted by ResiCentral for ninety Business Days from the date on which the Customer submitted the Order after which time is shall automatically lapse and be withdrawn. 

2.6 ResiCentral may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Deliverables shall arise, until the earlier of: 

      2.6.1 ResiCentral's written acceptance of the Order; or 

      2.6.2 ResiCentral delivering or performing the Deliverables or notifying the Customer that they are ready to be delivered or performed.

2.7 Rejection by ResiCentral of an order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Customer. 

2.8 ResiCentral may issue quotations to the Customer from time to time. Quotations are invitations to treat only. They are not an offer to supply Deliverables and are incapable of being accepted by the Customer. 

2.9 Marketing and other promotional material relating to the Deliverables are illustrative only and do not form part of the Contract. 

3. Price 

3.1 The price for the Deliverables shall be set out in the Order or, where no such provision is set out, shall be calculated in accordance with ResiCentral scale of charges in force from time to time (the Price) 

3.2 The prices are exclusive of: 

      3.2.1 packaging, delivery, insurance, shipping carriage, and all other related charges to taxes which shall be charged in addition at ResiCentral's ~

              standard rates, and 

      3.2.2. VAT. 

3.3 The Customer shall pay any applicable VAT to ResiCentral on receipt of a valid VAT invoice. 

3.4 ResiCentral may increase the Prices at any time by giving the Customer no less than thirty days' notice in writing provided that the increase does not exceed five percent (5%) of the Prices in effect immediately prior to the increase. 

3.5 Notwithstanding clause 3.4, ResiCentral may increase the prices with immediate effect by written notice to the Customer where there is an increase to the direct cost to ResiCentral of supplying the relevant Deliverables which is due to any factor beyond the control of ResiCentral. 

4. Payment

4.1 ResiCentral shall invoice the Customer for the Deliverables, partially or in full and in accordance with the payment schedule and agreed stage payments, at any time following Acceptance of an Order. 

4.2 The Customer shall pay all invoices:

      4.2.1 in full without deduction or set-off, in cleared funds within thirty 30 days of the receipt by the Customer of each invoice.

      4.2.2 to the bank account nominated by ResiCentral. 

4.3 Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the due date: 

       4.3.1 ResiCentral may, without limiting its other rights, charge interest on such sums at 4% a year above the base rate of Virgin Bank and/or our

                Bank from time to time as from time to time in force, and 

       4.3.2 interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after                   judgement. 

       4.3.3. suspension of services for a time if payment is not made or until payment is made.

5. Credit Limit 

5.1 ResiCentral may set and vary credit limits from time to time and withhold all further supplies if the Customer exceeds such credit limit. Such credit limit will be at the sole discretion of ResiCentral and strictly subject to satisfactory credit references on the part of the Customer. 

6. Delivery and Performance

6.1 The Goods shall be delivered by ResiCentral, or its nominated carrier, to the Location on the date(s)specified in the Order

6.2 The Services shall be performed by ResiCentral at the Location on the date(s) agreed in writing by the respective representatives nominated by the parties. 

6.3 The Services shall be deemed delivered by ResiCentral only on completion of the Performance of the Services at the Location. 

6.4 The Customer shall not be entitles to reject a Delivery of the Goods on the basis that an incorrect volume of the Goods has been supplied. 

6.5 ResiCentral may deliver the Goods or perform the Services in instalments. Any delay or defect in an installment shall not entitle the Customer to cancel any other installment. 

6.6 Each Delivery or performance of the Deliverables shall be: 

       6.6.1 to the Delivery Address; 

       6.6.2 deemed delivered upon placing at the Delivery Address where a Customer's signature is not obtained and the parties acknowledge that                  photographic evidence of the Goods being placed at the Delivery Address will be sufficient proof of delivery. 

       6.6.3 shall be accompanied by a delivery note where appropriate, confirming the date of the Order and:

       6.6.4 - 6.7.3.1 if Goods, the product numbers and type and quantity of Goods in the consignment;

       6.6.5 - 6.7.3.2 if Services, the category, type and quantity of Services performed;

       6.6.6 - 6.7.3.3 any special instructions, handling and other requests; and 

       6.6.7 - 6.7.3.4 in the case of Goods, whether any packaging material is to be returned, in which case the Customer shall, after the Goods are                    unpacked, make them available for collection by ResiCentral's expense. 

6.7 ResiCentral shall use it's reasonable endeavours to meet estimated dates for delivery and performance, but any such dates are indicative only. 

6.8 ResiCentral shall not be liable for any delay in or failure of performance caused by: 

       6.8.1 the Customer's failure to make the Location available;

       6.8.2 the Customer's failure to prepare the Location in accordance with ResiCentral's instructions; 

       6.8.3 the Customer's failure to provide ResiCentral with adequate instructions for performance or Delivery;

       6.8.4 Force Majeure. 

6.9 If the Customer fails to accept the delivery of the Goods, ResiCentral shall store and insure the Goods pending delivery, and the Customer shall pay all Costs and expenses incurred by ResiCentral in doing so. 

6.10 if twenty eight (28) Business Days following the due date for Delivery or collection of the Goods, the Customer has not taken Delivery of or collected them, ResiCentral may resell or otherwise dispose of the Goods without any obligation or liability to the Customer, except as provided for in clauses 6.10.1 and 6.10.2 then ResiCentral shall: 

       6.10.1 deduct all reasonable storage charges of cost and resale; and 

       6.10.2 account to the Customer for any excess of the resale price over, or invoice the Customer for any shortfall of the resale price below, the Price

                  paid by the Customer for the Goods.

       6.10.3 where Goods are subject to devalue, the Customer agrees and accepts that they are liable for the full extent of that devalue and that it will                   pay upon demand the full devalue fee to ResiCentral. 

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7. Risk 

7.1 Risk in the Goods shall pass to the Customer on delivery. 

8. Title 

8.1 Title to the Goods shall pass to the Customer once ResiCentral has received payment in full and cleared funds for the Goods. In the case of Leased Goods, title in those is and remains with ResiCentral. 

8.2 Until title to the Goods has passed to the Customer, the Customer shall: 

       8.2.1 hold the Goods as bailee for ResiCentral;

       8.2.2 store the Goods separately from all other material in the Customer's possession; 

       8.2.3 take all reasonable care of the Goods and keep them in the condition which they were delivered; 

       8.2.4 insure the Goods from date of Delivery, (i) with a reputable insurer (ii) against all risks (iii) for an amount at least equal to their price (iv) noting                  ResiCentral's interest on the policy; 

       8.2.5 ensure that the Goods are clearly identifiable as belonging to ResiCentral;

       8.2.6 not remove or alter any mark on or packaging of the Goods; 

       8.2.7 inform ResiCentral immediately if it becomes subject to any of the events or circumstances set out in clause 18.1.1.1 to 18.1.4 or 18.2.1 to                  18.2.14; and

       8.2.8 on reasonable notice permit ResiCentral to inspect the Goods at a time agreed between the Parties and provide ResiCentral with such                  information concerning the Goods as ResiCentral may request from time to time. 

8.3 Notwithstanding clause 8.2, the Customer may use or resell the Goods in the ordinary course of it's business until such time it becomes aware or ought reasonably to have become aware that an event specified in clauses 17.2.1 to 17.2.14 has occurred or is likely to occur.

8.4 If the Customer resells the Goods in accordance with clause 8.3, title to the Goods shall pass to the Customer immediately prior to the resale.

8.5 If, at any time before title to the Goods has passed to the Customer, the Customer informs ResiCentral, or ResiCentral reasonably believes, that the Customer has or is likely to become subject to any of the events specified in clauses 18.1.1. to 18.1.4 or 18.2.1 to 18.2.14, ResiCentral may: 

       8.5.1 require the Customer to redeliver the Goods to ResiCentral; and 

       8.5.2 if the Customer fails to do so promptly, enter any premises (at ResiCentral's earliest convenience) where Goods are stored and repossess                  them.

9. Warranty 

9.1 ResiCentral warrants that, for a period of twelve months from dispatch or configuration or from the date of purchase by ResiCentral (were provided by third-party suppliers)  (the Warranty Period), the Deliverables shall: 

       9.1.1 conform in all material respects to any sample, their description and to the Specification;

       9.1.2 be free from material defects in design, material and workmanship;

       9.1.3 if Goods, be of satisfactory quality within the meaning of the the Sales of Goods Act 1979; and 

       9.1.4 if Services, be supplied with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982, Part 2, s 13; and 

       9.1.5 any media on which the results of the Services are supplied shall be free from defects in material and workmanship and of satisfactory                 quality within the meaning of the Sale of Goods Act 1979, where the media is provided by third parties, ResiCentral warrants that it will                 obtain a warranty from those third-party suppliers on similar terms. 

9.2 The Customer warrants that it has provided ResiCentral with all relevant, full and accurate information as to the Customer's business and needs. 

9.3 As the Customer's sole and exclusive remedy, ResiCentral shall, at it's option, correct, repair, remedy, re-perform or refund the Deliverables that do not comply with clause 9, provided that the Customer: 

       9.3.1 serves a written notice on ResiCentral no later than five Business Days from delivery or performance in the case of defects discoverable by a                physical inspection, or within a reasonable period of time from delivery or performance in the case of latent defects;

       9.3.2 such notice specifies that some of all of the Deliverables do not comply with Clause 9.1 and identifying in sufficient detail for the nature and                 extents of the defects; and 

       9.3.3 gives ResiCentral a reasonable opportunity to examine the claim of the defective Deliverables. 

9.4 The provisions of these Conditions shall apply to any Deliverables that are corrected, repaired, remedied or re-performed for the duration of this warranty or for 90 days, whichever is greater. 

9.5 ResiCentral shall not be liable for any failure of the Goods to comply with clause 9.1: 

       9.5.1 where such failure arises by reason of wear and tear, wilful damage, negligence, or could be expected to arise in the normal course of use of                 the Goods;

       9.5.2 to the extent caused by the Customer's failure to comply with ResiCentral's instructions in relation to the Goods, including any instructions                  on installation, operation, storage or maintenance; 

       9.5.3 to the extent caused by ResiCentral following any specification, instruction, or requirement of or given by the Customer in relation to the                 Goods; 

       9.5.4 where the Customer modifies any Goods or permits a third-party to modify any Goods without ResiCentral's prior written consent or,                  having received such consent, not in accordance with ResiCentral's instructions; or

       9.5.5 where the Customer makes payment either on the due date or when demanded, in which case ResiCentral shall be entitled to cancel the                 warranty and shall have no further liability to the Customer in respect of it's performance under it. 

9.6 Except as set out in the Clause 9: 

       9.6.1 ResiCentral gives no warranty and makes no representations in relation to the Deliverables; and 

       9.6.2 shall have no liability for their failure to comply with the warranty in clause 9.1, and all warranties and conditions (including the conditions                  implied by ss 12-16 of the Supply of Goods and Services Act 1982 and ss 13-15 of the Sale of Goods Act 1979), whether express or implied by                  statute, common law or otherwise are excluded to the extent permitted. 

10. Anti-bribery 

10.1 For the purposes of this clause 10 the expressions 'adequate procedures' and 'associated with' shall be construed in accordance with the Bribery Act 2010 and legislation of guidance or published under it. 

10.2 Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that: 

       10.2.1 all of that party's personnel; 

       10.2.2 all others associated with that party; and 

       10.2.3 all of that party's subcontractors;

                  involved in performing the Contract so comply. 

10.3 Without limitation to clause 10.2, neither party shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere, and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf. 

10.4 The Customer shall immediately notify ResiCentral as soon as it becomes aware of a breach or possible breach by the Customer of any of the requirements in this Clause 10. 

10.5 Any breach of this clause 10 by the Customer shall be deemed a material breach of the Contract that is not remediable and shall entitle ResiCentral to immediately terminate the Contract by notice under clause 18.1.1.

11. Anti Slavery

11.1 ResiCentral comply with the Modern Slavery Act 2015 and the Modern Slavery Policy. 

11.2 The Customer undertakes, warrants and represents that: 

       11.2.1 it shall comply with the Modern Slavery Act 2015 and the Modern Slavery Policy;

       11.2.2 it has implemented due diligence procedures to ensure compliance with the Modern Slavery Act 2015 and the Modern Slavery Policy in it's                  business and supply chain, and those of it's officers, employees, agents or sub-contractors, which will be made available to ResiCentral on                  request at any time throughout the Contract.;

       11.2.3 it's responses to ResiCentral's modern slavery and human trafficking due diligence questionnaire are complete and accurate; and

11.4 The Customer shall notify ResiCentral immediately in writing if it becomes aware or has reason to believe that, or any of its officers, employees,         agents or sub-contractors have breached or potentially breached any off the Customer's obligations under Clause 11.2. Such notice to set out full         details of the circumstances concerning the breach or potential breach of the Customer's obligations. 

12. Indemnity and Insurance 

12.1 The Customer shall indemnify, and keep indemnified, ResiCentral from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by ResiCentral as a result of or in connection with the Customer's breach of any of the Customer's obligations under the Contract. 

12.2 The Customer shall have in place contracts of insurance with reputable insurers incorporated in the United Kingdom to cover it's obligations under the Contract. On request, the Customer shall supply so far as reasonable evidence of the maintenance insurance and all of its terms from time to time applicable. 

13. Limitation of liability 

13.1 The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises intort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 13.

13.2 Subject to clauses 13.5 and 13.6,  ResiCentral’s total liability shall not exceed the Price paid by the Customer under the terms of the Contract.

13.3 Subject to clauses 13.5 and 13.6,  ResiCentral shall not be liable for consequential, indirect or special losses.

13.4 Subject to clauses 13.5 and 13.6, ResiCentral shall not be liable for any of the following (whether direct or indirect):

       13.4.1 loss of profit;

       13.4.2 loss or corruption of data;

       13.4.3 loss of use;

       13.4.4 loss of production;

       13.4.5 loss of contract;

       13.4.6 loss of opportunity;

       13.4.7 loss of savings, discount or rebate (whether actual or anticipated) 

       13.4.8 harm to reputation or loss of goodwill

13.5 The limitations of liability set out in clauses 13.2 to 13.4 shall not apply in respect of any indemnities given by either party under the Contract.

13.6 Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:

       13.6.1 death or personal injury caused by negligence;

       13.6.2 fraud or fraudulent misrepresentation;

       13.6.3 any other losses which cannot be excluded or limited by Applicable Law;

       13.6.4 any losses caused by wilful misconduct.

14. Confidentiality and announcements 

14.1 The Customer shall keep confidential all Confidential Information of  ResiCentral and of any Affiliate of  ResiCentral and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:

       14.1.1 any information which was in the public domain at the date of the Contract;

       14.1.2 any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any                  related agreement;

       14.1.3 any information which is independently developed by the Customer without using information supplied by ResiCentral or by any Affiliate                  of  ResiCentral; or

       14.1.4 any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.

14.2 This clause shall remain in force in perpetuity.  

14.3 The Customer shall not make any public announcement or disclose any information regarding the Contract, except to the extent required by law or regulatory authority.

14.4 To the extent any Confidential Information is Protected Data such Confidential Information may be disclosed or used only to the extent such disclosure or use is incompliance with and does not conflict with any provisions of clause 15.

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15. Processing of personal data 

15.1 The parties agree that the Customer is a Controller and that ResiCentral is a Processor for the purposes of processing Protected Data pursuant to the Contract. The Customer shall at all times comply with all Data Protection Laws in connection with the processing of Protected Data. The Customer shall ensure all instructions given by it to ResiCentral in respect of Protected Data (including the terms of the Contract) shall at all times be in accordance with Data Protection Laws. Nothing in the Contract relieves the Customer of any responsibilities or liabilities under any Data Protection Laws.

15.2 ResiCentral shall process Protected Data in compliance with the obligations placed on it under Data Protection Laws and the terms of the Contract.

15.3 The Customer shall indemnify and keep indemnified ResiCentral against all losses, claims, damages, liabilities, fines, sanctions,interest, penalties, costs, charges, expenses, compensation paid to Data Subjects, demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a Data Protection Supervisory Authority) arising out of or in connection with any breach by the Customer of its obligations under this clause 15.

15.4 ResiCentral shall: 

       15.4.1 only process (and shall ensure ResiCentral Personnel only process) the Protected Data in accordance with the schedule and the Contract                   (including when making any transfer to which clause 15.9relates), except to the extent: 

                  (a) that alternative processing instructions are agreed between the parties in writing; or

                  (b) otherwise required by applicable law (and shall inform the Customer of that legal requirement before processing,unless applicable law                         prevents it doing so on important grounds of public interest); and

       15.4.2 without prejudice to clause 16.1,if ResiCentral believes that any instruction received by it from the Customer is likely to infringe the Data                    Protection Laws it shall be entitled to cease to provide the relevant Services until the parties have agreed appropriate amended instructions                    which are not infringing. 

15.5 Taking into account the state of technical development and the nature of processing,  ResiCentral shall implement and maintain the technical and organisational measures set out in Part C of the schedule to protect the Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access.

15.6 ResiCentral shall: 

       15.6.1 not permit any processing of Protected Data by any agent,subcontractor or other third party (except its or its Sub-Processors’ own                  employees in the course of their employment that are subject to an enforceable obligation of confidence with regards to the Protected

       15.6.2 prior to the relevant Sub-Processor carrying out any processing activities in respect of the Protected Data, appoint each Sub-Processor                    under a written contract containing materially the same obligations as under this clause 15(including those relating to sufficient                    guarantees to implement appropriate technical and organisational measures) that is enforceable by the ResiCentral and ensure each                    such Sub-Processor complies with all such obligations;

       15.6.3 remain fully liable to the Customer under the Contract for all the acts and omissions of each Sub-Processor as if they were its own; and

       15.6.4 ensure that all natural persons authorised by  ResiCentral or any Sub-Processor to process Protected Data are subject to a binding written                    contractual obligation to keep the Protected Data confidential.

15.7 The Customer authorises the appointment of the Sub-Processors listed in the schedule.

15.8 ResiCentral shall (at the Customer's cost)

       15.8.1 assist the Customer in ensuring compliance with the Customer’s obligations pursuant to Articles 32 to 36 of the GDPR (and any similar                  obligations under applicable Data Protection Laws) taking into account the nature of the processing and the information available to the                  ResiCentral; and

       15.8.2 taking into account the nature of the processing, assist the Customer (by appropriate technical and organisational measures), insofar as this                   is possible, for the fulfilment of the Customer’s obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III                   of the GDPR (and any similar obligations under applicable Data Protection Laws) in respect of any Protected Data.

15.9 ResiCentral shall not process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data in or to countries outside the United Kingdom or to any International Organisation without the prior written authorisation of the Customer.

15.10 ResiCentral shall, in accordance with Data Protection Laws, make available to the Customer such information that is in its possession or control as is necessary to demonstrate ResiCentral’s compliance with the obligations placed on it under this clause 16and to demonstrate compliance with the obligations on each party imposed by Article 28 of the GDPR (and under any equivalent Data Protection Laws equivalent to that Article 28), and allow for and contribute to audits,including inspections, by the Customer (or another auditor mandated by the Customer) for this purpose (subject to a maximum of one audit request in any 12month period under this clause 15.10).

15.11 ResiCentral shall notify the Customer without undue delay and in writing (either by letter, email or other electronic written format) on becoming aware of any Personal Data Breach in respect of any Protected Data.

15.12 On the end of the provision of the Services relating to the processing of Protected Data, at the Customer’s cost and the Customer’s option, ResiCentral shall either return all of the Protected Data to the Customer or securely dispose of the Protected Data (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires ResiCentral to store such Protected Data. This clause 15 shall survive termination or expiry of the Contract.

16. Force Majeure 

16.1 ResiCentral shall not have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from Force Majeure. If ResiCentral is subject to the Force Majeure event it shall promptly notify the Customer in writing (either by letter, email only) when such the event causes a delay or failure in performance and when it ceases to do so. If the Force Majeure event continues for a continuous period of more than thirty days, either party may terminate the Contract by written notice to the other party.

17. Termination 

17.1 ResiCentral may terminate the Contract or any other contract which it has with the Customer at any time by giving notice in writing to the Customer if:

       17.1.1 the Customer commits a material breach of the Contract and such breach is not remediable;

       17.1.2 the Customer commits a material breach of the Contract which is not remedied within 14 days of receiving written notice of such breach;

       17.1.3 the Customer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid within 14 days after                 ResiCentral has given notification that the payment is overdue; or

       17.1.4 any consent, licence or authorisation held by the Customer is revoked or modified such that the Customer is no longer able to comply with                  its obligations under the Contract or receive any benefit to which it is entitled.

        17.1.5 It’s third party suppliers are subject to an Insolvency Event which prevents ResiCentral from continuing it’s performance of the Contract,                   save that ResiCentral will use it’s reasonable endeavours to seek an the services of an alternative third party supplier in the first instance.

17.2 ResiCentral may terminate the Contract at any time by giving notice in writing to the Customer if the Customer:

       17.2.1 stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;

       17.2.2 is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if ResiCentral reasonably believes that to be                   the case; 

      17.2.3 becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;

      17.2.4 becomes subject to a moratorium under Part A1 of the Insolvency Act 1986;

       17.2.5 becomes subject to a restructuring plan under Part 26A of the Companies Act 2006;

       17.2.6 becomes subject to a scheme of arrangement under Part26 of the Companies Act 2006;

       17.2.7 has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking,assets or income;

       17.2.8 has a resolution passed for its winding up;

       17.2.9 has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or                   administration order is made against it;

       17.2.10 is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within [seven]days of that procedure                    being commenced;

       17.2.11 has a freezing order made against it;

       17.2.12 is subject to any recovery or attempted recovery of items supplied to it by a ResiCentral retaining title in those items;

       17.2.13 is subject to any events or circumstances analogous to those in clauses 17.2.1to 17.2.12in any jurisdiction; OR

       17.2.14 1takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the events or procedures described in clauses 17.2.1to 17.2.13                     including for the avoidance of doubt, but not limited to, giving notice for the convening of any meeting of creditors, issuing an application                     at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising                     any steps to be taken to enter into an insolvency process.

17.3 ResiCentral may terminate the Contract at any time by giving not less than four weeks’ Notice in writing to the Customer if the Customer undergoes a change of Control or if it is realistically anticipated that it shall undergo a change of Control within two months.

17.4 The right of  ResiCentral to terminate the Contract pursuant to clause 18.2 shall not apply to the extent that the relevant procedure is entered into for the purpose of amalgamation, reconstruction or merger (where applicable) where the amalgamated, reconstructed or merged party agrees to adhere to the Contract.

17.5 If the Customer becomes aware that any event has occurred, or circumstances exist, which may entitle ResiCentral to terminate the Contract under this clause 17,it shall immediately notify  ResiCentral in writing.

17.6 Termination or expiry of the Contract shall not affect any accrued rights and liabilities of  ResiCentral at any time up to the date of termination.

18. Notices

18.1 Any notice or other communication given by a party under these Conditions shall:

       18.1.1 be in writing and in English;

       18.1.2 be signed by, or on behalf of, the party giving it (except for notices sent by email); and

       18.1.3 be sent to the relevant party at the address set out in the Contract

18.2 Notices may be given, and are deemed received:

       18.2.1 by hand: on receipt of a signature at the time of delivery;

       18.2.2 by Royal Mail Recorded Signed For post: at 9.00 am on the second Business Day after posting; OR

       18.2.3 by email on receipt of a delivery receipt email from the correct address.

18.3 Any change to the contact details of a party as set out in the Contract shall be notified to the other party in accordance with clause 18.1and shall be effective:

       18.3.1 on the date specified in the notice as being the date of such change; or

       18.3.2 if no date is so specified, five Business Days after the notice is deemed to be received.

18.4 All references to time are to the local time at the place of deemed receipt.

18.5 This clause does not apply to notices given in legal proceedings or arbitration.

19. Cumulative Remedies

The rights and remedies provided in the Contract for  ResiCentral only are cumulative and not exclusive of any rights and remedies provided by law.

20. Time

Unless stated otherwise, time is of the essence for any date or period specified in the Contract in relation to the Customer’s obligations only.

21. Further Assurance

The Customer shall at the request of ResiCentral, and at the Customer’s own cost, do all acts and execute all documents which are necessary to give full effect to the Contract.

22. Entire Agreement

22.1 The parties agree that the Contract and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.

22.2 Each party acknowledges that it has not entered into the Contract or any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract or any documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.

22.3 Nothing in these Conditions purports to limit or exclude any liability for fraud.

23. Variation 

No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Conditions and is duly signed or executed by,or on behalf of, each party.

24. Assignment

Neither party may assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without prior written consent of the other party not to be unreasonably withheld. 

25. Set Off

25.1 ResiCentral shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Customer under the Contract or under any other contract which ResiCentral has with the Customer

26. No partnership or agency

The parties are independent persons and are not partners,principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it.None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.

27. Equitable Relief

The Customer recognises that any breach or threatened breach of the Contract may cause  ResiCentral irreparable harm for which damages may not be an adequate remedy. Accordingly,in addition to any other remedies and damages available to  ResiCentral, the Customer acknowledges and agrees that  ResiCentral is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

28. Severance 

28.1 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality,validity and enforceability of any other provision of the Contract shall not be affected.

28.2 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal,valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with the minimum such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

29. Waiver 

29.1 No failure, delay or omission by ResiCentral in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

29.2 No single or partial exercise of any right, power or remedy provided by law or under the Contract by ResiCentral shall prevent any future exercise of it or the exercise of any other right, power or remedy by ResiCentral.

29.3 A waiver of any term, provision, condition or breach of the Contract by the ResiCentral shall only be effective if given in writing and signed by  ResiCentral, and then only in the instance and for the purpose for which it is given.

30. Compliance with Law

The Customer shall comply with Applicable Law and shall maintain such licences, authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.

31. Conflicts with Contract

If there is a conflict between the terms contained in the Conditions and the terms of the Order, schedules, appendices or annexes to the Contract, the terms of the Conditions and of Part B and Part C of   the schedule shall prevail to the extent of the conflict. 

32. Costs and Expenses

The Customer shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the Contract (and any documents referred to in it).

33. Third party rights

33.1 Except as expressly provided for in clause 33.2, a person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act1999 to enforce any of the provisions of the Contract.

33.2 Any Affiliate of ResiCentral shall be entitled under the Contracts (Rights of Third Parties) Act1999 to enforce any of the provisions of the Contract. The consent of any such Affiliate is not required in order to rescind or vary the Contract or any provision of it.

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