The Small Print

General Terms and Conditions

1. INTRODUCTION

1.1 Cloud P is a trading name of Port-P Limited (registered in England and Wales with company number 2959142).

1.2 Any person interested in obtaining IT products or services from Cloud P may request a quotation and, if that quotation is acceptable, may offer to purchase those products or services by placing an order with Cloud P. If Cloud P is prepared to accept that order, it will provide an order acceptance document, the issue of which will form a legally binding agreement between Cloud P and the person placing the order (the Customer).

1.3 Cloud P provides products and services only on the basis of its standard terms and conditions. These general terms and conditions apply to the purchase of all products and services other than hosting services. A Customer wishing to purchase hosting services should refer to the hosting terms and conditions.

1.4 By placing an order, the Customer confirms that it agrees to these terms. Should the parties wish to agree any special terms, these will be set out in a separate document which will be signed by authorised representatives of both parties. No other terms will be binding on Cloud P (whether set out in the order, in the Customer’s own standard terms of procurement, or otherwise).

1.5 Whilst Cloud P prides itself on providing products and services which meet its Customer’s needs, it appreciates that the Customer will be best placed to understand its own business and requirements. The Customer therefore agrees that it will check the order carefully to ensure that all products and services to be provided are in line with its expectations and will meet any requirements which the Customer may have.

2. PURCHASE AND DELIVERY OF PRODUCTS

2.1 Where the Customer orders products from Cloud-P, Cloud-P will sell, and the Customer will buy, those products in accordance with clauses 2 to 7.

2.2 Except as provided in clause 2.3, the quantity, nature, and specification of the products will be as described in the order (or, to the extent not described in the order, as described in the quotation).

2.3 Cloud-P reserves the right to make changes to the specification of the products where those changes are required to conform with any applicable safety or other statutory requirements or where those changes will not materially affect the quality or performance of the products.

2.4 Cloud-P may provide some general guidance or advice as to the storage, application, or use of the Products. However, unless expressly stated otherwise in the quotation or order, an order for the sale of products does not include the provision of consultancy services, and the Customer should not act in reliance on any guidance or advice provided. For full information about the storage, application, and use of the products, the Customer should refer to the manufacturer documentation.

2.5 Cloud-P will deliver the products to the agreed delivery location.

2.6 Cloud-P will endeavor to provide an estimated delivery date for the products. However, any estimated delivery date provided is approximate only, and delivery may be made before or after the estimated date. Cloud-P will provide reasonable notice of the actual delivery date once this is known.

2.7 Unless otherwise agreed, delivery may be made at any time during business hours on the notified delivery date. The Customer agrees to ensure that it has an appropriate representative available at the delivery location to accept delivery of the products.

2.8 If the Customer fails to accept delivery of the products, Cloud-P may either:

2.8.1 store the products until it is able to make delivery, in which case the Customer will be responsible for reasonable storage costs and for the costs of any re-delivery; or

2.8.2 cancel the order in accordance with clause 7.

2.9 The Customer must inspect all products immediately upon receipt and inform Cloud-P of any issues with the products, such as incorrect product supplied, shortages, or defect with or damage to the products within 48 hours of delivery. The Customer must also inform Cloud-P within 48 hours of the notified delivery date if no delivery is received.

2.10 Where an issue is notified to Cloud-P in accordance with clause 2.9, Cloud-P will, at its sole discretion either (a) replace or repair the affected products free of charge, (b) refund to the Customer the price of the affected products, or (c) issue to the Customer a credit note for the price of the products. In any case, Cloud-P will either arrange collection of any defective, damaged, or incorrect products or request that the Customer returns or disposes of those products (in which case it will reimburse the Customer’s reasonable costs in doing so).

2.11 If the Customer does not notify Cloud-P of any issues in accordance with the timescales set out in clause 2.9, Cloud-P will be entitled to treat the correct products as having been delivered in full without defect or damage on the notified delivery date, and no remedy will be available under clause 2.10.

3. RISK AND OWNERSHIP OF PRODUCTS

3.1 The risk of loss or damage to the products will transfer to the Customer on delivery (or, if the Customer fails to accept delivery of the products, on the date on which Cloud-P attempted to deliver the products).

3.2 Ownership of the products will transfer to the Customer once the Customer has paid Cloud-P in full in cleared funds for all products forming part of that order.

3.3 Until ownership of the products has transferred to the Customer in accordance with clause 3.2:

3.3.1 the Customer must keep the products separate from other items and must keep them properly stored, insured, and protected and identified as Cloud-P’s property; and

3.3.2 Cloud-P may at any time cancel the order in accordance with clause 7.

4. PRODUCT WARRANTIES

4.1 All products are provided with the benefit of the manufacturer warranty (where available).

4.2 Cloud-P does not provide any warranties or guarantees other than the manufacturer warranty.

4.3 If the Customer wishes to make a claim under a manufacturer warranty:

4.3.1 where the manufacturer warranty entitles the Customer to make a claim directly with the manufacturer, the Customer should do so (and Cloud-P will provide the Customer with any reasonable assistance which it requires to make this claim); or

4.3.2 if the manufacturer warranty requires the claim to be made with Cloud-P, the Customer should notify Cloud-P of the claim, providing full details of the product affected and the nature of the defect or issue, and Cloud-P will (where possible) obtain a refund, credit, repair, or replacement for the manufacturer and issue this to the Customer.

4.4 Cloud-P cannot assist with or handle claims:

4.4.1 arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow Cloud-P’s or the manufacturer’s instructions (whether oral or in writing), misuse or alteration or repair of the products without Cloud-P’s approval or otherwise falling within an exclusion to the manufacturer warranty; or

4.4.2 where the total price for the products has not been paid in full by the due date.

5. PRODUCT RETURNS

5.1 Products must not be returned to Cloud-P unless Cloud-P has authorized the Customer to do so and issued a returns number.

5.2 The Customer will be responsible for the costs of return (except for a return in accordance with clause 2.10) and will remain responsible for the products until they are safely received at Cloud-P’s premises.

5.3 Cloud-P is not required to accept the returns of any products other than products which were defective, damaged or incorrect products on delivery (in accordance with clause 2.10) or pursuant to a valid warranty claim (in accordance with clause 4). Any return for any other reason (such as because the Customer has changed its mind) will be entirely within Cloud-P’s discretion and will be subject to the following requirements:

5.3.1 the products must be in good and resaleable condition;

5.3.2 the return will be subject to a restocking charge of up to 20% of the product price; and

5.3.3 the Customer must comply with any other conditions notified by Cloud-P when it agrees to accept the return.

5.4 Any return of products is irrevocable, and Cloud-P will refund, credit, repair or replace (or arrange the refund, credit, repair or replacement) the products as appropriate. In the case of a refund, credit or replacement, ownership of the products will revert to Cloud-P on receipt of the returned products.

6. PRICE AND PAYMENT FOR PRODUCTS

6.1 Subject to clause 6.2, the price for the products will be the price set out in the quotation except that, if the quotation had expired at the point that the Customer placed the order, Cloud-P may instead charge the price listed in its then current price list.

6.2 Cloud-P reserves the right to revise the price of the products if:

6.2.1 the cost price of the products to Cloud-P increases at any time between the date on which the offer is placed and the date of delivery for reasons outside Cloud-P’s control, such as foreign exchange fluctuation, alteration of duties or increase in the price charged to Cloud-P by its supplier; or

6.2.2 Cloud-P incurs additional cost due to the acts or omissions of the Customer, such as changes to delivery dates, quantities, or specification, delay caused by instructions of the Customer or failure of the Customer to give Cloud-P adequate information or instructions.

6.3 Unless otherwise stated, quoted prices include packaging but exclude delivery and commissioning (where commissioning is required).

6.4 All prices are stated exclusive of VAT, which is payable in addition.

6.5 Payment for the products must be made in full in accordance with the payment terms set out in the quotation.

6.6 If the Customer fails to make a payment on the due date then without prejudice to any other right or remedy available to Cloud-P, Cloud-P may:

6.6.1 suspend any further deliveries of products and/or any provision of services to the Customer;

6.6.2 apply any payment made by the Customer between products and services as it may think fit (notwithstanding any allocation proposed by the Customer); and

6.6.3 charge the Customer interest (both before and after judgment) on the amount unpaid at the rate of 2.5% per month or part month until payment in full is made, such interest being calculated on a daily basis.

7. CANCELLATION OF ORDER FOR PRODUCTS

7.1 Once Cloud-P has accepted an order for products, the Customer cannot cancel that order without Cloud-P’s agreement. Where Cloud-P does agree to the cancellation of an order, this will be subject to the Customer reimbursing Cloud-P for any losses, costs, and expenses (including loss of profits) incurred as a result of the cancellation.

7.2 Cloud-P may cancel an order for any reason at any time up until payment has been made in full in cleared funds for all products forming part of that order.

7.3 If the products have already been delivered to the Customer at the point that the order is canceled, the Customer must immediately deliver up the products to Cloud-P and, if it fails to do so, Cloud-P may enter any premises of the Customer or any third party where it reasonably believes the products to be stored to enable it to repossess them (and the Customer will be responsible for any costs, liabilities, or expenses incurred as a result).

7.4 Cloud-P will sell any canceled products at the best price readily available, and all proceeds remaining after deduction of reasonable storage costs and costs of sale will accrue as a credit to the Customer and be deducted from any amounts due from the Customer to Cloud-P in respect of those products (but the Customer will remain liable for the balance due for those Products, if any).

8. PROVISION OF SERVICES

8.1 Where the Customer orders services from Cloud-P, Cloud-P will provide those services in accordance with clauses 8 to 11.

8.2 Except as provided in clause 8.3, the nature and specification of the services will be as described in the order (or, to the extent not described in the order, as described in the quotation).

8.3 Cloud-P reserves the right to make changes to the services where those changes are required to conform with any applicable safety or other statutory requirements or where those changes will not materially affect the quality or nature of the services.

8.4 Unless otherwise agreed, services will be provided only during business hours. If Cloud-P agrees to provide services outside of business hours, additional or higher fees may be applicable.

8.5 In some cases, Cloud-P’s ability to provide the services will be dependent upon the cooperation of third party providers (for example software licensors or equipment providers). Cloud-P will use reasonable efforts to coordinate with and ensure the cooperation of these providers. However, Cloud-P cannot accept responsibility for delays caused by third party providers.

8.6 To enable Cloud-P to provide the services, the Customer must provide on reasonable request access to its premises, any information or documentation that Cloud-P may reasonably request and the full co-operation of its employees, directors, consultants and advisers. Cloud-P cannot be held responsible for any delay caused as a result of the Customer’s failure to comply with this clause 8.6.

8.7 The Customer must take responsibility for the health and safety of any individual attending its premises on behalf of Cloud-P, including ensuring that they are made aware of any relevant policies and procedures and that they are not placed in danger in any manner, and the Customer will be liable for all costs, claims, damages, liabilities, loss and demands relating to or arising from or in connection with any claim brought against Cloud-P arising out of the death, personal injury or other loss suffered by an individual attending at the Customer’s premises, except where this was as a result of Cloud-P’s or that individual’s negligence.

8.8 Where the services include the provision of guidance or advice (such as consultancy), Cloud-P will ensure that the guidance or advice is provided by suitably qualified and experienced employees and that the guidance or advice given represents the professional and genuine opinion of the relevant Cloud-P’s employees. However, the Customer acknowledges that it is impossible to guarantee any particular outcome from acting on guidance or advice, and that it retains full responsibility for any business decisions made.

8.9 Where the services include the provision of support, Cloud-P will use its reasonable endeavours to resolve any issues which the Customer may experience (provided that those issues fall within the scope of the support which Cloud-P has agreed to provide). However, as Cloud-P is not the manufacturer of products or vendor of software, it cannot guarantee to resolve any issue (or, if it can resolve an issue, it cannot guarantee to resolve it within any particular timescale).

8.10 The Customer must notify Cloud-P of any issues with the services, such as deficiencies in the services or failure to provide the agreed services within 48 hours of the issue arising.

8.11 Where an issue is notified to Cloud-P in accordance with clause 8.10, Cloud-P will, at its sole discretion either (a) correct the deficiency or re-perform the affected services, (b) refund to the Customer a pro rata amount equivalent to the value of the services which were deficient or not received or (c) issue to the Customer a credit note for the value of the services which were deficient or not received.

8.12 If the Customer does not notify Cloud-P of any issues in accordance the timescales set out in clause 8.10, Cloud-P will be entitled to treat the services as having been delivered correctly and in full, and no remedy will be available under clause 8.11.

9. FEES AND PAYMENT FOR SERVICES

9.1 Except where it is expressly agreed in writing that a fee is a fixed fee, Cloud-P will charge for all services on a time and materials basis, and any fee set out in a quotation represents a reasonable estimate of the fee which Cloud-P believes is likely to be incurred, based on the information available to Cloud-P at the time the quotation was issued.

9.2 Subject to clauses 9.3 and 9.4, where it is expressly agreed that a fee is a fixed fee, that fee will be binding on Cloud-P except that, if the quotation had expired at the point that the Customer placed the order, Cloud-P may withdraw the fixed fee and instead charge on a time and materials basis at its then standard rates.

9.3 Cloud-P reserves the right to revise a fixed fee if:

9.3.1 the cost price of providing those services increases at any time between the date on which the offer is placed and the completion of the applicable services for reasons outside Cloud-P’s control, such as increases in labour rates, increases in the cost of equipment required to perform the services or increases in the price charged to Cloud-P by third party providers; or

9.3.2 the cost or time required to perform the services changes for any reason due to the acts or omissions of the Customer, such as changes to required timescales or the nature of services required, delay caused by instructions of the Customer or failure of the Customer to give Cloud-P adequate information or instructions.

9.4 Where services are provided on an on-going basis (such as support services), Cloud-P may review the fees from time to time and will provide the Customer with not less than 30 days’ prior notice of any changes.

9.5 All fees are stated exclusive of VAT, which is payable in addition.

9.6 Payment of the fees must be made in full in accordance with the payment terms set out in the quotation.

9.7 Where and to the extent that services are provided from any location other than Cloud-P’s own premises, the Customer will be responsible for all and any reasonable expenses incurred by Cloud-P in providing the services including travel, lodging, meals, and miscellaneous out of pocket expenses.

9.8 If the Customer fails to make a payment on the due date then without prejudice to any other right or remedy available to Cloud-P, Cloud-P may:

9.8.1 suspend any further provision of services and/or deliveries of products to the Customer;

9.8.2 apply any payment made by the Customer between services and products as it may think fit (notwithstanding any allocation proposed by the Customer); and

9.8.3 charge the Customer interest (both before and after judgment) on the amount unpaid at the rate of 2.5% per month or part month until payment in full is made, such interest being calculated on a daily basis.

10. INTELLECTUAL PROPERTY RIGHTS

10.1 All rights, title and interest (including intellectual property rights) in any deliverables created or provided as part of the services will belong to Cloud-P, and nothing in these terms or otherwise will operate to transfer any such rights to the Customer.

10.2 Cloud-P grants the Customer a non-exclusive, non-transferable, non-sublicensable right to use any deliverables created or provided as part of the services solely for the purpose of receiving and obtaining the benefit of the services.

11. TERM AND TERMINATION OF SERVICES

11.1 Cloud-P will commence providing all services on the agreed date or, where no start date is agreed, within a reasonable period after acceptance of the order.

11.2 Where services are provided on a project basis (such as implementation or consultancy):

11.2.1 any dates or timescales provided are estimates only and are subject to change depending on how the project progresses; and

11.2.2 once Cloud-P has accepted the order, the project cannot be cancelled or terminated early without Cloud-P’s agreement and, if Cloud-P does agree to cancel or terminate the project, this will be subject to a cancellation fee to reimburse Cloud-P for any losses, costs, and expenses (including loss of profits) incurred as a result of the cancellation.

11.3 Where services are provided on an on-going basis (such as support):

11.3.1 Cloud-P will continue to provide the services unless and until terminated in accordance with this clause 11; and

11.3.2 either party may terminate the services by giving the required notice period set out in the quotation.

11.4 Cloud-P may also terminate the provision of any services if:

11.4.1 the Customer commits an irremediable breach of these terms or commits any remediable breach and fails to remedy it within 30 days of receipt of notice of the breach requiring remedy of the same (whether the breach relates to the specific services being terminated or to any other order for products or services placed by the Customer);

11.4.2 the Customer is the subject of any distraint, execution, event of insolvency or event of bankruptcy or any other similar process or event, whether in the United Kingdom or elsewhere, or Cloud-P otherwise has any concern regarding the financial standing of Customer; or

11.4.3 the Customer fails to pay any amount due (under any order) as and when it falls due.

12. SOFTWARE

12.1 Where the Customer orders software from Cloud-P, Cloud-P provides that software to the Customer as an approved agent for the vendor of that software and use of that software will be subject to the terms of the vendor’s licence agreement. The Customer must carefully review the licence agreement and ensure that it complies with all applicable terms.

12.2 If the Customer requires any other software for use in connection with products or services provided by Cloud-P, it is the Customer's responsibility to obtain that third-party software and to enter into any licences or other agreements as may be required.

12.3 Cloud-P is not the licensor of any software, and it will not:

12.3.1 be responsible for any software licensed by the Customer; or

12.3.2 provide any support, consultancy, training or other services in respect of any software (except to the extent expressly agreed in writing).

12.4 The Customer must raise any issues it has with the software directly with the relevant vendor, unless:

12.4.1 Cloud-P has agreed to provide support in respect of that software, in which case the Customer should raise a support request; or

12.4.2 the Customer believes that the issue has been caused by Cloud-P’s deficient provision of any services, in which case it must report that issue in accordance with clause 8.10.

12.5 The Customer will be responsible for any costs, liabilities or expenses incurred by Cloud-P in connection with the use (or alleged use) of any licensed software by the Customer, including any failure or alleged failure of the Customer to obtain the necessary licences or other rights required to use the software or any breach or alleged breach by the Customer of the relevant licence terms.

12.6 Cloud-P cannot be held responsible for any delay or failure to provide any of the services (or any inability to use any of the products) arising out of or in connection with the Customer’s failure to obtain any necessary licences of software or to comply with the terms of that licence or from any problems or defects with software (other than those caused by Cloud-P itself).

13. LIABILITY

13.1 In the unlikely event that something goes wrong with the products or services, the parties agree that it is in their mutual interest for Cloud-P to be given the opportunity to resolve the issue. The Customer therefore agrees that its sole and exclusive remedies for any issues with the products or services are as follows:

13.1.1 in respect of problems with the products on delivery (or within 48 hours of it), the remedies set out in clause 2.10;

13.1.2 in respect of problems with the products identified more than 48 hours after delivery, to make a claim on the manufacturer warranty (where available) in accordance with clause 4; and

13.1.3 in respect of problems with the services, the remedies set out in clause 8.11.

13.2 Cloud-P’s total aggregate liability in respect of all causes of action arising out of or in connection with any order placed under these terms (whether for breach of contract, strict liability, tort (including negligence), misrepresentation or otherwise) will not exceed the total amount paid or payable under the relevant order and:

13.2.1 in respect of a cause of action relating to a product or products ordered, will not exceed the total price of that product or those products;

13.2.2 in respect of a cause of action relating to services provided on a project basis (such as implementation or consultancy), will not exceed the total fixed or estimated fee paid or payable in respect of the affected service; and

13.2.3 in respect of a cause of action relating to services provided on an on-going basis (such as support), will not exceed the total annual fees for the affected service (calculated as the amount paid or payable in the first 12-month period for which that service is provided).

13.3 Cloud-P will not be liable for any claim to the extent that it relates to loss of profits, goodwill, business opportunity or anticipated savings, injury to reputation, wasted management time or indirect, consequential or special loss or damage regardless of the form of action, whether in contract, tort (including, but not limited to, negligence) or strict liability or otherwise howsoever arising and regardless of whether Cloud-P knew or had reason to know of the possibility of the loss or damage in question.

13.4 Cloud-P will not be liable for any delay in or failure to comply with its obligations to the extent that the failure results from:

13.4.1 the actions or omissions of the Customer;

13.4.2 any cause outside Cloud-P’s reasonable control, such as terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, import or export restrictions or regulations, trade embargoes, difficulty in obtaining raw materials, labour, fuel, parts or machinery, fire, explosion or electromagnetic pulse, epidemic or pandemic, storm (including lightning strike), flood or earthquake, strike, lock-outs, or other industrial action, impossibility of the use of any means of public or private transport or any public or private telecommunications networks, malicious activity against Cloud-P’s computer systems or the acts, decrees, legislation, regulations, policy or restrictions of any government or public authority; or

13.4.3 acts or omissions of any supplier or third party provider to Cloud-P (except that, where Cloud-P is able to recover compensation from that supplier or third party provider as a result of its failure, Cloud-P will account to the Customer for that compensation or the relevant part which relates to the loss suffered by the Customer).

13.5 The express provisions set out in these terms are in place of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise, all of which are excluded to the fullest extent permitted by law.

13.6 Nothing in these terms will limit or exclude Cloud-P’s liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, and/or for any other loss or damage the exclusion or limitation of which is prohibited by English law.

14. CONFIDENTIALITY

14.1 Each party undertakes that it will keep Cloud-P’s confidential information confidential and will not at any time:

14.1.1 use that information for any purpose other than to exercise its rights and perform its obligations under these terms (or any other purposes as Cloud-P may expressly authorise in writing from time to time); or

14.1.2 disclose that information to any third party, except as otherwise permitted by these terms or with Cloud-P's prior written consent.

14.2 For the purposes of these terms, a party’s confidential information is any know-how, trade secret, documentation or information (whether commercial, financial, technical, operational or otherwise) relating to its business, affairs, operations, processes, intentions, customers or suppliers and which is either marked as “confidential” or which the other party was or ought reasonably to be aware was of a confidential nature, except that this clause 14 will not apply to any information that the receiving party can demonstrate:

14.2.1 is in the public domain in substantially the same combination as that in which it was disclosed to the receiving party other than as a result of a breach of these terms or any other obligations of confidentiality;

14.2.2 is or was lawfully received from a third party not under an obligation of confidentiality with respect to it; or

14.2.3 was developed independently of and without reference to confidential information disclosed by Cloud-P.

14.3 A party may disclose Cloud-P’s confidential information where and to the extent it is required to do so under operation of law, by court order or by any regulatory body of competent jurisdiction provided that, except where legally prohibited from doing so, it must:

14.3.1 provide Cloud-P with at least ten (10) days’ written notice of its intention to make the disclosure, the notice specifying the confidential information concerned and the nature of the disclosure obligation; and

14.3.2 take into account the reasonable requests of Cloud-P in relation to the content, nature and form of the disclosure.

14.4 Each party will be entitled to divulge Cloud-P’s confidential information to its employees, agents, directors, officers, authorised sub-contractors, professional advisors and consultants who have a need to know the same in connection with these terms, provided that the receiving party will ensure that those persons are aware of, and will ensure that those persons comply with, these obligations as to confidentiality.

15. DATA PROTECTION

15.1 Cloud-P takes the protection of personal data very seriously.

15.2 Where Cloud-P handles personal data for its own purposes, it will do so in accordance with applicable data protection law and its privacy policy.

15.3 Where Cloud-P handles personal data on behalf of the Customer in the provision of the services, it will do so in accordance with applicable data protection law and its data processing agreement.

16. ANTI-CORRUPTION

16.1 Cloud-P will comply with all applicable laws relating to anti-corruption including the Bribery Act 2010 and the Criminal Finances Act 2017.

16.2 Cloud-P will have and maintain in place throughout the period that it is supplying products or services to the Customer policies and procedures to ensure compliance with this clause 16, including adequate procedures under the Bribery Act 2010 and those policies and procedures as are reasonable to prevent the facilitation of tax evasion by another person (including its employees), and will enforce those policies and procedures where appropriate.

16.3 Cloud-P will not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if that activity, practice or conduct had been carried out in the UK or a tax evasion facilitation offence under sections 45(1) or 46(1) of the Criminal Finance Act 2017.

16.4 Cloud-P must promptly report to the Customer any request or demand received by Cloud-P in connection with the performance of these terms for any undue financial or other advantage of any kind or to facilitate the evasion of tax within the meaning of Part 3 of the Criminal Finances Act 2017.

16.5 From time to time upon the Customer's request Cloud-P will certify to the Customer in writing (signed by an officer of Cloud-P) compliance with this clause 16 by Cloud-P and all persons associated with it under clause 16.6. Cloud-P will provide supporting evidence of compliance as the Customer may reasonably request.

16.6 Cloud-P will ensure that any person associated with Cloud-P who is performing services in connection with these terms complies with obligations equivalent to those imposed on Cloud-P by this clause 16 and will be directly liable to the Customer for any breach by those persons of any of those terms.

16.7 For the purpose of this clause 16:

16.7.1 the meaning of adequate procedures and whether a person is associated with another person will be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act) and section 8 of that Act respectively;

16.7.2 the meaning of reasonable procedures to prevent the facilitation of tax evasion will be determined in accordance with any guidance issued under section 47 of the Criminal Finances Act 2017; and

16.7.3 a person associated with Cloud-P includes but is not limited to any subcontractor of Cloud-P.

17. ANTI-SLAVERY

17.1 For the purposes of this clause 17, Modern Slavery Practices include:

17.1.1 slavery, servitude, forced, compulsory and bonded labour in any form (prison, indentured, bonded, or otherwise) or requiring employees to lodge papers or deposits on starting work;

17.1.2 child labour (that deprives children of their childhood, their potential and their dignity, and that is or could reasonably be foreseen to be harmful to their physical or mental development);

17.1.3 human trafficking including where victims are coerced, deceived and forced against their free will into providing work or services;

17.1.4 breaches of the Modern Slavery Act 2015; and

17.1.5 practices which breach other similar laws and conventions including but not limited to the International Labour Organisation’s Forced Labour Convention 1930 (No. 29) and Protocol.

17.2 Cloud-P confirms that it will not engage in any Modern Slavery Practice. Cloud-P must take all reasonable steps to ensure that there are no Modern Slavery Practices anywhere in its supply chain whether by tier one contractors, agents, suppliers of products or services, or other parties further down Cloud-P’s supply chain.

17.3 Cloud-P must at the Customer’s request respond to any anti-slavery due diligence questionnaire issued to Cloud-P and warrants that its responses will be complete and accurate.

17.4 Cloud-P must provide the Customer, at the Customer’s expense, with assistance and information (including access to records, persons and premises as they may apply or directly relate to Cloud-P’s obligations under these and the products and services provided) as it may require from time to time to enable the Customer to:

17.4.1 perform any activity required by any government, regulatory entity or agency in any relevant jurisdiction relating to Modern Slavery Practices or as required by the Customer;

17.4.2 prepare a slavery and human trafficking statement as required by section 54 of the Modern Slavery Act 2015; and/or

17.4.3 identify any Modern Slavery Practice and carry out due diligence in relation to the effectiveness of any steps taken to counter any Modern Slavery Practice.

17.5 Cloud-P must notify immediately the Customer in writing if it becomes aware of a breach or suspected breach of any of its obligations under this clause 17, including the occurrence of Modern Slavery Practices within Cloud-P or its supply chain. Without prejudice to Cloud-P's other obligations under these terms, Cloud-P agrees to take all reasonable steps requested by the Customer to address any instances of Modern Slavery Practices in Cloud-P’s operations or the operations of its supply chain.

18. NOTICES

18.1 Any notice to be given in respect of these terms must be in writing and delivered in accordance with this clause 18.

18.2 Notices sent to Cloud-P must be sent by email to notice@cloud-p.com.

18.3 Notices sent to the Customer must be delivered by hand or sent by first class post to the Customer’s address as set out in the order (or, if no address is set out in the order, to the Customer’s registered office address), marked for attention of the contact named in the order (if any) or must be sent by email to the email address shown in the order (if any).

18.4 Each party may update its nominated contact details by notice to the other from time to time.

18.5 This clause 18 does not apply to the service of legal proceedings or other documents in any legal action.

19. GENERAL

19.1 These terms (together with the data processing agreement) constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

19.2 The Customer acknowledges and accepts that Cloud-P’s employees are not authorised to make binding representations or promises on behalf of Cloud-P (other than as expressly set out in special terms agreed in accordance with clause 1.3) and acknowledges that:

19.2.1 it will have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms; and

19.2.2 in placing its order, it has not relied upon any advice, representation, undertaking or promise except as set out in these terms.

19.3 The Customer agrees that it will have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these terms.

19.4 No variation to these terms (or any agreed special conditions) will be binding unless agreed in writing between the authorised representatives of Cloud-P and of the Customer, except that where Cloud-P is providing on-going services (such as support), Cloud-P may from time to time update its terms on written notice to the Customer, and the updated terms will take effect 30 days from the date of the notice (or from such later date as Cloud-P may notify).

19.5 If Cloud-P at any time or for any period of time fails to exercise any term of or any right, power or privilege arising under these terms, this does not and will not constitute a waiver of that term or right, remedy, power or privilege, nor will any single or partial exercise of any right, remedy, power or privilege constitute a waiver of any further ability to exercise the same or any other remedy, right, power or privilege.

19.6 If Cloud-P does agree in writing to waive any term, right, remedy, power or privilege, this waiver will (unless otherwise stated) only apply to the specific instance in respect of which it is waived and not to any other instance (whether occurring prior to or after the waiver is given).

19.7 If any provision of or any right arising pursuant to these terms is found to be invalid or unenforceable, the remaining other provisions or rights will remain valid and enforceable.

19.8 The Customer may not assign, transfer, sub-contract or otherwise part with any right or obligation under these terms without Cloud-P’s prior written consent.

19.9 The Customer grants Cloud-P the non-exclusive right to use its name and/or logo in publicity material.

19.10 Nothing in these terms will confer any rights upon any person who is not a party to it, whether under the Contracts (Rights of Third Parties) Act 1999, or otherwise. Where the Customer is a member of a group, the products and services are supplied strictly for the benefit of the contracting entity unless otherwise expressly agreed in writing.

19.11 These terms (including any associated non-contractual disputes or claims) are governed by English law and the parties accept the exclusive jurisdiction of the English courts in relation to any dispute arising under or in connection with these terms.