Terms and Conditions

General Terms and Conditions for the supply of Services and / or goods.

These General Terms and Conditions (“the GTCs”) apply to the provision of IT services (including but not limited to support services, consultancy and projects) and / or the supply of IT equipment (including but not limited to hardware, software and ancillary equipment) by Sol6 Limited (“the Company”) to end user customers.

Together with any relevant Company provided schedule/s containing terms and conditions specific to the relevant service and / or equipment, these GTCs shall form the contract between the Company and the relevant customer.

The terms of this contract shall prevail over any customer provided terms including but not limited to any terms or conditions contained, or referred to, in a customer’s purchase order (or any similar documentation).  No addition to, variation of, exclusion or attempted exclusion of any term of this contract shall be binding on the Company unless in writing and signed by a director of the Company.

1. Definitions

1.1 In these GTCs, the following definitions apply:
Company: means Sol6 Limited registered in England with company number 14269991 and whose registered office is at: 22 Wycombe End, Beaconsfield, Buckinghamshire HP9 1NB.
Confidential Information: means information that is proprietary or confidential and which is labelled as such or which should reasonably be considered as confidential because of its nature and the manner of its disclosure.
Contract: means the contract between the Company and the Customer for the sale and purchase of Services and / or Goods made in accordance with these GTCs.
Customer: means the person, company, firm or organisation that purchases the Services and / or Goods from the Company.
Data Processing Agreement: means if applicable the data processing agreement to be entered into between the Customer and the Company in accordance with clause 13.4 governing both parties’ respective obligations in relation to the protection of personal data pursuant to the Data Protection Legislation.
Data Protection Legislation: means all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR, the Data Protection Act 2018 (and regulations made thereunder) (DPA 2018) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
Fee: means the fee payable by the Customer for the Services and / or Goods, as appropriate, as set out in the Order and / or relevant Schedule, as amended from time to time in accordance with the terms of the Contract.
Goods: means the Hardware and / or Software (or any part of them), to be supplied by the Company to the Customer as set out in the Order.
Goods Schedule: means the list and description of the Goods to be supplied by the Company as set out in the Order and / or relevant Schedule to these GTCs.
Hardware: means the items of hardware and/or ancillary IT equipment, if any, forming part of the Goods to be provided by the Company.
Initial Term: means, unless stated otherwise on the Order, the period of 12 months commencing on the Service Commencement Date.
Non-Recurring Service: means a Service that is not a Recurring Service and as such is intended to be provided on a “one time basis” only such as by way of example but not limitation: installation upgrade project, a consultancy project to achieve Cyber Essentials and IT Audit.
Order: means the Customer’s written acceptance of the Company’s quotation for the relevant Services and / or Goods as demonstrated by the Customer signing and returning the Company’s purchase order form.
Recurring Service: means a Service that is intended to be provided on an ongoing basis such as by way of example but not limitation: hosting, monitoring, support and maintenance services.
Services: means the relevant service(s) (being either a Recurring Service or a Non-Recurring Service) to be supplied by the Company to the Customer as set out in the Order and if appropriate as detailed in the Service Specification.
Service Commencement Date: means the date when the Services shall commence as set out in the Order and / or relevant Schedule, or in the absence thereof such date when the Company commences provision of the Services.
Service Specification: means the Company’s description and specification of the relevant Service(s) as set out in a Schedule to these GTCs.
Software: means the items of software, if any, forming part of the Goods to be provided by the Company.
UK GDPR: means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act of 2018.
Working Day: means Monday to Friday excluding English Bank and public holidays.
1.2 The headings in these GTCs are for convenience only and shall not affect its construction.
1.3 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.4 Reference to a “Schedule” (unless expressly stated to the contrary) means a Schedule to these GTCs and such Schedule shall form part of the Contract. In the event of any conflict between the terms of these GTCs and a Schedule then the terms of the Schedule shall take precedence.

2. Basis of Contract

2.1 These GTCs and any relevant Schedule apply to 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.

2.2 The Order constitutes an offer by the Customer to purchase the Goods and/or Services in accordance with the terms of the Contract.

2.3 The Order shall be deemed to be accepted when the Company issues a written acceptance of the Order (which shall normally be in the form of email confirmation) or the Company delivers the Goods or commences provision of the Services (whichever occurs earlier) at which point and on which date the Contract shall come into existence.

2.4 No variation to the terms of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by a director the Company

2.5 The Contract constitutes the entire agreement between the parties in respect to the provision of relevant Services and / or Goods. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Company which is not set out in the Contract.

3. Provision of Services

The following clauses shall apply in respect to the provision of Services:

3.1 With effect from the Service Commencement Date, the Company shall provide the Services to the Customer in accordance with the Service Specification.

3.2 The Contract in respect to the provision Services shall, subject to clause 10, continue in full force:

 (a) in respect to a Recurring Service, until the end of the Initial Period and thereafter the Recurring Service shall continue for annual periods unless or until terminated by either party at the end of the Initial Period or on any subsequent anniversary of the Service Commencement Date by giving to the other not less than 3 months prior written notice;

(b) in respect to a Non-Recurring Service, until completion of the relevant Service.

3.3 The Company shall use its reasonable endeavours to meet the performance times and dates for the Services specified in the Service Specification but any such times and / or dates shall be estimates only and time shall not be of the essence for the performance of the Services.

3.4 Services shall only be provided in the English language and on English language operating and application software versions.

4. Supply of Goods

The following clauses shall apply in respect to the supply of Goods:

4.1 The Goods to be supplied by the Company are as set out on the Order and if applicable as further described in the Goods Schedule.

4.2 The Company shall deliver the Goods to the Customer’s site as set out in the Order (“the Delivery Location”). Delivery of the Goods shall be deemed to be have been completed on the Goods’ arrival at the said Delivery Location.

4.3 Any dates quoted for delivery are approximate only and the time of delivery is not of the essence.

4.4 Hardware:

4.4.1 Title to Hardware shall remain with the Company until full payment for the Hardware has been received by the Company in cleared funds. Until title to the Hardware has passed to the Customer, the Customer shall hold the Hardware on a fiduciary basis as the Company’s bailee.

4.4.2 Risk in the Hardware shall pass to the Customer upon successful delivery to the Delivery Location. The Customer shall insure the Hardware delivered by the Company for the full replacement value with a reputable insurer until title has passed to the Customer.

4.5 Software:

4.5.1 Title to Software, and any supporting documentation / user manuals, shall remain with the owner of the intellectual property rights in the Software provided under the Contract.

4.5.2 For the avoidance of doubt, the fee for any Software is a licence fee for the Customer’s right to use the Software for such time period set out in the Order. The Customer acknowledges that it is buying only the media on which the Software is recorded. The Customer use of the Software shall be subject to the rights and restrictions imposed by the owner of the intellectual property rights in the Software and the Customer shall comply with all such licence agreements, terms of use and registration requirements relating to the Software.

4.5.3 Nothing contained in these terms and conditions shall be construed as an assignment of any intellectual property rights in the Software or in any supporting documentation / user manuals.

5. Customer’s Service Obligations

5.1 In respect to the provision of Services, the Customer shall:

(a) provide the Company, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Company to provide the Services;

(b) respond to and provide in a prompt and timely manner such documentation, data and other information as the Company reasonably requests in order for the Company to perform its obligations under the Contract and the Customer shall ensure that any information provided is accurate in all material respects;

(c) ensure operating staff are available to demonstrate any reported service issues or faults;

(d) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;

(e) provide the Company with remote and secure access to the Customer’s technical environment relevant to the Services including but not limited to the Customer’s data network and servers in order to enable the Company to perform the Services; and

(f) co-operate with the Company in a timely and reasonable manner in respect to all matters relating to the Services.

5.2 The Company shall not be liable for any delay or failure to perform the Services due to or caused by the Customer’s failure to perform any of its obligations.

6. Warranty

6.1 In respect to Services:

The Company warrants that it shall exercise reasonable care and skill in performing the Services.

6.2 In respect of all Hardware:

(a) the Customer shall have the benefit of the relevant Hardware manufacturer’s warranty (if any is provided by the said manufacturer) subject to the manufacturer’s terms, clauses and exclusions (if any);

(b) the relevant Hardware manufacturer’s warranty is in lieu of any and all other warranties or clauses, express or implied, (with the exception of those implied by section 12 Sale of Goods Act, 1979) including any implied clauses of suitability, merchantability or fitness for a particular purpose; and

(c) except as set out in this sub-clause 6.2, the Company gives no other warranty and makes no representation as to description or quality in respect to the Hardware. Any such warranty or representation implied (whether by statute or otherwise) is excluded, so far as is legally possible.

6.3 In respect of all Software:

(a) Software programs and packages are supplied by the Company subject to the terms of use imposed by the copyright owner and/or supplier;

(b) the Customer shall have the benefit of the copyright owner’s or software supplier’s warranty for the Software (if any is provided by the copyright owner or supplier) subject to their terms, clauses and exclusions (if any);

(c) the copyright owner’s or software supplier’s warranty is in lieu of any and all other warranties or clauses, express or implied, (with the exception of those implied by section 12 Sale of Goods Act, 1979), including any implied clauses of suitability, merchantability or fitness for a particular purpose; and

(d) except as set out in this sub-clause, the Company gives no other warranty and makes no representation as to description or quality in respect to the Software. Any such warranty or representation implied (whether by statute or otherwise) is excluded, so far as is legally possible.

7. The Fees

7.1 The Company shall charge and the Customer shall pay the Fee in accordance with the payment profile set out in the Order.

7.2 Any other charges or fees that may become payable by the Customer under the Contract shall be payable within 21 days of receipt of invoice.

7.3 Unless expressly stated otherwise on the Order, the fee payable for any Hardware excludes the cost of delivery of the Hardware to the Delivery Location (“the Delivery Charge”). The Customer shall additionally be liable to pay the Delivery Charge to the Company.

7.4 The fees and charges payable under the Contract are exclusive of any applicable Value Added Tax or other sales or excise duty payable from time to time, which the Customer shall additionally be liable to pay to the Company.

7.5 The Company shall not be entitled to vary the Fee in respect to the provision of Recurring Services during the Initial Period. Thereafter, the Company shall be entitled to vary the said fee not more than once in each successive period of twelve months upon giving not less than 90 prior days’ written notice of fee variations to the Customer. Subject to clause 7.6, the fee variation described in this clause 7.5 shall take effect 90 days after the date of the written notice.

7.6 Upon receipt of any notice of variation to the Fee issued by the Company in accordance with clause 7.5, the Customer shall be entitled to terminate the Contract (and for the avoidance of doubt, the relevant Recurring Service) by giving three months’ notice in writing to the Company, provided that such notice may only be given within 30 days of receipt of a notice of increase to the fee pursuant to clause 7.5.

7.7 If the Customer fails to make any payment which is not the subject of a bona fide documented dispute on the due date then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:

(a) suspend the provision of the Services and / or supply of Goods to the Customer; and

(b) charge the Customer interest (both before and after any judgement) on the amount unpaid at the rate of 5% per annum above the Base Rate of Barclays Bank plc for time being in force. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

7.8 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Company may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Company to the Customer.

7.9 The time of payment of the Fee and each instalment thereof shall be of the essence of the Contract.

8. Confidentiality

Each party shall, in relation to the other’s Confidential Information:

(a) keep it secret and confidential;

(b) use it only for purposes connected to the Contract;

(c) disclose it only to such of its personnel as need to know and on condition that they are informed by the disclosing party of its confidential nature and are directed to deal with it on terms no less onerous than in this Clause 8;

(d) not otherwise disclose it to third parties without the other party’s prior written consent; and

(e) make copies of it only to the extent necessary for the purposes of the Contract.

8.2 The obligations of confidentiality in Clause 8.1 shall not prevent any disclosure of information which:

(a) is in, or has become part of, the public domain other than by a breach of the Contract;

(b) becomes available to the disclosing party in a lawful manner from a third party who, to the best of the disclosing party’s knowledge, is lawfully entitled to disclose the same;

(c) can be proven was independently developed by or for the disclosing party;

(d) is required to be disclosed under any applicable law, stock exchange requirement, or by order of a court or governmental body or authority of competent jurisdiction, provided that, to the extent it is permitted to do so, the disclosing party notifies the other party as soon as reasonably possible on becoming aware of the obligation to disclose and where reasonably practicable provides the disclosing party with a reasonable period of time to contest such disclosure; or

(e) is disclosed with the other party’s prior consent.

8.3 Each party shall on termination of the Contract and on written request, either return or destroy the other party’s Confidential Information in its possession except that each party shall be entitled to keep copies where it is obliged to do so to comply with applicable law.

9 Non Solicitation of Company Personnel

9.1 The Customer shall not (except with the prior written consent of the Company) directly or indirectly solicit or entice away (or attempt to solicit or entice away) from the employment of the Company any person employed or engaged by the Company in the provision of the Services and / or Goods at any time commencing on the date of the Contract and for a period until such date that is 12 months after the completion or termination of the Contract.

9.2 If the Customer commits any breach of clause 9.1, the Customer shall, on demand, pay to the Company a sum equal to 50% of one year’s basic salary or the annual fee that was payable by the Company to that employee, worker or independent contractor plus the recruitment costs incurred by the Company in replacing such person. The parties agree that such sum is a genuine pre-estimate of the loss likely to be suffered by the Company (in particular but without limitation the training costs associated with a permanent replacement and the enhanced costs associated with an interim replacement).

10. Termination

10.1 Without prejudice to the generality of clause 4.2 either party may, without prejudice to its other rights, at any time forthwith terminate the Contract by serving written notice of termination on the other party if:

10.1.1 the other party has breached any of its material obligations under the Contract and where the breach is capable of being remedied, fails to remedy such breach within 21 days of receipt of written notice specifying the breach and requiring it to be remedied; or

10.1.2 the other party ceases to carry on business or becomes subject to the insolvency laws of the country of its incorporation or where it carries on business; or

10.1.3 the other party makes any voluntary arrangement with its creditors or becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or

10.1.4 an encumbrancer takes possession of, or a receiver is appointed over, any of the property or assets of the other party.

10.2 The Company may terminate the Contract in the event that the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment.

10.3 In the event the Contract is terminated by the Company in accordance with clause 10.1 or clause 10.2 then all outstanding sums in respect of Goods delivered to the Customer and/or Services provided, shall become immediately due.

10.4 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.

11. Liability

11.1 Nothing in these terms and conditions shall limit or exclude the Company’s liability for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable), fraud or fraudulent misrepresentation or any matter in respect of which it would be unlawful for the Company to exclude or restrict liability under the laws of England.

11.2 Subject to clause 11.1:

(a) the Company 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 or damage arising under or in connection with the Contract; and

(b) the Company’s total liability 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 £200,000.

11.3 The parties expressly agree that if any limitation or provision contained or expressly referred to in this clause 11 is held to be invalid under any applicable statute or rule of law, it shall, to that extent, be deemed omitted. If any party becomes liable for loss or damage which would otherwise have been excluded, that liability shall be subject to the other limitations and provisions set out in this clause 11.

11.4 Nothing in the Contract shall be taken as in any way reducing or affecting a general duty to mitigate loss suffered by a party.

12. Force Majeure

Except for the Customer’s obligation to make payment, neither party shall be in breach of the Contract nor liable for delay in performing or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control including but not limited to acts of God, pandemic, riots, war, acts of terrorism, failure of a utility service or transport network, strikes or other industrial disputes, fire, flood, storm or earthquake and any disaster. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations.

13. General

13.1 Neither party shall be entitled to assign or otherwise dispose of the Contract (except to a holding or subsidiary company) without the prior written consent of the other party, such consent not to be unreasonably withheld.

13.2 Notices

13.2.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:

(a) delivered by hand or by pre-paid first-class post or other next Working Day delivery service at (i) in the case of the Customer, to its registered office (if a company) or its principal place of business (in any other case), and (ii) in the case of the Company, to its registered office; or

(b) sent by email to (i) in the case of the Customer, the then current email address that the Customer’s primary contact has been using for email correspondence with the Company, and (ii) in the case of the Company, to the email address: support@sol6.co.uk.

13.1.2 Any notice or communication shall be deemed to have been received:

(a) if delivered by hand, at the time the notice is left at the proper address;

(b) if sent by pre-paid first-class post or other next Working Day delivery service, at 9.30am on the second Working Day after posting; or

(c) if sent by email, at 9.30am on the next Working Day after transmission provided that such email is subsequently acknowledged as having been received by the recipient.

13.1.3 Notices by email shall not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

13.3 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part provision of the Contract is deemed deleted under this clause 13.3 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.

13.4 The Company and the Customer will comply with the applicable provisions of the Data Protection Legislation. In the event that the parties anticipate that the Company will be required to process any personal data for or on behalf of the Customer as part of the Contract then as soon as reasonably practical the parties shall execute a Data Processing Agreement to be provided by the Company. Such agreement shall form a schedule to the Contract.

13.5 No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

13.6 Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

13.7 The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

Version 1.1

12th January 2024