Terms of service.

Interpretation

1.1 Definitions

In these Conditions, the following definitions apply:

“Act” means the Telecommunications Act 1984;                             

“Commencement Date” has the meaning set out in clause 2.1;

“Conditions” means these terms and conditions as amended from time to time in accordance with clause 17.7;

“Contract” means the contract between Solve IT and the Customer for the supply of Goods and/or Services comprising the Order Form and these Conditions;

“Customer” means the person or firm who purchases the Goods and/or Services from Solve IT as set out in the Order Form;

“Deliverables” means the products and materials developed by the Supplier in relation to the Project in any media, including, without limitation, computer programs, data, diagrams, reports and specifications (including drafts) set out in the Order Form;

“Delivery Location” has the meaning set out in clause 5.2;

“Solve IT” means Solve IT Ecommerce Digital Limited, a company incorporated under the Companies Act (Registered Number SC599200) with a registered office at 64a Cumberland Street, Edinburgh, Scotland EH3 6RE;

“Solve IT Materials” has the meaning set out in clause 9.1.6;

“Force Majeure Event” has the meaning given to it in clause 16.1;

“Goods” means the goods (or any part of them) set out in the Order Form;

“Goods Specification” means any specification for the Goods, including any relevant plans or drawings, set out in the Order Form;

“Incentives” means any monetary incentives the Customer receives from Solve IT for entering into or continuing with or extending the Contract including cash backs, refunds or other payments or schemes from time to time;

“IPR” means patents, rights to inventions, copyright and related rights, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights;

“Order Form” means the Solve IT form detailing the Goods or Services to be supplied by Solve IT subject to these Conditions;

“Remaining Services” has the meaning set out in clause 15.3.2;

“Services” means the services, including the Deliverables, supplied by Solve IT to the Customer as set out in the Order Form;

“Service Specification” means the description or specification for the Services set out in the Order Form; and

“Term” has the meaning set out in clause 3.

1.2 Construction

In these Conditions, the following rules apply:

1.2.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

1.2.2 a reference to a party includes its personal representatives, successors or permitted assigns;

1.2.3 a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

1.2.4 any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

1.2.5 a reference to writing or written includes faxes and e-mails.

Basis of Contract

2.1 The Customer’s purchase order constitutes an offer by the Customer to purchase the Goods and / or Services as set out in the Order Form, subject to these Conditions. The purchase order shall only be deemed to be accepted when Solve IT issues its written acceptance of the purchase order, at which point and on which date the Contract shall come into existence (“Commencement Date”).

2.2 The Contract and these Conditions constitute the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Solve IT which is not set out in the Contract or these Conditions.

2.3 Any samples, drawings, descriptive matter or advertising issued by Solve IT and any descriptions of the Goods or illustrations or descriptions of the services contained in Solve IT’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.

2.4 These Conditions 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. Both the Customer and Solve IT acknowledge that any terms or conditions referred to in the Customer’s purchase order are expressly excluded.

The Term

The Contract shall continue from the Commencement Date for the period of time specified in the Order Form, subject to the termination provisions set out in clause 15 (“Term”).

Goods

Solve IT reserves the right to amend the Goods Specification where required by applicable statutory or regulatory requirements.

Delivery of Goods

5.1 Solve IT shall ensure that:

5.1.1 each delivery of the Goods is accompanied by a delivery note which shows all relevant Customer reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Contract is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and

5.1.2 if Solve IT requires the Customer to return any packaging material to Solve IT, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as Solve IT shall reasonably request. Returns of packaging materials shall be at Solve IT’s expense.

5.2 Solve IT shall deliver the Goods to the location as set out in the Order Form (“Delivery Location”) at any time after Solve IT notifies the Customer that the Goods are ready.

5.3 Delivery of the Goods shall be completed on the Good’s arrival at the Delivery Location.

5.4 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. Solve IT shall not be liable for any delay in delivery of the Goods, including where late delivery is caused by a Force Majeure Event or the Customer’s failure to provide Solve IT with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

5.5 Solve IT may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

Quality of Goods

6.1 Solve IT shall ensure that any third party warranties (if any) applicable to Goods are passed to the Customer. Solve IT shall notify the Customer of such warranty terms, including processes for reporting warranty claims.

6.2 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by Solve IT under the Contract.

Title and Risk

7.1 Risk in the Goods shall pass to the Customer on completion of delivery at the Delivery Location.

7.2 Title to the Goods shall not pass to the Customer until Solve IT receives payment in full (in cash or cleared funds) for the Goods.

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

7.3.1 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Solve IT’s property;

7.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

7.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on Solve IT’s behalf from the date of delivery;

7.3.4 notify Solve IT immediately if it becomes subject to any of the events listed in clause 15.1.2 to clause 15.1.7; and

7.3.5 give Solve IT such information relating to the Goods as Solve IT may require from time to time.

7.4 If before title to the Goods passes to the Customer becomes subject to any of the events listed in clause 15.1.2 to clause 15.1.7, then, without limiting any other right or remedy Solve IT may have:

7.4.1 the Customer’s right to use them in the ordinary course of its business ceases immediately; and

7.4.2 Solve IT may at any time:

(a) require the Customer to deliver up all Goods in its possession; and

(b) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

Supply of Services

8.1 Solve IT shall provide the Services to the Customer in accordance with the Service Specification in all material respects, using reasonable care and skill.

8.2 Solve IT shall use reasonable endeavours to meet any performance dates for the Services as the parties may agree, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

8.3 Solve IT shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services. In particular, Solve IT shall not be under any obligation to connect or keep connected any equipment if it does not comply with the Act or if in the reasonable opinion of Solve IT it could lead to death or personal injury.

8.4 In the event Solve IT allocates any telephone numbers to the Customer for the purposes of providing the Services:

8.4.1 the Customer acknowledges that it shall not acquire any legal, equitable or property rights to such telephone numbers;

8.4.2 Solve IT shall be entitled to withdraw or change any such telephone number of code or any such groups of numbers or codes upon giving the Customer reasonable written notices; and

8.4.3 all IPR in any such telephone numbers shall at all times remain owned by Solve IT.

8.5 Solve IT shall have the right to reasonably protect all services and products supplied to customers, with the Customer meeting the cost of these obligations in accordance with the payment terms as stated below.

Customer Obligations

9.1 The Customer shall:

9.1.1 ensure that the terms of any Goods Specification and Service Specification are complete and accurate;

9.1.2 co-operate with Solve IT in all matters relating to the Goods and/or Services;

9.1.3 provide Solve IT, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by Solve IT to provide the Services;

9.1.4 provide Solve IT with such information and materials as Solve IT may reasonably require supplying the Goods and/or Services, and ensure that such information is accurate in all material respects;

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

9.1.6 keep and maintain all materials, equipment, documents and other property of Solve IT (“Solve IT Materials”) at the Customer’s premises in safe custody at its own risk, maintain Solve IT Materials in good condition until returned to Solve IT, not dispose of or use Solve IT Materials other than in accordance with Solve IT’s written instructions or authorisation, and not to cause any attachments (other than those approved in advance by Solve IT) to be connected to Solve IT Materials.

9.1.7 provide Solve IT with an email address to send all communication, including news of price increases, new packages and opt-out periods.

9.2 The Customer shall further undertake not to:

9.2.1 contravene the Act or any other relevant legislation, regulations or licences regarding the use of the Services provided under the Contract;

9.2.2 use the Services:

(a) as a means of communications for a purpose other than for which the Services were provided; and

(b) for the transmission of material which is defamatory, offensive or of an abusive or obscene or menacing character or is of a nature which if transmitted would constitute a criminal offence or which infringes the rights (including IPR) of any third party; or

(c) for any other purpose which Solve IT may notify the Customer from time to time.

9.3 In the event of any act or omission by the Customer or failure by the Customer to perform any of its relevant obligations (“Customer Default”):

9.3.1 Solve IT shall without limiting its other rights or remedies have the right to suspend the supply of Services and/or all further deliveries of Goods under the Contract or any other contract between the Customer and Solve IT in accordance with clause 14 until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays Solve IT’s performance of any of its obligations;

9.3.2 Solve IT shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Solve IT’s failure or delay performing any of its obligations as set out in this clause 9;

9.3.3 The Customer shall reimburse Solve IT for any Incentives that have been paid over the Term and the Customer shall be disqualified from receiving any future Incentives which it may have been entitled to under the Contract; and

9.3.4 the Customer shall reimburse Solve IT on written demand for any costs, losses, claims, fines or damages sustained or incurred by Solve IT arising directly or indirectly from the Customer Default or any suspension of the Services arising from the Customer Default.

Charges and Payment

10.1 The price for Goods and/or Services shall be the price set out in the Order Form or, if no price is quoted, the price set out in Solve IT’s published price list as at the date of delivery.

10.2 The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid by the Customer when it pays for the Goods.

10.3 The price of the Services is exclusive of all expenses reasonably incurred by the individuals whom Solve IT engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Solve IT for the performance of the Services, and for the cost of any materials, which Solve IT shall be entitled to charge the Customer for.

10.4 Solve IT reserves the right to increase its standard daily fee rates for the charges for the Services, Solve IT gives the Customer written notice of any such increase 30 days before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify Solve IT in writing within 30 days of the date of Solve IT’s notice and Solve IT shall have the right without limiting its other rights or remedies to terminate the Contract by giving written notice to the Customer.

10.5 In respect of Goods, Solve IT shall invoice the Customer on or at any time after completion of delivery. In respect of Services, Solve IT shall invoice the Customer on a monthly basis in arrears.

10.6 The Customer shall pay each invoice submitted by Solve IT within 14 days of the date of the invoice into a bank account nominated in writing by Solve IT by either:

10.6.1 debit card; or

10.6.2 credit card.

10.7 In the event the Customer elects to pay by credit card, Solve IT reserves the right to retain the Customer’s credit card details and use such details for the payment of all Solve IT invoices as they become due during the Term.

10.8 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by Solve IT to the Customer, the Customer shall, on receipt of a valid VAT invoice from Solve IT, pay to Solve IT such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.

10.9 If the Customer fails to make any payment due to Solve IT under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 2% per annum above the National Westminster Bank’s base rate from time to time. 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.

10.10 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. Solve IT may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Solve IT to the Customer.

10.11 Solve IT reserves to right to introduce and include service and delivery charges applicable to any products and services supplied by Solve IT. Service and maintenance package charges are priced and supplied by Solve IT and the customer will be given 30 days’ notice to opt out of said packages, after which time the specified charges will apply.

10.12 Solve IT reserves the right to introduce and apply a monthly charge to all Customers who chose not to pay by Direct Debit.

10.13 The Company reserves the right to charge interest on overdue monies at the rate of 8% per annum above the bank base rate and varied from time to time. In addition, if the Customer defaults on payment the Company reserves the right to place the matter in the hands of their debt recovery agents, without prior warning in writing, and shall be entitled to a full reimbursement of any fees or disbursements paid to the debt recovery agent to aid recovery of monies outstanding to the Company.

10.14 You agree to pay us all charges in accordance with this Agreement on the basis of usage data that we provide. You acknowledge that we may also charge you certain one-off charge and/or export fees , such as when you request a variation to the services, and we are liable to pay cancellation costs charged by third party suppliers, and/or a termination fee if you tell us you want to terminate this Agreement before the expiry of the Minimum Term or any Subsequent Term. You agree to pay such one-off charges and/or export fees on demand. 

Intellectual Property Rights

11.1 All IPR in, or arising out of, or in connection with, the Services shall be owned by Solve IT, including Supplier Materials.

11.2 The Customer acknowledges that, in respect of any third party IPR in the Services, the Customer’s use of any such IPR is conditional on Solve IT obtaining a written licence from the relevant licensor on such terms as will entitle Solve IT to licence such rights to the Customer.

Confidentiality

A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 12 shall survive termination of the Contract.

Limitation of Liability

13.1 Nothing in these Conditions shall limit or exclude Solve IT’s liability for:

13.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or

13.1.2 fraud or fraudulent misrepresentation.

13.2 Subject to clause

13.1:

13.2.1 Solve IT shall under no circumstances whatsoever be liable to the Customer, whether in contract, delict, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profits, loss of anticipated savings, loss and/or corruption of data or any indirect or consequential loss arising under or in connection with the Contract; and

13.2.2 Solve IT’s total aggregate 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 be the total amount paid by the Customer for the Goods and Services supplied under the Contract and in no circumstances shall exceed £50,000 (FIFTY THOUSAND POUNDS STERLING).

13.3 For the avoidance of doubt, Solve IT shall under no circumstances be liable to the Customer for any alternative supplier’s charges, irrespective of whether the Customer has appointed the alternative supplier due to a failure of the Goods and/or Services or for any other reason.

13.4 This clause 13 shall survive termination of the Contract.

Suspension of Services

14.1 Solve IT may at its sole discretion upon giving written notice to the Customer elect to suspend the supply of Services and/or all further deliveries of Goods under the Contract or any other contract between the Customer and Solve IT until further notice in the event:

14.1.1 of Customer Default (as defined in clause 9.3);

14.1.2 Solve IT is entitled to terminate the Contract in accordance with clause 15;

14.1.3 Solve IT is obliged to comply with an order, instruction, or request of the UK Government, an emergency services organisation, a provider of telecommunications or network establishing services or any other competent administrative authority; or

14.1.4 Solve IT is required to carry out emergency works to the network or any equipment installed at the Customer’s premises for the purposes of the provision of the Services as appropriate.

14.2 In accordance with clause 9.3.4, where Solve IT suspends the supply of Services and/or all further deliveries of Goods as a consequence of Customer Default, the Customer shall reimburse Solve IT for any costs, losses, claims, fines or damages sustained or incurred by Solve IT arising directly or indirectly from such suspension.

14.3 For the avoidance of doubt, Solve IT’s decision to suspend the supply of Services and/or all further deliveries of Goods under this clause 14 shall not prevent Solve IT from terminating the Contract.

Termination

15.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:

15.1.1 the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing to do so;

15.1.2 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debtor;

15.1.3 an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);

15.1.4 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 15.1.2 or clause 15.1.3;

15.1.5 the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business;

15.1.6 the other party’s financial position deteriorates to such an extent that in Solve IT’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or

15.1.7 any licence, agreement, permission or consent which may be required for the Services is revoked or ceases to have effect, which for the avoidance of doubt includes any automatic dialler hire agreement or any licence which permits the Customer to operate its own telecommunications system.

15.2 Without limiting its other rights or remedies, Solve IT may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.

15.3 On termination of the Contract for any reason:

15.3.1 the Customer shall immediately pay to Solve IT all of Solve IT’s outstanding unpaid invoices and interest;

15.3.2 Solve IT shall submit an invoice, which shall be payable by the Customer immediately on receipt;

(a) in respect of Services supplied but for which no invoice has yet been submitted; and

(b) in respect of Services which Solve IT had contracted to provide during the remainder of the Term and would have provided had the Contract not been terminated (“Remaining Services”) but only in the case of termination by Solve IT pursuant to Clauses 15.1 or 15.2;

15.3.3 the Customer shall reimburse Solve IT for any Incentives that have been paid over the Term;

15.3.4 the Customer shall return all of Solve IT Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then Solve IT may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;

15.3.5 the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and

15.3.6 clauses which expressly or by implication have effect after termination shall continue in full force and effect.

15.4 The amount mentioned in clause

15.3.2(b) to be invoiced by Solve IT for Remaining Services shall be calculated by multiplying:

15.4.1 the number of months between the termination of the Contract and the expiry of the Term; and

15.4.2 the average monthly amount invoiced by Solve IT for the Services.

Force Majeure

16.1 For the purposes of this Contract, “Force Majeure Event” means an event beyond the reasonable control of Solve IT including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Solve IT or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

16.2 Solve IT shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

16.3 If the Force Majeure Event prevents Solve IT from providing any of the Services and/or Goods for more than four weeks, Solve IT shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.

General

17.1 Assignation and other dealings

17.1.1 Solve IT may at any time assign, transfer, mortgage, charge, subcontract, or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third-party.

17.1.2 The Customer shall not, without the prior written consent of Solve IT, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.

17.2 Notices

17.2.1 Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally or sent by prepaid first-class post or other next working day delivery service, or by commercial courier.

17.2.2 A notice or other communication shall be deemed to have been received:

(a) if delivered personally, when left at the address referred to in clause 17.2.1;

(b) if sent by pre-paid first class post or other next working day delivery service, 72 hours after posting; or

(c) if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed.

17.3 Severance If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

17.4 Waiver

A waiver of any right under the Contract or law is only effective if it is in writing, and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its 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.

17.5 No partnership or agency

Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

17.6 Third parties

A person who is not a party to the Contract shall not have any rights to enforce its terms.

17.7 Variation

Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by Excel.

17.8 Governing law

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with Scots law.

17.9 Jurisdiction

Each party irrevocably agrees that the Scottish courts shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).

Duration

This agreement shall come into force and effect on the date the Contract is signed. The contract period will start on the Connection Date and shall continue unless terminated by you or us in accordance with this Agreement. Following the initial Contract Period, this Agreement shall automatically renew for consecutive periods of one (1) year unless you have notified us of your intention to terminate this Agreement by giving us at least ninety (90) clear days prior written notice sent by Recorded Delivery Post to our place of business at Solve IT House, Parkway Court, 291 Springhill Parkway, Glasgow Business Park, Glasgow G69 6GA, such notice to expire at the end of the Contract Period or at the end of each subsequent one (1) year term.