1. This Agreement

 

(a) In these terms and conditions, the following definitions are used:

 

“Altiatech” means Altiatech Limited and any other company within the Altiatech group of companies with whom an Order is placed.

 

“Confidential Information” is as defined in clause 11.

 

“Customer” means the person or company who places an Order under these terms and conditions with Altiatech, either on its own behalf or for the purpose of reselling the Products to an end customer. 

 

“Data Protection Laws” means all applicable data protection and privacy legislation in force from time to time in the United Kingdom including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426), as amended and replaced from time to time.

 

“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sell for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

 

“Location” means any physical site Altiatech staff are assigned to for the provision of Products.

 

“Order” means an order for the supply of specific Products by Altiatech to the Customer, agreed in accordance with clause 1(d) below.

 

“Parties” shall refer to Altiatech and the Customer. 

 

“Products” means goods and/or services provided by Altiatech under this Agreement, including Third Party Products.

 

“Quote” means the quote or order form, plus any scope of work document, proposal and/or supplementary documents provided by Altiatech to the Customer. In the event that none of these documents are provided to the Customer, then the invoice shall be deemed to be the Quote.

 

“Services” means services provided by Altiatech under this Agreement, other than where a service is a Third Party Product (subject to clause 1(e) (iii)).

 

“Schedule” means service-specific terms and conditions to apply between Altiatech and the Customer in relation to an Order or part thereof.

 

“Software” is as defined in clause 7(c).

 

“Third Party Products” means goods and/or services provided by Altiatech under this Agreement, which are subject to terms and conditions of third party providers, as set out in clause 1(e). “Controller”, “Processor”, “Data Subject”, “Personal Data”, “Personal Data Breach”, “processing” and “appropriate technical and organisational measures” are as defined in the Data Protection Laws.

 

(b) These terms and conditions, including any applicable Schedules hereto, together with the details in the Order and any additional Products agreed in accordance with clause 5(c), and any third party provider terms applicable between Altiatech and the Customer, constitute the whole agreement between Altiatech and the Customer for the sale and/or supply by Altiatech of the relevant Products under the Order (this “Agreement”) and supersede any previous arrangement, understanding or agreement between them relating to the Products, including but without limitation any Customer purchase order terms issued in relation to the Products, which shall not apply to this Agreement.

 

(c) Where there is a conflict between the order form and any other document forming part of the Quote, the provisions of the order form shall prevail. Where any terms in the Order conflict with these terms and conditions, including any applicable Schedules hereto, the terms of the Order shall prevail. In the event that the parties agree a Master Services Agreement, the terms of such Master Services Agreement shall prevail over the Quote and all other documents forming part of this Agreement.

 

(d) The Customer may accept of a Quote provided to them by Altiatech for specific Products in one of the following ways:

 

i. email confirmation of acceptance to Altiatech;

ii. acceptance of the Quote online;

iii. provision of a purchase order to Altiatech;
iv. use by the Customer of any Products;

v. payment by the Customer of an invoice from Altiatech, or an undertaking by the Customer to pay an invoice from Altiatech, in relation to any Products,

 

any of which shall constitute an Order on the basis of such Quote and acceptance of these terms and conditions.

 

(e) The Quote provided by Altiatech shall specify which of the Products are Third Party Products and therefore subject to terms and conditions of third party providers. In relation to each Third Party Product, terms and conditions of the third party provider shall apply in one of the following ways:

 

i. the Customer may be required by the third party provider to agree to the third party provider’s terms directly when registering the Third Party Product, in which case the Third Party Product shall be provided directly to the Customer by the third party;

ii. Altiatech may provide the Customer with third party terms and conditions in the form of a three-way contract between the third party provider, Altiatech and Customer, which the  Customer must accept;

or iii. if neither 1(e)(i) nor 1(e)(ii) above apply, the third party provider’s terms in relation to the Third Party Product shall be deemed to apply as between Altiatech as the provider and the Customer as the customer, except to the extent to which the third party provider’s terms would impose obligations on Altiatech which are more onerous than under this Agreement in which case the corresponding terms of this Agreement shall apply (and in the event that the relevant Third Party Product is a service, it shall be deemed a Service under this Agreement), in each case except in relation to any payment terms which shall be replaced by the payment terms under this Agreement.

 

(f) Except as set out in clause 1(e) above, the Products are supplied by Altiatech upon and subject to the express terms and conditions contained herein and/or any Schedules, and all other conditions, warranties and representations, express or implied and statutory or otherwise, except as to title (where applicable), are, to the fullest extent permitted by law, hereby excluded from this Agreement.

 

(g) No variation, cancellation or waiver of this Agreement shall be valid unless agreed in writing by Altiatech and signed by a registered director of Altiatech.

 

(h) The headings are inserted for convenience only and shall not affect the construction of these terms and conditions.

 

 

2. Cancellation of Orders and Termination

 

(a) Altiatech reserves the right, without prejudice to any other remedy, to cancel any uncompleted Order, terminate this Agreement and/or to suspend delivery or provisions of the Products in the event of any of the Customer’s commitments and obligations under this Agreement with Altiatech not being met (including but not limited to any refusal or failure by the Customer to make payment of any sums due to Altiatech) or in the event of the insolvency or change of control of the Customer. 

 

(b) If an Order is cancelled and/or the Agreement terminated by Altiatech as set out in clause 2(a) above, or is cancelled by the Customer, then the Customer shall indemnify Altiatech against all loss, costs (including the cost of all labour and materials used and overheads incurred), damages, charges and expenses arising out of the Order and the cancellation thereof and/or the termination of this Agreement.

 

(c) In the event that the Customer wishes to return goods other than in respect of damage, defects or faulty workmanship, then the Customer may return the goods within 28 days subject to:

 

i. the goods still being of merchantable quality and in the condition and packaging in which they were supplied;

ii. payment of reasonable carriage fees; and

iii. payment of restocking fees of up to 50% of the price of the relevant goods,

 

and Altiatech will make the appropriate refund. Altiatech may offset amounts owing under (ii) and (iii) above against such refund.

 

(d) Cancellation of any Service(s) or any part thereof by the Customer must be confirmed in writing to the relevant Altiatech contact and a charge will be made based on the following scale:

 

i. 16 or more working days 0%

ii. 11-15 working days 25%

iii. 6-10 working days 50%
iv. 1-5 working days 100%

(e) On termination of this Agreement or cancellation of an Order for any reason, all rights of the

Customer under this Agreement shall cease, the Customer shall immediately pay all sums payable to Altiatech under this Agreement and outstanding prior to the date of termination and each Party shall return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other Party.

 

(f) If an Order (or additional Products agreed under clause 5(c)) includes the provision for a fixed period of one or more regular services (including but not limited to line rental and/or software licence subscriptions), on termination of this Agreement or cancellation of that Order (or the relevant part thereof) either by Altiatech as set out in clause 2(a) above or by the Customer, the fee for the remainder of the fixed period shall be immediately payable to Altiatech.

 

(g) The accrued rights of the Parties as at termination or cancellation, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination shall not be affected or prejudiced.

 

 

3. Prices, Costs and Expenses

 

(a) Whilst every endeavour has been made to ensure the accuracy of the prices quoted to the

Customer by Altiatech no responsibility can be accepted for any errors or omissions. All pricing is net of VAT and is valid for seven days or as stated and is subject to change without notice.

 

(b) Save where and to the extent specified otherwise in the Order, all pricing excludes any additional third party products and services that may be required and, unless otherwise specified in writing by Altiatech, also exclude delivery charges.

 

(c) The Products and pricing are based on the information provided to Altiatech by the Customer and are set on a time and materials basis. Altiatech believes the estimates to be correct with the information it has at the date of Quote. If, however, further service time and/or days are required to cover additional work, Altiatech and the Customer will agree to these costs before proceeding. Any further days will be charged at the agreed rate.

 

(d) In the event of any suspension of work and/or delay in delivery of Products through the Customer’s instructions or lack of instructions or required assistance Altiatech reserves the right to recover any extra expense and costs thereby incurred by Altiatech from the Customer and these shall be payable by the Customer upon receipt of Altiatech’s invoice for such expenses and costs. Reasonable out of pocket expenses including any travel expenses to the Customer’s premises are payable in addition to the cost of the consultancy and/or training. Mileage will be charged at Altiatech’s then standard rates.

 

(e) The final charges set out in the Order and/or its acceptance by Altiatech will be payable for the Products in accordance with such Order and this Agreement.

 

 

4. Payment

 

(a) All accounts and charges are payable within 14 days of invoice, unless otherwise agreed in writing by Altiatech and payment on time of all charges due to Altiatech under this Agreement is an essential condition of this Agreement. If Altiatech has not received payment of the charges or any other sums due under this Agreement from the Customer by the due date, and without prejudice to any other rights of Altiatech, interest shall accrue on such overdue amounts at the rate of four per cent (4%) over the base lending rate of Lloyds Banking Group Plc, commencing on the due date and continuing until fully paid. In the event that the Customer delays, fails, refuses and/or cancels payment of any of the charge (or any other sums due to Altiatech by the Customer under this Agreement), Altiatech shall have the right to suspend supply of the Products.

 

(b) Except as set out in clause 4(d) below, Altiatech is able to accept payment by BACS or by lease arrangement.

 

(c) Except as set out in clause 4(d) below, Altiatech is able to accept payments via third party payment processors, provided that any charges in relation thereto are paid by the Customer.

 

(d) Payment by the Customer for regular services (including but not limited to line rental, software licence subscriptions) shall be in advance by Direct Debit unless otherwise approved in writing by Altiatech. For such services, Altiatech is also able to accept payment by BACS, via a third party payment processor, or by lease arrangement, subject to a £5 charge per invoice.

 

(e) If, in Altiatech’s judgement, the Customer’s financial condition does not justify the terms of payment agreed with Altiatech (including but not limited to the Customer having accepted a Quote but not provided a purchase order within a reasonable time), Altiatech shall notify the Customer of its intention to cancel any unfulfilled or partially unfulfilled Orders. Unless the Customer immediately pays for any Products delivered, pays in advance for all Products ordered but not delivered, or both, at Altiatech’s option, such unfulfilled or partially unfulfilled Orders shall be cancelled. In the event of the cancellation of a partially unfulfilled Order, the Customer shall remain liable to the extent the Order had been fulfilled.

 

 

5. Provision of Products

 

(a) Products shall only be provided by Altiatech when the Customer has provided a signed purchase order, unless otherwise agreed by the parties in writing.

 

(b) Altiatech shall perform the Services with reasonable skill and care consistent with the standards and practices to be expected of a reputable provider of IT services.

 

(c) Altiatech shall only provide additional Products to the Customer where it agrees with the Customer to do so in writing (which may be by email). Any such Products will be charged to and paid for by the Customer in addition to the original charges and in accordance with Altiatech’s standard rates in force from time to time and/or as agreed in writing by the Parties prior to provision of any such additional Products.

 

(d) The Customer acknowledges and agrees that the provision of the Products is dependent upon the co-operation and assistance of the Customer and that, in the event of any delays in the Customer’s provision of such assistance as is reasonably necessary and/or as has been agreed in writing by the Parties, Altiatech may adjust any timetable or delivery schedule set out in this Agreement as reasonably necessary, including but without limitation, the date on which any services are to commence or be completed.

 

(e) The Customer acknowledges that in the provision of the professional services, Altiatech is not providing legal, financial, tax, accounting or other professional advice.

(f) The Customer acknowledges that the provision of strategic advice is for general, indicative and advisory purposes only and is based on the assumptions and information available to Altiatech at the time the advice is given and so no responsibility or liability can be taken by Altiatech for any loss or damage caused to the Customer in reliance on that strategic advice.

 

(g) Altiatech will comply with the Customer’s policies that are provided by the Customer in writing to Altiatech in advance and agreed in writing by Altiatech, including but without limitation those that apply to persons who are allowed access to the applicable Customer’s Locations and any health and safety requirements in relation to such persons/access, such policies not to restrict Altiatech’s ability to provide the Services in accordance with this Agreement.

 

(h) In order to ensure Altiatech is able to provide the Products in accordance with this Agreement, the Customer shall provide Altiatech with: all necessary co-operation in relation to the subject matter of the Agreement including but not limited to such personnel assistance as may be reasonably requested by Altiatech from time to time; all necessary access to such premises, information and Customer’s equipment as may be reasonably required by Altiatech to perform the Services; security access information and software interfaces to the Customer’s data and other business applications in order for Altiatech to perform the Services; details of any and all restrictions or requirements for the conduct of Altiatech’s personnel while on the Customer’s premises, including but not limited to any health and safety requirements; and anything else that the Parties agree in writing as being necessary to perform or enable the provision of the Products.

 

(i) The Customer will further ensure that Altiatech’s personnel who attend the Customer’s Locations shall be provided with safe and secure working conditions and environment and in compliance with all health and safety laws and regulations (or relevant equivalent).

 

(j) There shall be deemed to be no failure on the part of Altiatech to supply the Products where Altiatech can reasonably establish that such failure to provide the Products was as a result of matters beyond Altiatech’s reasonable control, including but without limitation any cause attributable to acts, omissions and/or failings of the Customer or other third party.

 

 

6. Delivery, Risk and Warranty

 

(a) Any times for dispatch and/or delivery of goods are to be treated as estimates only. Whilst every reasonable effort will be made to meet these estimated dispatch and/or delivery times, Altiatech shall not be liable in any manner whatsoever for failure to dispatch and/or deliver goods within the time quoted.

 

(b) The risk of loss and/or damage to goods supplied by Altiatech shall pass to the Customer upon delivery of such goods to the Customer or other person to whom Altiatech has been authorised by the Customer to deliver the goods whether expressly or by implication. Altiatech shall not be liable for the care, condition or safety of the goods thereafter (and accordingly the Customer should insure the goods against such risks as may be commercially prudent) from such time.

 

(c) Any damage to goods in transit should be notified to the carrier and Altiatech within twenty-four

(24) hours of receipt by the Customer of the goods and all packing and contents are to be held by the Customer for inspection. If the goods are not received by the Customer within seven days of the date of invoice (or such longer period as set out in the Quote) the Customer should immediately inform the carrier and Altiatech.

 

(d) In the case of defects or faulty workmanship in goods or any parts thereof supplied but not manufactured by Altiatech, the Customer may be entitled to a refund, subject to return of the faulty goods to Altiatech but shall not be entitled to receive any greater benefit hereunder than shall be received by Altiatech under any guarantee or warranty given to the Customer and/or Altiatech by the manufacturers or suppliers thereof.

 

 

7. Title in goods

 

(a) Notwithstanding the provisions of clause 6(b) above, the ownership of goods (where such ownership originally rests with Altiatech) shall remain with Altiatech, (which reserves the right to dispose of them) until payment in full for all goods under the relevant contract between the Customer and Altiatech has been received by it in accordance with the relevant terms.

 

(b) If payment for goods is overdue in whole or in part and/or immediately upon the commencement of any act or proceeding in which the Customer’s solvency is involved, Altiatech may (without prejudice to any of its other rights and remedies) recover or resell the goods or any of them and may enter upon the Customer’s premises by its servants or agents for that purpose. If any goods provided under this Agreement are incorporated in or used as materials for other goods, before such payment the ownership in the whole of such other goods shall be and remain with Altiatech until payment has been made for the goods or the other goods have been sold as aforesaid and all Altiatech’s rights hereunder in the manner shall extend to those other goods.

 

(c) Where and to the extent that the goods comprise any computer software applications or programs (“Software”), the Customer acknowledges and agrees that (i) no title in the relevant Software will pass to the Customer from Altiatech under this Agreement and (ii) it is the Customer’s sole responsibility to ensure that it is and will remain properly and legally licensed to use the Software and any other software used with the Software by the relevant owner of the rights in and to the Software and/or such other software.

 

 

8. Insurance

 

(a) Altiatech shall effect and maintain with a reputable insurance company a policy or policies providing an adequate level of cover for professional indemnity insurance and public liability insurance and the Customer shall effect and maintain with a reputable insurance company a policy or policies of insurance providing an adequate level of cover in respect of all risks which may be incurred including death or personal injury, loss of or damage to property in relation to Altiatech’s staff or contractors while on the Customer’s premises and in relation to the Customer’s and/or Altiatech’s equipment used at to the Customer’s Locations.

 

(b) Each Party shall give the other Party, within 5 Working Days of a written request, copies of all insurance policies referred to in this Clause or a broker’s verification of insurance to demonstrate that the appropriate cover is in place, together with receipts or other evidence of payment of the latest premiums due under those policies.

 

 

 

 

 

9. Intellectual Property Rights

 

The Customer acknowledges and agrees that the ownership and rights in all of the Intellectual Property Rights of Altiatech (including but without limitation those in and relating to the Services) and any third party remain with Altiatech and such third party respectively and that no Intellectual Property Rights of Altiatech and/or any third party shall pass to the Customer under this Agreement in any way or for any purpose.

 

 

10. Data Protection

 

(a) Both parties will comply with all applicable requirements of the Data Protection Laws. This clause 10 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Laws.

 

(b) The parties acknowledge that for the purposes of the Data Protection Laws, the Customer is the Controller and Altiatech is the Processor. 

 

(c) The details of Altiatech’s processing are as follows:

 

Types of Personal Data

User details, and any other personal data stored on Customer systems

 

Categories of Data Subject

Customer personnel, suppliers and customers, any other data subjects whose personal data may be stored on Customer systems

Scope of processing

To the extent necessary to provide Services to the Customer

Nature of processing

Accessing, adding or removing users, service migration, any other processing requested by the Customer

Purpose of processing

To provide Services to the Customer (e.g. through monitoring or providing remote assistance, or to comply with specific requests by the Customer)

Duration of processing

For such period is necessary to provide the relevant element of the Services

   

(d) Without prejudice to the generality of clause 10(a), the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of Personal Data to Altiatech and/or lawful collection of the Personal Data by Altiatech on behalf of the Customer for the duration and purposes of this Agreement.

 

(e) Without prejudice to the generality of clause 10(a), Altiatech shall, in relation to any Personal Data processed in connection with the performance by Altiatech of its obligations under this Agreement:

 

i. process that Personal Data only on the documented written instructions of the Customer unless Altiatech is required by applicable law to otherwise process that Personal Data. Where Altiatech is relying on applicable law as the basis for processing the Personal Data, Altiatech

shall promptly notify the Customer of this before performing the processing required by applicable law unless the applicable law prohibits Altiatech from so notifying the Customer;

ii. ensure it has in place appropriate technical and organisational measures, reviewed and approved by the Customer;

iii. ensure that all personnel who have access to and/or process the Personal Data are obliged to keep the Personal Data confidential;

iv. only transfers Personal Data outside of the United Kingdom or European Economic Area subject to appropriate safeguards (for example under the standard contractual clauses approved by the European Commission);

v. assists the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

vi. notify the Customer without undue delay on becoming aware of a Personal Data Breach;

vii. at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the Agreement unless required by applicable law to store the

 Personal Data; and viii.   maintain complete and accurate records and information to demonstrate its compliance with this clause 10.

 

(f)  The Customer hereby consents to Altiatech transferring Personal Data outside of the United Kingdom or European Economic Area subject to clause 10(e)(iv) above.

 

(g) The Customer hereby consents to Altiatech transferring Personal Data to third party processors, subject to a written agreement incorporating terms which are substantially similar to those set out in this clause 10. As between the Customer and Altiatech, Altiatech shall remain fully liable for all acts or omissions of any third party processor appointed by it pursuant to this clause 10.

 

 

11. Confidentiality

 

(a) For the purposes of this Agreement “Confidential Information” means all business, commercial, personnel and other confidential information relating to the business and operation of one Party (the “Disclosing Party”), its employees, transactions or finances, whether specifically identified as confidential by such Party or not which is provided to the other Party (the “Receiving Party”).

 

(b) Each Party agrees that the Confidential Information of the other Party will be used solely for the purposes of this Agreement, that they will not disclose or divulge or allow to be disclosed or divulged such Confidential Information of the other except on a need-to-know basis to those employees, contractors, representatives and advisers of the Receiving Party for the purposes of this Agreement or to persons previously approved in writing by the Disclosing Party.

 

(c) These confidentiality undertakings, restrictions and obligations imposed shall not apply to information which:

i. is or becomes publicly known other than through any act or omission of the Receiving Party;
ii. was in the Receiving Party’s lawful possession before its disclosure by the Disclosing Party;
iii.  is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure;
iv. is independently developed by the Receiving Party, which independent development can be shown by written evidence; and/or 
v. accordance with any applicable law, legislation, or regulation.

(d) The Receiving Party agrees it will return or, at the Disclosing Party’s request, destroy, all

Confidential Information of the Disclosing Party and any copies (including any extracts thereof and any computer or other records) promptly at the earlier of the Disclosing Party’s request at any time or the expiration or earlier termination of this Agreement.

(e) In the event the parties have already entered into a non-disclosure agreement, that non-disclosure agreement shall continue to apply provided that the obligations on the Customer thereunder are no less onerous than under this clause 11.

 

(f)  These confidentiality provisions shall survive termination of this Agreement, however arising and shall continue for a period of three years from the date the goods have been delivered and/or the Services have been completed, whichever is later.

 

 

12. Force Majeure

 

Altiatech shall not be responsible for non-performances in whole or in part of its obligations nor under any liability to the Customer in respect thereof if such non-performance is due to acts of God, war, insurrection, Government regulations, embargoes, strikes, labour, disputes, illness (including epidemic and pandemic), flood, fire, tempest or any other cause beyond the control of Altiatech.

 

 

13. Liability, Consequential Loss and Damage

 

(a) Except as expressly and specifically provided in this Agreement the Customer assumes sole responsibility for results obtained from the use by the Customer of the Products including any results obtained through the use of Software and the Services, and for conclusions drawn from such use. Altiatech shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Altiatech by the Customer in connection with the Services, or any actions taken by Altiatech at the Customer’s direction.

 

(b) Nothing in this Agreement limits or excludes the liability of either Party for death or personal injury caused by such Party’s negligence; for fraud or fraudulent misrepresentation; or for any other liability which cannot legally be limited or excluded.

 

(c) Altiatech shall not be liable to the Customer for any loss of profits, loss of anticipated savings, loss of sale or business, loss of agreements or contracts, business interruption, loss of or damage to goodwill, loss of use or corruption of software, data or information, and/or similar losses or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising.

 

(d) The liability of Altiatech to the Customer in relation to Products that are equipment/goods (including but not limited hardware and software) is limited to enforcement of the manufacturer’s product warranties relating to such Products.

 

(e) Altiatech’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to an amount equivalent to the charges paid under this Agreement.

 

(f) Save as herein expressly provided Altiatech shall not be liable for any loss or damage of whatsoever nature or to whomsoever caused arising out of the use of Products supplied by it. The Customer shall indemnify Altiatech against all claims made against Altiatech by any third party in respect thereof.

 

 

14. Bribery Act 2010

 

Altiatech shall maintain adequate procedures under the Bribery Act 2010 and shall not engage in any activity, practice or conduct which would constitute an offence under that Act. Altiatech shall impose equivalent obligations on any person associated with Altiatech in connection with this Agreement. Breach of this clause shall be deemed a material breach of this Agreement.

 

 

15. General

 

(a) If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the Parties.

 

(b) Unless otherwise expressly stated, nothing in these terms and conditions shall create any rights or any other benefits whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise in favour of any person other than the Customer and Altiatech.

 

(c) Altiatech shall have the right to, at any time, set off any of its liability to the Customer against any liability of the Customer to it, whether under this Agreement or otherwise. The Customer shall have no right of set off in relation to sums owed and obligations due to Altiatech.

 

(d) The Customer may not assign, transfer, charge, or deal in any other manner with all or any of its rights or obligations under this Agreement, unless otherwise agreed in writing by Altiatech. In the event the business of the Customer is purchased by a third party, the Customer shall use its best endeavours to ensure that this Agreement is novated to that third party purchaser. Unless the Agreement is novated to such third party purchaser, then the Customer shall be deemed to have terminated the Agreement.

 

(e) This Agreement shall be construed and operate in accordance with English Law and shall be subject to the exclusive jurisdiction of the courts of England.