Terms and Conditions

Background

Exigia Ltd (the “Provider”) provides its business clients with a range of services including information governance and data security consultancy, training, email, data management, web development, website hosting, and website management. These Terms and Conditions shall form the basis of contracts for the provision of services by the Provider to its client “Purchasers” unless the Parties enter into a separate contract.

1. Definitions and Interpretation

  1. In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

    • “Applicable Laws” means all laws, statutes, regulations, and similar instruments from time to time in force applicable to the Parties, the Services, and to the Contract.
    • “Business Day” means any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in England.
    • “Charges” means any and all sums due under the Contract from the Purchaser to the Provider in consideration of the Services.
    • “Confidential Information” means information disclosed to either Party by the other pursuant to or in connection with the Contract.
    • “Contract” means the contract entered into by the Provider and the Client for the provision of Services.
    • “Purchaser” means the Party procuring the Services from the Provider under the Contract.
    • “Services” means the services provided or to be provided by the Provider to the Purchaser in accordance with the Contract, as fully defined in the Specification.

  2. Any reference to “writing”, and any similar expression, includes a reference to any communication sent by email, SMS text, or other form of electronic communication.

2. Basis of Contract

  1. An Order shall constitute a contractual offer by the Client to procure Services from the Provider in accordance with these Terms and Conditions.
  2. An Order shall be deemed to be accepted by the Provider upon the Provider’s issuing its acceptance of that Order in writing.
  3. Upon the Provider’s issuing of written acceptance, a Contract shall come into existence between the Purchaser and the Provider.

3. Provider’s Obligations

  1. The Provider shall provide the Services from the Commencement Date.
  2. The Provider shall ensure that the Services conform to the Specification in all material respects.
  3. The Provider shall provide the Services with reasonable skill and care.

4. Purchaser’s Obligations

  1. The Purchaser shall ensure that all information provided in the Order is complete and accurate.
  2. The Purchaser shall provide any and all Purchaser Materials and make available any Purchaser Equipment required by the Provider to enable the provision of the Services.

5. Charges, Payments and Records

  1. The Purchaser shall pay the Charges as set out in the Order.
  2. The Charges shall include all costs and expenses incurred by the Provider in connection with the provision of the Services.
  3. Payments shall be made within 30 Business Days of receipt of the relevant invoice by the Client.

6. Intellectual Property Rights

  1. The Purchaser shall retain ownership of the Intellectual Property Rights subsisting in any of the Purchaser Materials.

7. Confidentiality

  1. Each Party undertakes to keep confidential all Confidential Information and not to disclose it to others, except as permitted under the terms of the Contract.

8. Law and Policies

  1. The Provider shall comply with the Applicable Laws and Mandatory Policies when performing its obligations under the Contract.

9. Data Protection

Under the Contract, the Purchaser shall be the “Data Controller,” and the Provider shall be the “Data Processor,” responsible for processing personal data as set forth in the Data Protection Legislation.

10. Insurance

The Provider shall maintain professional indemnity and public liability insurance for the term of the Contract and supply the Client with current certificates of insurance upon request.

11. Termination

  1. Either Party may terminate the Contract by giving the other Party 30 days written notice.
  2. Immediate termination can occur in the event of non-payment or a material breach as set forth in the Contract.

12. Miscellaneous Terms

  1. No variation of the Contract shall be effective unless made in writing and signed by the Parties.
  2. Each Party shall bear its own costs incurred in connection with the preparations for the performance of the Contract.

13. Notices

  1. All notices shall be in writing and deemed duly given if signed by a duly authorised officer of the Party.

14. Entire Agreement

The Contract constitutes the entire agreement between the Parties regarding its subject matter.

15. Governing Law

The Contract shall be governed by the laws of England and Wales.