Terms and Conditions

Service Definitions & Limitations
 

STANDARD TERMS & CONDITIONS. Version 2
Effective from 13th June 2011

1.

APPLICATION
1.1 These Standard Terms and Conditions (and all other documents comprising the Agreement) shall apply to all Orders for the provision of the Send4Help Service by Skyguard Limited (registered number 04107459) whose registered office is situated at Skyguard House, 457 Kingston Road, Epsom, Surrey KT19 0DB (the “Supplier”).
1.2 In these Standard Terms and Conditions the “Customer” means the person who has ordered the Send4Help Service from the Supplier and whose order has been accepted by the Supplier.
1.3 The Services under these Standard Terms and Conditions are not provided to Consumers

2.

INTERPRETATION
2.1 The following expressions shall have the following meanings:
Agreement the binding agreement between the Customer and the Supplier relating to the provision of the Send4Help Service;
Business Day a day other than a Saturday or Sunday or public holiday in England and Wales;
Customer Service Centre an online administration facility that allows Customers to Register Users with the Supplier, enter essential User information used in incident management and provide management reports;
Data has the meaning given to it in clause 14.1;
Delivery Address the delivery address (if any) specified in the Agreement, or otherwise agreed between the parties;
Delivery Charges has the meaning given to it in clause 11.1.4;
DPA has the meaning given to it in clause 14.1;
Effective Date the date on which the Equipment is delivered to the Customer;
Enhanced Service subject to clauses 7.4, 13.3 and 16, the ongoing monitoring of the GPS position of particular Users agreed between the Customer and Supplier as being subject to the Enhanced Service, and the provision of such User’s GPS position to the Customer via the Customer Service Centre;
Equipment the equipment provided by the Supplier to the Customer (in accordance with clause 10 or 11) for use in connection with the Send4Help Service, which includes (without limitation) the Personal Safety Devices issued to Users;
GSM global system for mobile communications;
GPS global positioning system;
Intellectual Property Rights all patents, know-how, copyrights, trade or service marks, design rights, and all other intellectual property rights of any kind;
Minimum Period the minimum period stated in the Order;
Order an order for the Send4Help Service setting out certain details of the Send4Help Service (including the price) completed by the Customer on the Send4Help website;
Personal Safety Device any communications and/or positioning device provided by the Supplier to Users in connection with the Send4Help Service;
Registration the process by which the User becomes registered on the Supplier’s system by being paired to his or her Personal Safety Device and where the relevant mandatory fields in the Customer Service Centre are complete (and the terms “Registered” or “Register” shall be construed accordingly);
Renewal Period the renewal period specified in the Order or, if no such period is specified a period equivalent to the period for which payment has been made in advance;
Response Services any or all of the emergency services including, but not limited to, the police, ambulance and fire services, and the Skyguard National Response Service;
Send4Help Service subject to clauses 7.4, 13.3 and 16, the 24/7 alarm management service provided by the Skyguard Incident Management Centre in relation to Users, under which the Supplier processes Signals received by the Skyguard Incident Management Centre and communicates information relating to the Signals (where necessary) to the Response Services, together with the provision of Equipment (where the charges for the Equipment are included in the Service Charge) and/or the Enhanced Service (where such service is included in the Order);
Service Charge has the meaning given to it in clause 5.1;
Signal an alarm or other message sent by a User and received by the Skyguard Incident Management Centre;
Skyguard Incident Management Centre the monitoring centre set up by the Supplier to provide the Send4Help Service
Skyguard National Response Service a fleet of mobile security patrol vehicles operated by a third party service provider that are capable of being contacted by the Supplier if the other Response Services are unable to respond (or it is inappropriate for them to do so);
User any person who has been nominated by the Customer and registered with the Supplier as the user of Equipment;
User Manual the manual provided by the Supplier to the Customer setting out equipment characteristics and functions and details of the User’s responsibilities in relation to the Send4Help Service for dispatch to Users in accordance with clauses 8.1.1 and 8.1.2;
Warranty Period has the meaning given to it in clause 12.1;
Year each period of twelve months from the commencement of the provision of the Send4Help Service.
2.2 References to regulations, statutes or other statutory provisions shall be construed to include references to those regulations, statutes or provisions as amended, re-enacted or modified from time to time and shall include any subordinate legislation under the relevant statute or statutory provision.
2.3 The headings in these terms are for ease of reference only and shall not in any way affect their construction or interpretation.
2.4 Words denoting the singular include the plural and vice versa; words denoting any one gender include all genders and vice versa, and reference to a person shall include an individual, partnership, body corporate and unincorporated association.
2.5 References to any party shall include its personal representatives lawful successor in title and permitted assigns;
2.6 The words and phrases “other”, “including” and “in particular” shall not limit the generality of any preceding words or be construed as being limited to the same class as the preceding words where a wider construction is possible.

3.

ORDERS AND CONTRACTS
3.1 No Agreement shall exist unless and until the Order for the Send4Help Service has been accepted by the Supplier and a confirmation e-mail has been sent to the Customer.
3.2 The Agreement shall comprise the Order and these Standard Terms and Conditions. The Supplier shall provide, and the Customer shall purchase, the Send4Help Service in accordance with the Agreement, and the terms of the Agreement shall apply to the exclusion of any other terms and conditions of the Customer.
3.3 Unless otherwise stated herein, no variation of the Agreement shall be effective unless it is made in writing or e-mail and has been confirmed in writing or e-mail by the Supplier. For the purposes of this clause, the expression “variation” includes any supplement, deletion or replacement however effected.
3.4 Any typographical, clerical or other error or omission in any sales literature, price list, invoice or other document or information issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.
   
PART 1 - THE SEND4HELP SERVICE

4.

SEND4HELP SERVICE
4.1 The Supplier shall provide the Send4Help Service to the Customer in accordance with the terms of this Agreement. The Send4Help Service shall be provided by the Supplier to the Customer in relation to each User once Registration has been completed for that User.
4.2 Subject to clause 4.3, the Send4Help Service shall be provided (in respect of any Users that are Registered at the relevant time) by the Supplier to the Customer from the date of the first Registration until the end of the Minimum Period, and shall thereafter renew automatically at the start of each Renewal Period.
4.3 Either party shall be entitled to terminate the Agreement at the end of the Minimum Period or at the end of a Renewal Period by giving not less than 30 days prior notice in writing or by e-mail to the other party.
4.4 The Customer may terminate the Agreement within 7 Business Days of the Effective Date by notifying the Supplier by e-mail and returning the Equipment at the Customer’s cost to Skyguard Limited, 457 Kingston Road, Epsom, Surrey, KT19 0DB.
4.5 In the event that the Customer purchases any rights to software as part of the Send4Help Service, the purchase shall be subject to the terms of this Agreement and any other terms that apply to such software.

5

SERVICE CHARGE/PRICE
5.1 The Customer shall pay to the Supplier the initial fees and monthly service charge (the “Service Charge”) specified in the Order in respect of the Send4Help Service.
5.2 The Supplier reserves the right to vary the Service Charge payable for Renewal Periods by giving notice to the Customer within such time that will enable the Customer to exercise its option to terminate the Agreement under clause 4.3 if it does not wish to accept the change.

6

TERMS OF PAYMENT
6.1 Unless otherwise agreed, the Customer shall make all payments to the Supplier by credit or debit card. Payment shall be due in pounds sterling and will be charged automatically to the Customer’s credit or debit card. The Supplier shall be entitled to invoice for the Service for each Renewal Period in advance.
6.2 The Customer shall pay any airtime charges in excess of the amount included within the Service Charge, and the Supplier shall be entitled to invoice such amounts (which shall be payable in accordance with this clause 6) at any time.
Airtime charges will be limited to £100 per month. In the event of airtime charges exceeding the monthly limit, the SIM card will be automatically disabled. The customer will be notified by email or telephone and required to pay the excess charges in order to reactive the SIM card.
6.3 The Service Charge and any other payments invoiced by the Supplier shall be inclusive of any applicable value added tax (and shall be payable by the Customer subject to receipt of a valid VAT invoice) and of all other duties, imposts and levies. In the event that the applicable rate of value added tax changes during the Minimum Period and any Renewal Period the Supplier may adjust the Service Charge accordingly.
6.4 If the Customer fails to make any payment when due, without affecting any other rights which it may have, the Supplier shall be entitled to exercise all or any of the following rights:
6.4.1 suspend the provision of Send4Help Service until paid;
6.4.2 deduct outstanding sums from any sums owed by the Supplier to the Customer under the Agreement or otherwise;
6.4.3 charge interest on the overdue amount at the rate of 5% per annum above the Bank of England base rate.
6.5 The Customer may not for any reason withhold, make deduction from, set off against or make abatement of any payment due to the Supplier.
6.6 The time of payment of the price shall be of the essence of the Agreement

7

SUPPLIER’S RESPONSIBILITIES
7.1 The Supplier shall provide the Send4Help Service with due care and skill using appropriately trained and qualified personnel, and to such standard as may reasonably be expected from a service provider operating in the Supplier’s market and providing services of a type and kind as the services supplied under the Agreement;
7.2 Subject to clause 13.3.5 and clause 16, the provision of the Send4Help Service shall involve the communication of information to the Response Services on land in United Kingdom and Northern Ireland (excluding the Isle of Man), where communication is deemed reasonably necessary.
7.3 The Supplier shall cancel any SIM card as soon as reasonably practicable after being notified by the Customer of any loss or damage to a SIM card under clause 8.1.5.
7.4 The Supplier shall not be responsible for:
7.4.1 ensuring that the communication referred to in clause 7.2 shall be acted upon by the Response Services, nor that the Response Services shall appear at a User’s location in time; and
7.4.2 communicating information from Signals sent anywhere other than on land in Great Britain (excluding the Isle of Man), and the Supplier shall have no liability whatsoever (however arising) arising out of or in connection with such matters.

8

CUSTOMER’S RESPONSIBILITIES
8.1 The Customer shall:
8.1.1 provide each User with a copy of the User Manual prior to their Registration;
8.1.2 notify each User of any amendments or updates to the User Manual immediately on receipt of a notification of such amendments or updates from the Supplier;
8.1.3 use all reasonable endeavours to procure that Users comply with the User Manual and the Standard Terms and Conditions and are aware of their responsibilities to keep the Equipment fully functional with batteries appropriately charged; and
8.1.4 Register and maintain complete and accurate details of Users, the Equipment with which Users are paired, and the mandatory fields in the Customer Service Centre;
8.1.5 inform the Supplier immediately if the Equipment or any SIM card is lost or stolen (to be confirmed in writing as soon as reasonably practicable thereafter); and
8.1.6 give the Supplier any necessary information, facilities, instructions and responses relating to the Send4Help Service to perform the Agreement in accordance with its terms.

9

TERMINATION
9.1 Without affecting any other rights and remedies it might have, either party shall be entitled to terminate the Agreement (and, in the case of the Supplier, suspend its performance without liability to the Customer) at any time by giving written notice to the other at any time if the othercommits a material breach of any of its obligations under this Agreement (and, where such breach is capable of remedy, has not been remedied within fifteen days of the date of receipt of a notice from the other party (the “Innocent Party”) requiring that the same be remedied).
and in any other circumstances provided for in these terms and/or the Agreement
9.2 Without affecting any other rights and remedies it may have, the Supplier shall be entitled to terminate the Agreement (or suspend its performance without liability to the Customer) at any time by giving written notice to the Customer
9.2.1 if the Customer fails to make any payment under this Agreement when due
9.2.2 if in the opinion of the Supplier the Send4Help Service is used for fraudulent purposes or in connection with a criminal offence or other unlawful activity
9.2.3 the Send4Help Service is used to send any material that is illegal, offensive, abusive, indecent or menacing
9.2.3 otherwise than in accordance with the User Manual and other instructions that may be issued from time to time
9.3 Where the Innocent Party is the Customer, it shall be entitled to a refund from the Supplier of the unexpired portion of the Service Charge paid by the Customer. Any amounts still payable in relation to Equipment purchased under clause 11 that is in the possession of the Customer shall remain payable in accordance with the terms of the Agreement.
9.4 Where the Innocent Party is the Supplier, it shall be entitled to receive payment of all amounts outstanding at the date of termination, together with an amount equal to the aggregate of all future payments which would have been payable by the Customer during the unexpired portion of the current period of the Agreement.
9.5 Any termination however caused shall not affect:
9.5.1 any right or liabilities which have accrued prior to the time of termination;
9.5.2 the continuance in force of any provision of the Agreement which expressly or by implication is intended to come into or continue in force after termination including without limitation clause 13 (Liability).
9.6 Upon termination however caused, the Customer shall immediately return any information and materials in its possession or under its control which belong to or were supplied by the Supplier.
   
  PART 2 - TERMS RELATING TO EQUIPMENT REQUIRED FOR THE SEND4HELP SERVICE
   

10

USE OF EQUIPMENT
10.1 The following terms shall apply if the Order specifies that the Supplier shall provide the Customer with the use of Equipment and the Customer shall pay for such use within the Service Charge:
10.1.1 The Supplier shall provide the Customer with use and possession of the Equipment for the period of the Agreement (or such other period specified in the Order) upon payment of the Service Charge specified in the Order.
10.1.2 The Customer shall not sell or offer for sale, assign, mortgage, pledge, sub-let or lend out the Equipment or in any way part with the Equipment or any interest therein and shall keep the Equipment in its own possession legal and physical and under its control and shall prevent the creation of any charge or lien thereon.
10.1.3 The Customer shall take all reasonable and proper care of the Equipment and keep it in good and serviceable condition (reasonable fair wear and tear excepted) and shall indemnify the Supplier against loss of or damage to the Equipment (including all replacement costs) howsoever caused.
10.1.4 The Customer shall, at its own expense and throughout the period of use, be responsible for insuring the Equipment against all loss or damage, in an amount equal to its new replacement value.
10.1.5 On a termination of the Agreement, or at the end of the relevant period of use, the Customer shall re-deliver the Equipment to the Supplier in good working order and condition (reasonable fair wear and tear only excepted), failing which the Supplier may retake possession of such Equipment and for this purpose shall be entitled freely to enter into and upon any premises for that purpose.
10.1.6 Clauses 11.1.4 to 11.1.11 shall apply to the Equipment, save that any references to purchase price in these clauses shall be construed as reference to the Service Charge.
10.2 If at any time the Customer agrees to take use and possession of additional Equipment not specified in the Order, the terms of this clause 10 shall apply to the provision of the additional Equipment, save that the period of use and the charge for the Equipment shall be as agreed between the parties.

11

SALE OF EQUIPMENT
11.1 The following terms shall apply if the Order specifies that the Customer shall purchase Equipment at additional cost from the Supplier: 11.1.1 Subject to Clause 11.1.5, the price for the Equipment shall be as stated on the Order.
11.1.1 Subject to Clause 11.1.5, the price for the Equipment shall be as stated on the Order.
11.1.2 The price of the Equipment shall be payable in accordance with the terms of clause 6 as amended by this clause 11.
11.1.3 The Customer shall pay for the Equipment no later than 30 days after receipt of invoice. The Supplier may issue an invoice upon each delivery of the Equipment.
11.1.4 Prices exclude packaging, insurance, freight/transport charges and other costs of carriage and delivery (“Delivery Charges”). Where the Supplier has undertaken to provide or arrange for carriage to the Delivery Address, Delivery Charges (as expressly agreed with the Customer in advance) shall be levied in addition to the price.
11.1.5 The Supplier reserves the right, by giving notice to the Customer, to increase the price of the Equipment before delivery proportionately by an amount equivalent to any increase in the cost of the Supplier in dealing with any additional and/or differing instructions received by the Supplier in relation to the Equipment after the date of the Agreement.
11.1.6 If the Customer fails to make any payment relating to Equipment when due, without affecting any other rights which it may have, the Supplier shall be entitled to re-sell or re-hire any Equipment not yet delivered to the Customer and/or demand the return of any Equipment which remains in the ownership of the Supplier.
11.1.7 The Supplier shall be entitled to decide the method of carriage for delivery. If the Customer requests a particular method of carriage for delivery, it shall be liable for any additional charges, costs and expenses incurred by the Supplier in arranging for carriage by this different method.
11.1.8 The Supplier shall use reasonable endeavours to deliver the Equipment to the Delivery Address by the agreed delivery dates or, if no delivery dates are agreed, within a reasonable time. Delivery of the Equipment shall take place when they are delivered by the Supplier to the Delivery Address.
11.1.9 All delivery dates and times are estimates only and time shall not be of the essence in respect of these. The Supplier shall not be liable for any late delivery or non-delivery owing to any circumstances beyond its reasonable control (including (without limitation) any delay, act or omission by a third party carrier used by the Supplier) and delivery of any Equipment thereby affected shall be suspended for so long as such circumstances last.
11.1.10 Risk of loss or of damage to the Equipment shall pass to the Customer at the time of delivery of the Equipment.
11.1.11 Subject to clauses 12 and 13, where the Customer notifies the Supplier of any non-delivery of, or defects or shortages in, the Equipment the Supplier’s only liability shall be, at its sole option, and as soon as reasonably practicable, to repair or replace defective Equipment, make good any shortages, or to refund to the Customer the purchase price paid for the Equipment.
11.1.11 Title to the Equipment shall pass to the Customer on receipt by the Supplier in full of the price (and VAT) for the Equipment under the Agreement. Until title to the Equipment has passed to the Customer the Customer shall hold such Equipment as a fiduciary of the Supplier. In the event that any payment for all or any Equipment is overdue or is likely to remain unpaid, the Customer hereby irrevocably grants the right to the Supplier to enter any premises occupied by the Customer and to remove all or any Equipment of the Supplier which are in the Customer’s possession.
11.2 If at any time the Customer agrees to purchase, and the Supplier agrees to sell, additional Equipment to the Customer not specified in the Order, the terms of this clause 11 shall apply to the purchase of the additional Equipment, save that the price of the additional Equipment shall be as agreed between the parties.

12

WARRANTY
12.1 If the Customer finds a material defect in the Equipment within 12 months of the date of delivery of the Equipment
  (the “Warranty Period”), then the Supplier will, at its sole option, and as soon as is reasonably practicable, repair or replace the defective Equipment or refund to the Customer the purchase price paid for the defective Equipment, provided that:
  (a) the Customer informs the Supplier as soon as is reasonably practicable after the defect was discovered and then proceeds as instructed by the Supplier, including the prompt return, at the Customer’s expense, of any Equipment claimed to be defective;
  (b)the defect existed in the Equipment at the time of delivery of the Equipment or arose from faulty materials or workmanship, was not reasonably discoverable upon inspection at the time of receipt, and did not result from any modification or alteration of the Equipment by the Customer or failure of the Customer to comply with any instructions provided by the Supplier. For the purposes of this sub-clause, the term “Customer” shall include, where applicable, the Customer’s employees, Users, agents or other associates of any kind; and
  (c) any trademarks or labels on the Equipment, not intended to be removable, have not been removed or mutilated.
12.2 Where the Supplier has the benefit of any warranty or guarantee in respect of the Equipment or any parts or components comprised in the Equipment, this warranty or guarantee shall replace the above warranty in so far as the defect relates to such parts or components, and the Supplier will use reasonable endeavours to extend to the Customer the benefit of the warranty or guarantee.
12.3 If the Customer finds a material defect in the goods after the Warranty Period then the Supplier will, at the Customer’s expense, and as soon as is reasonably practicable, repair or replace the defective Equipment.
   
PART 3 - GENERAL
   

13

LIABILITY
13.1 All warranties, conditions, terms and liabilities express or implied, statutory or otherwise, on the part of the Supplier, in respect of compliance with descriptions, the quality or the fitness for purpose of the Equipment and/or the Send4Help Service which are not expressly set out in the Agreement are excluded except to the extent such exclusion is prohibited or limited by law.
13.2 Without prejudice to the other limitations on the Supplier’s liability in the Agreement, but subject to clause 13.5, the Supplier’s liability, however arising, in respect of:
13.2.1 claims relating to the Equipment purchased under clause 11 is limited to the price payable under the Agreement for the Equipment giving rise to the claim; and
13.2.2 all other claims, both in respect of each claim (or series of claims arising from the same events or circumstances) and in respect of all claims in aggregate which arise in or relate to each Year is limited to an amount equal to twice the amount of the Service Charge for the Send4Help Service (exclusive of VAT and any other taxes and duties) giving rise to the claim in such Year.
13.3 Notwithstanding any other provision of the Agreement, but subject to clause 13.5, the Supplier shall have no liability arising out of or in connection with the Agreement, the Equipment or the Send4Help Service for:
13.3.1 any loss of or damage to profit, revenue, anticipated savings, data, use, contract, goodwill, opportunities or business;
13.3.2 any indirect or consequential loss or damage; or
13.3.3 any loss or damage arising out of or in connection with any of the circumstances specified in clause 13.6;
13.3.4 any failure of the Skyguard Incident Management Centre to communicate information in accordance with clause 7.2 where the User has communicated with the Skyguard Incident Management Centre in a language other than English;
13.3.5 any failure of the Skyguard Incident Management Centre to receive a Signal or a User’s GPS position arising out of or in connection with circumstances beyond the Supplier’s reasonable control (including (without limitation) any failure arising out of or in connection with geographic or atmospheric conditions, the proximity of GSM radio masts to the User or a blockage or failure of the GSM network); and
13.3.6 any non-availability of the Customer Service Centre where such non-availability arises out of or in connection with circumstances beyond the Supplier’s reasonable control, in each case howsoever arising
13.4 The term “howsoever arising” when used or referred to in this clause 13 shall cover all causes and actions giving rise to liability of the Supplier arising out of or in connection with the Agreement, the Equipment and/or Send4Help Service (i) whether arising by reason of any misrepresentation (whether made prior to and/or in the Agreement) negligence, breach of statutory duty, other tort, repudiation, renunciation or other breach of contract, restitution or otherwise; (ii) whether arising under any indemnity; (iii) whether caused by any total or partial failure or delay in supply of the Equipment and/or Send4Help Service or by any defect in hardware, software or materials; and (iv) whether deliberate (but not with malicious intent) or otherwise, however fundamental the result.
13.5 The exclusions and limitations of liability contained in these terms and in the Agreement shall apply regardless of whether the loss or damage was foreseeable or whether the Customer notifies the Supplier of the possibility of any greater loss or damage but no such exclusion or limitation shall apply to the extent prohibited or limited by law and in particular nothing in the Agreement shall affect liability:
13.5.1 for death or personal injury caused by negligence to the extent prohibited by the Unfair Contract Terms Act 1977;
13.5.2 for fraudulent misrepresentation or other fraud; or
13.5.3 for any breach of any obligations implied by Section 12 of the Sale of Goods Act.
13.6 The Customer shall indemnify the Supplier at all times against all claims, demands, costs (including legal costs on a full indemnity basis), expenses, losses and liabilities incurred by the Supplier as a result of:
13.6.1 any negligence, or act or omission, of the Customer;
13.6.2 any inaccurate and/or incomplete information provided by the Customer, including (without limitation) inaccurate and/or incomplete information provided on any Customer Service Centre or any other inaccurate and/or incomplete information provided in relation to Users;
13.6.3 any misuse of Equipment (or any other equipment to which a User is paired) by the Customer or Users, including (without limitation) any use of such equipment that is not in accordance with instructions supplied by the Supplier and/or manufacturer of the equipment and any false alarms received by the Supplier from Users;
13.6.4 any breach by any User or the Customer of the User Manual;
13.6.5 any use of the Personal Safety Device (or any other equipment to which a User is paired) for any purpose outside the scope of this Agreement; and
13.6.6 any loss of or damage to Equipment (or any other equipment to which a User is paired) whilst it is in the possession of the Customer or a User (whether or not such loss or damage is notified to the Supplier in accordance with clause 8.1.5).

14

DATA PROTECTION
14.1 The parties acknowledge that the Supplier has access to “personal data” (as defined in the Data Protection Act 1998 (“DPA”)) of Users and/or the Customer (“Data”).
14.2 The Customer as data controller appoints the Supplier as data processor to process the Data on the Customer’s behalf as the Customer’s data processor.
14.3 The Supplier confirms that:
14.3.1 it shall only carry out the processing of the Data in accordance with the Customer’s instructions; and
14.3.2 it will not transfer the Data outside the European Economic Area.
14.4 The Customer as data controller warrants it has all authority and consents necessary to enable the Supplier to process the Data in accordance with the DPA for the purposes of this Agreement.
14.5 The Customer agrees to indemnify and keep fully indemnified and defend at its own expense the Supplier against all costs, claims, damages or expenses incurred by the Supplier or for which the Supplier may become liable due to:
14.5.1 any failure by the Customer or its employees, agents or sub-contractors to comply with the obligations of the DPA; or
14.5.2 any aspect of the Supplier’s processing of Data being deemed to breach, or being alleged to breach, the requirements of the DPA.

15

INTELLECTUAL PROPERTY
15.1 All Intellectual Property Rights in the Equipment and/or Send4Help Service shall as between the parties remain at all times vested in the Supplier. No Intellectual Property Rights of the Supplier are transferred to the Customer and no licences to use any Intellectual Property Rights of the Supplier are granted to the Customer except as may be necessary for the usual use of the Equipment and/or Send4Help Service supplied.
15.2 All Intellectual Property Rights in the Equipment and/or Send4Help Service shall as between the parties remain at all times vested in the Supplier. No Intellectual Property Rights of the Supplier are transferred to the Customer and no licences to use any Intellectual Property Rights of the Supplier are granted to the Customer except as may be necessary for the usual use of the Equipment and/or Send4Help Service supplied. 15.2 The Customer shall not remove, obscure or otherwise alter or interfere with any of the logos, marks or branding appearing on any of the Equipment or their packaging.

16

FORCE MAJEURE
The Supplier shall not be liable in any way for loss, damage or expense arising directly or indirectly from any hindrance, failure or delay in performing any obligation under the Agreement caused by the actions or omissions of the Customer, its employees, agents, contractors or other third parties providing services to or acquiring them from the Customer or by any circumstance beyond the Supplier’s reasonable control, which shall include (without limitation) war (or other action of military forces), terrorism, riot, civil commotion, sabotage, vandalism, accident, breakdown or damage to machinery or equipment, acts of God, fire, flood, severe weather conditions, extreme traffic congestion, strike, lock-out or other industrial disputes (whether or not involving employees of the Supplier) or shortage of materials at market rates, legislative or administrative interference or national crisis (each an “Event of Force Majeure”). If an Event of Force Majeure continues for more than a period of 30 days the Supplier shall be entitled at its discretion to perform, suspend performance of, and/or terminate the Agreement.

17

ENTIRE AGREEMENT
17.1 These terms, together with those set out in the Agreement, constitute the entire agreement and understanding of the parties and supersede any previous agreement or understanding between the parties with respect to the arrangements contemplated by or referred to in these terms and the Agreement.
17.2 Each of the Supplier and the Customer acknowledges and agrees that:
17.2.1 in entering into the Agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty (in each case whether negligently or innocently made), or understanding of any person (whether party to the Agreement or not) which is not expressly set out in these terms and/or the Agreement; and
17.2.2 the only remedy available to it for breach of any statement, representation or other term that is expressly set out in the Agreement shall be for breach of contract under the terms of the Agreement.
  Nothing in this clause 17 shall, however, operate to limit or exclude any liability for fraud or fraudulent misrepresentation.

18

GENERAL
18.1 The Supplier may at any time assign, transfer, charge or deal in any other manner with any of its rights hereunder, and may sub-contract any or all of its obligations under the Agreement.
18.2 The Customer shall not assign, transfer, charge, hold on trust for another or deal in any other manner with any of its rights or obligations under the Agreement, or purport to do so, or sub-contract any or all of its obligations under the Agreement without the prior written consent of the Supplier in its absolute discretion.
18.3 Neither party shall without the prior written consent of the other party (during and after termination of the Agreement) use (other than in the performance of the Agreement) or disclose to any other person any confidential information of the other party, except that any obligations contained in this clause shall not prevent any disclosure of confidential information which is required by law, court order or any legal or regulatory authority, which is required to comply with the rules of any relevant stock exchange, or disclosure to a party’s professional advisors, acting in their capacity as such.
18.4 No third party, other than the Supplier’s agent or subcontractor, shall be entitled to enforce the provisions of this Agreement pursuant to the Contract (Rights of Third Parties) Act 1999.
18.5 Any notice to be given shall be in writing, and may either be delivered personally or sent by first class prepaid post, facsimile transmission or e-mail to the address of the recipient set out in the Agreement or such other address as the recipient may designate by notice given pursuant to this clause. Each such notice shall be deemed to have been served, if by personal delivery, when delivered, if by post, 48 hours after posting; if sent by facsimile transmission, when transmitted to the correct facsimile number of the recipient and if sent by e-mail when transmitted to the correct e-mail address.
18.6 Any failure to exercise or delay by a party in exercising a right or remedy arising in connection with the Agreement shall not constitute a waiver of such right or remedy or of any other rights or remedies.
18.7 If any provision of these terms or the Agreement is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these terms or the Agreement and the remainder of the provision in question shall not be affected thereby. If the whole or any part of any clause(s) are invalid or unenforceable the parties agree to attempt to substitute for any invalid or unenforceable provision a valid and enforceable provision which achieves to the greatest extent possible the economic, legal and commercial objectives of the invalid or unenforceable provision. Any such invalidity or enforceability shall not affect the validity or enforceability of any other provision.
18.8 Nothing in the Agreement shall constitute a partnership, joint venture, representative or agency relationship between the parties hereto or be construed or have effect as constituting any relationship of employer and employee between the parties. Neither party shall have the authority to bind or pledge the credit of, or oblige, the other in any way without obtaining the other’s prior written consent.

19

GOVERNING LAW AND JURISDICTION
  This Agreement and any dispute or claim (including any non-contractual dispute or claim) that arises out of or in connection with this Agreement shall be governed by and construed in accordance with English law. The parties irrevocably submit to the exclusive jurisdiction of the Courts of England and Wales.