These terms and conditions (as amended under clause 34.2) (“Conditions”) govern the sale of goods and/or services and licensing of software by North Supply Limited, registered in England and Wales with no. 03591269, with registered address at Unit A3 Chartwell Point, Chartwell Drive Industrial Estate, Wigston, Leicester LE18 2FT (“North Supply”) to the person/firm to who buys such goods/services (“Customer”). These Conditions apply to the exclusion of any other terms that Customer seeks to impose, or which are implied by trade, custom, practice or course of dealing.

***Note particularly clause 27 (Limitation of Liability)***


1.   Interpretation

In these Conditions: (i) the following definitions apply: (i) person includes a natural person, corporate or unincorporated body; (ii) a reference to North Supply or Customer includes its personal representatives, successors and permitted assigns; (iii) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted and includes any subordinate legislation; (iv) any phrase introduced by the terms including or include shall be illustrative and shall not limit the sense of the preceding words;  (v) a reference to writing or written includes emails but excludes faxes; and (vi) the terms “Controller”, “Personal Data” and “Processor”, shall have the meanings attributed to them in the Data Protection Legislation, and “Processing” and “Process” shall be construed accordingly.
“Acceptance Testing”: testing (if any) of the Software in accordance with the criteria detailed in the Quote.
“Additional Corrective Maintenance”: in accordance with clause 14.5.2 and clause 15.1 of these Conditions: making any adjustments to the Maintained Equipment; and replacing any parts or components of the Maintained Equipment which are required to restore it to Good Working Order.
“Additional Hardware Maintenance Services”: any Additional Corrective Maintenance and/or any Excluded Maintenance performed by North Supply in accordance with these Conditions.
“Affiliate”: each agent, employee, contractor or sub-contractor of a party or the party's Group and any additional Affiliates listed in the applicable part of the Quote or Order Acknowledgement.
“Applicable Laws”: the laws of England and Wales, together with any other mandatory laws, regulations, regulatory policies, guidelines or industry codes which apply to the supply of Goods or Services made under these Conditions.
“Bespoke Software”: any software developed pursuant to the performance of the Software Development Services.
“Business Day”: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
“Charges”: the charges payable by the Customer to North Supply, as set out in the relevant Order.
“North Supply Personnel”: North Supply’ employees, directors and agents, together with employees, directors and agents of any contractor undertaking activities on behalf of North Supply in relation to the performance of its obligations under the applicable Contract.
“Confidential Information”: information of commercial value, in whatever form or medium, disclosed by a party to the other party, including commercial or technical know-how, technology, information pertaining to business operations and strategies, information pertaining to clients, pricing and marketing information relating to the business of either party, information which is marked as confidential, or information which ought reasonably to be considered confidential in light of the nature of the information and/or circumstances of its disclosure.
“Configuration Services”: those Services described as such in the Quote or Order Acknowledgement.
“Contract”: each contract (as defined in clause 2.1) between the Customer and North Supply relating to: (i) the supply of Goods; the supply of Services; (iii) the licensing of Software; and/or (iv) the resale of Reseller Software.
“Critical Fault”: a reproducible fault which hinders or prevents the Customer from using a material part of the functionality of the Supported Software.
“Customer Content”: any data, documents, text, drawings, diagrams, images or sounds (together with any database made up of any of these), embodied in any medium, that are provided to North Supply by or on behalf of the Customer, in order to perform its obligations pursuant to a Contract.
“Customer Materials”: materials, equipment, systems, tools, drawings, specifications and/or data supplied, made available or accessible by the Customer to North Supply (if any).
“Customer Personnel”: employees, directors and agents of the Customer, together with employees, directors and agents of any contractor undertaking activities on behalf of the Customer who are not North Supply Personnel.
“Customer Premises”: as applicable, the premises of the Customer and its Affiliates.
“Data Processing Particulars”: the following details, as provided in the Order: (i) the subject matter, duration, nature and purpose of the Processing; (ii) the type of Personal Data being Processed; and (iii) the categories of Data Subjects.
“Data Protection Legislation”: any law, statute, regulation, rule or other binding restriction regarding the protection of individuals with regards to the Processing of their Personal Data to which a party is subject, including the GDPR and any code of practice or guidance published by the Information Commissioner’s Office from time to time.
“Data Subject”: has the meaning set out in the Data Protection Legislation.
“Default”: any act or omission of a party, or failure by a party to perform a relevant obligation under a Contract.
“Delivery Location”: the relevant location identified in the Quote or Order Acknowledgement.
“Deliverables”: all software code, documents, products and materials in any form: (i) developed by North Supply or its agents, contractors and employees; and/or (ii) licensed by North Supply to the Customer and its Affiliates, as part of or in relation to the performance of its obligations under a Contract, including all Intellectual Property Rights as may be embodied therein. For the avoidance of doubt, Deliverables shall exclude any Reseller Software.
“Direct Licence”: the licence of the Direct Software on the licence terms detailed in clause 6.
“Direct Software”: the computer programme(s) which are referred to as “Direct Software” in the Quote or Order Acknowledgement and all user documentation in respect of such programme(s), together with any Bespoke Software.
“Effective Date”: in respect of a particular Contract, the date upon which such Contract is signed.
“Emergency Maintenance”: maintenance resulting from the identification of an issue requiring urgent resolution for reasons of safety, security, as mandated by Applicable Law or as North Supply may otherwise determine using its own skill and judgment.
“End User Agreement”: in respect of:
(i) Reseller Solutions, the end user agreement under which the Provider agrees to supply the Reseller Solutions to the Customer, as detailed in the Quote or Order Acknowledgement; and
(ii) Reseller Software, the end user agreement under which the Provider agrees to licence the Reseller Software to the Customer, as detailed in the Quote or Order Acknowledgement.
(as varied from time to time by the Provider pursuant to the terms of such End User Agreement).
“Excluded Clauses”: the excluded clauses set out in the Quote or Order Acknowledgement.
“Excluded Maintenance”: any Hardware Maintenance Services required to restore any malfunctioning or failed Maintained Equipment to Good Working Order to the extent the malfunction or failure results from or is caused by any of the Excluded Clauses.
“Extended Support Service”: the extended support service more particularly described in the Quote or Order Acknowledgement.
“Group”: each and every entity that directly or indirectly controls, is controlled by, or is under common control with a party, for so long as such control exists. In the case of companies and corporations, control means beneficial ownership of more than 50% of the voting stock, shares, interest or equity in an entity; in the case of any other legal entity, “control” and “controlled” shall exist through the ability to directly or indirectly control the management and/or business of the legal entity.
“GDPR”: Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the Processing of Personal Data and repealing Directive 95/46/EC (General Data Protection Regulation) OJ L 119/1, 4.5.2016, together with any implementation of the above into UK law. Any reference to “articles” are references to the GDPR.
“Good Industry Practice”: the exercise of that degree of care, skill, diligence, prudence, efficiency, foresight and timeliness which would be reasonably expected at such time from a supplier of similar services to the Services detailed in the relevant Contract.
“Goods”: the goods (or any Deliverables forming part of the provision of Services) set out in the Order (or any part of them).
“Goods SoW”: the statement of work relating to the Goods, detailing the specification for the Goods and including any relevant plans or drawings, as set out in the Quote or Order Acknowledgement.
“Good Working Order”: the Maintained Equipment operates substantially in accordance with the Operating Manuals.
“Hardware Maintenance Services”: the hardware maintenance services to be provided by North Supply in accordance with clause 144.
“Harmful Code”: anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
“Hosting Environment”: the technical infrastructure and platform for the hosting of the Subscription Services, as further described in the Quote or Order Acknowledgement.
“Included Corrective Maintenance”: making any adjustments to the Maintained Equipment; and replacing any parts or components of the Maintained Equipment, required to restore the Maintained Equipment to Good Working Order, in accordance with clause 14.3.
“Initial Term” the period of time described as such in clause 28.1.
“Insolvency Event”: (a) the Customer 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 debts or is deemed unable to pay its debts under section 123 of the Insolvency Act 1986 or is deemed either unable to pay its debts or as having no reasonable prospect of so doing within the meaning of section 268 of the Insolvency Act 1986 or (if a partnership) has any partner to whom any of the above applies; (b) the Customer starts negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for/enters into any arrangement with its creditors; (c) a petition is filed, a notice is given, a resolution is passed, or an order is made, for/in connection with the winding up of the Customer; (d) the Customer is the subject of a bankruptcy petition or order; (e) a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other process is levied or enforced on or sued against, the whole or part of its assets which is not discharged within 14 days; (f) an application is made to court, or an order is made to appoint an administrator, or notice of intention to appoint an administrator is given or an administrator is appointed over the Customer; (g) a floating charge holder over the assets of the Customer becomes entitled to appoint or has appointed an administrative receiver; (h) a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the Customer; (i) any event analogous to those mentioned in (a)-(h) above in another jurisdiction.
“Installation Services”: those Services described in clause 11 and detailed in the Quote or Order Acknowledgement.
“Intellectual Property Rights”: patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, 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 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, renewals or extensions of, and rights to claim priority from, 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.
“Legacy Obligations”: any obligations in respect of non-current versions of the Software, as set out in the Quote or Order Acknowledgement.
“Licence Term”: the licence term for the applicable Licensed Software, as set out in the Quote or Order Acknowledgement
“Licensed Location”: location(s) at which the applicable Licensed Software may be used by the Customer, as set out in the Quote or Order Acknowledgement
“Licensed Software”: the Direct Software, Reseller Software or Subscription Software, as applicable.
“Location”: the location set out in the Quote or Order Acknowledgement) or any other location agreed between the parties in writing from time to time.
“Maintained Equipment”: the equipment specified as such in the Quote or Order Acknowledgement.
“Maintenance Release”: a release of Software which corrects faults, adds functionality or otherwise amends or upgrades the Software, but which does not constitute a New Version.
“Modification”: any Maintenance Release or New Version acquired by the Customer from time to time.
“New Version”: any new version of the Software (or any part of it) which North Supply publicly markets and offers for purchase to the Customer from time to time in the course of its normal business.
“Non-Critical Fault”: any fault in the Supported Software other than a Critical Fault.
“Normal Business Hours Call”: the hours of 8:30am to 5:00pm GMT/BST on Business Days.
“North Supply Materials”: materials, equipment, tools, drawings, specifications and/or data supplied by North Supply to the Customer (if any), other than the Goods and the Software.
“Operating Manuals”: all operating manuals, specifications and other manufacturer documentation relating to the Maintained Equipment.
“Optional Support Services”: any of the services listed in the Quote or Order Acknowledgement relating to the support of the Supported Software which are not part of the Standard Support Service or the Extended Support Service, that the Customer and North Supply may from time to time agree shall be supplied to the Customer by North Supply in accordance with clause 177.
“Order”: the Customer’s written acceptance of a Quote.
“Order Acknowledgment”: the written confirmation of the Order by North Supply to the customer.
“Permitted Purpose”: the purpose of the Data Processing as set out in more detail in the Data Processing Particulars.
“Personal Data Breach”: has the meaning set out in the Data Protection Legislation.
“Planned Maintenance”: maintenance intended to resolve or prevent minor issues, improve performance, make enhancements or implement configuration changes.
“Preventative Maintenance”: testing that the Maintained Equipment is functional; and making any adjustments as may be required to ensure the Maintained Equipment remains in Good Working Order, as more particularly described in the Quote or Order Acknowledgement.
“Pre-Staging Services”: those Services described as such in the Quote or Order Acknowledgement.
“Provider”: the licensor of the Reseller Software/supplier of the Reseller Solution, as detailed in the Quote or Order Acknowledgement.
“Quarter”: each period of 3 months commencing on the Effective Date.
“Quote”: North Supply’ written quotation for the provision of Goods, Services and Software to the Customer, including the statement(s) of work relating to the same.
“Renewal Period” the period described as such in clause 28.1.
“Reseller Software”: each computer programme: (i) which is referred to as “Reseller Software” in the Quote or Order Acknowledgement and all user documentation in respect of such programme; and (ii) which forms part of a Reseller Solution.
“Reseller Solution”: each solution which are referred to as a “Reseller Solution” in the Quote or Order Acknowledgement. 
“Subscription Services”: the provision of the Subscription Software, accessed by the Customer via the Hosting Environment, as detailed in the Quote or Order Acknowledgement.
“Subscription Software”: the subscription based software solution, as detailed in the Quote or Order Acknowledgement.
“Scheduled Maintenance Hours”: the time periods set out in the Quote or Order Acknowledgement for the performance of any maintenance (other than Emergency Maintenance).
“Security Requirements”: the requirements regarding the security of the Personal Data, as set out in the Data Protection Legislation (including, in particular, the measures set out in Article 32(1) of the GDPR (taking due account of the matters described in Article 32(2) of the GDPR) as applicable.
“Services”: the services to be supplied by North Supply to the Customer set out in the Quote or Order Acknowledgement, consisting of one or more of the following: Pre-Staging Services, Installation Services, Configuration Services, Support and Maintenance Services; Software Development Services; and Subscription Services.
“Service Credits”: in respect of a Service to be provided by North Supply, the sums attributable to a failure of the Service Levels (if any), as set out in the Quote or Order Acknowledgement.
“Service Credit Limit”: in respect of a Service to be provided by North Supply pursuant to a Contract, the limit on the accrual of Service Credits (if any), as set out in the Quote or Order Acknowledgement.
“Service Levels”: in respect of a Service to be provided by North Supply pursuant to a contract, the service levels for the applicable Services (if any), as set out in the Order or Order Acknowledgement.
“Services SoW”: the statement of work relating to the Services, detailing the specification for the Services, as set out in the Quote or Order Acknowledgement.
“Services Term”: the term for the provision of Services (or where different elements of the Services are to be provided for differing terms, the term for that element), as set out in the Quote or Order Acknowledgement.
“Software”: the software set out in the Quote or Order Acknowledgement or referred to therein.
“Software Development Services”: those Services described as such in the Quote or Order Acknowledgement.
“Software Maintenance Services”: includes (as appropriate): (i) the Standard Support Service; or (ii) the Extended Support Service.
“Sourcing Issue”: an inability on the part of North Supply to source particular materials or resources (including North Supply Personnel) on terms similar or identical to those available at the Start Date (including due to exchange rate fluctuations, increases in taxes or duties) or a change in Applicable Law.
“Standard Rates”: North Supply’ standard rates for Services provided on a time and materials basis, as agreed between the parties from time to time.
“Standard Support Service”: the standard support service more particularly described in the Quote or Order Acknowledgement.
“Subject Access Request”: an actual or purported subject access request or notice or complaint from (or on behalf of) a Data Subject exercising his rights under the Data Protection Legislation.
“Support and Maintenance Services”: either: (i) the Software Maintenance Services; (ii) the Optional Support Services; (iii) the Hardware Maintenance Services; and (iv) the Additional Hardware Maintenance Services.
“Supported Software”: the software more particularly described at clause 20.1.
“Term” the period described as such in clause 28.1.
“Third-Party Software”: any third-party software identified in the Quote or Order Acknowledgement.
“Third-Party Software Additional Terms”: the additional terms and conditions (if any) set out in the Quote or Order Acknowledgement relating to any Third Party Software.
“Updating Service”: the service to be supplied by North Supply to the Customer under clause 13.1 and clause 13.2.
“Year”: the period of 12 calendar months from the Effective Date and each 12 calendar month period thereafter.


2.   Basis of Contract

2.1.   Each Quote or Order Acknowledgement constitutes an offer by North Supply to sell Goods, provide Services and/or make available the Licensed Software. Subject to compliance with clause 2.3, an offer shall be deemed accepted when the Customer places an Order pursuant to that Quote or Order Acknowledgement, on which date a Contract shall come into existence (“Start Date”).
2.2. Following acceptance of an Order pursuant to clause 2.1 above, that Order may not be terminated except in accordance with the Quote or Order Acknowledgement or these Conditions.
2.3. Unless expressly stated to the contrary in the relevant Quote or Order Acknowledgement or otherwise agreed in writing by North Supply, each Quote or Order Acknowledgement is only valid for 30 days from its date of issue.
2.4. If there is an inconsistency between any of the provisions of a Contract, the following descending order of priority shall apply: (i) these Conditions; and then (ii) the Quote itself; and then (iii) the Order Acknowledgement.
2.5. Each party warrants that: (i) it has full capacity to enter into and perform its obligations under a Contract; and (ii) each Contract is executed by a duly authorised representative of that party.
2.6. The warranties set out at clause 2.5 above are deemed to be repeated by each party in respect of a Contract on the applicable Start Date for the same.


3.   North Supply’s Obligations


3.1.    In consideration for the payment of the Charges, North Supply will supply the Goods, provide the Services and/or grant access to any Licensed Software (as appropriate) in accordance with the Order and these Conditions, from the Effective Date.
3.2.   North Supply warrants and represents to the Customer that:
3.2.1.    the Goods, Services and Deliverables (as applicable) will conform in all material respects with all descriptions, specifications, samples and drawings provided to the Customer in the Quote or Order Acknowledgement; and
3.2.2.   it has, and will continue to have, all necessary rights in and to any and all Intellectual Property Rights that it purports to grant to the Customer pursuant to a Contract.
3.3.   All other representations or warranties (whether written or oral, express or implied by statute, common law or otherwise) apart from those expressly set out in these Conditions are hereby excluded. In particular, but without prejudice to the generality of the foregoing, North Supply makes no representation or gives any warranty (whether express or implied, statutory and/or otherwise), and will have no liability, regarding the fitness of the Goods, Services or Licensed Software for any purpose, whether or not such purpose is disclosed to North Supply.
3.4. Distance Selling Regulations do not apply to orders placed by business customers and our Terms and Conditions relating to returning Non-faulty goods apply, clause 5.11.
3.5.   As a non-business customer if you fail to take delivery (or have simply changed your mind about any item ordered) because you have cancelled your Contract under the Distance Selling Regulations you can do so provided you inform us of your decision by email within 14 days of receipt.  North Supply shall refund or re-credit you within 14 days of receipt of returned items or the customer providing evidence of the items being returned, whichever is the sooner (so long as the item/s are in pristine condition, the package is unopened and no seals have been broken) for any sum that has been paid by you or debited from your credit card for the goods. On exercising your right to cancel you shall be required to return the items to North Supply within 14 days from receipt of the item/s. Should you fail to return the items, North Supply reserves the right to deduct any delivery costs incurred in retrieving the goods as a result of such failure. North Supply will refund the basic delivery costs only.



4.  Title/Risk

4.1.   The Customer shall:
4.1.1.    provide all necessary co-operation reasonably required in relation to an Order;
4.1.2. provide at the date/time requested by North Supply such:
4.1.2.1.    access to the Customer Premises;
4.1.2.2. access to the Customer Materials; and
4.1.2.3. assistance from the Customer Personnel,
as reasonably requested by North Supply from time to time;
4.1.3. ensure that the Customer Premises at which any Services are to be performed are in the condition specified in the applicable Order and, in any event, are in an appropriate condition for North Supply to perform the Services;
4.1.4.  ensure that the Customer Materials are in the condition specified in the applicable Order and, in any event, are in an appropriate condition for North Supply to perform the Services;
4.1.5.  ensure that the terms of each Order and any specification are complete and accurate;
4.1.6.  use reasonable endeavours to respond promptly to any request for a decision, guidance, information  or instruction which North Supply may submit in relation to the Services from time to time;
4.1.7.  use its best endeavours not to do or permit anything to be done that will or may damage the business, reputation, image and/or goodwill of North Supply;
4.1.8.  ensure that there are in place all necessary consents, licences and permissions required to permit North Supply to access and use all the Customer Materials and any other items as may be appropriate in connection with each and every Contract; and
4.1.9.   be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to North Supply’ data centres (or, where appropriate, the third-party portal through which North Supply provides Services to the Customer).
4.2. The Customer shall be deemed to have accepted Deliverables if either: (i) the Customer expressly accepts the same; (ii) North Supply can evidence that the Deliverables meet or exceed the requirements for the same set out in the Quote; or (iii) the Customer commences use of such Deliverables.
4.3.   With respect to any Customer Content or other content hosted on, or distributed by means of the Services, the Customer shall only use the Services for lawful purposes and shall not use the Services: (i) in any way that breaches any Applicable Law; (ii) in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect; (iii) for the purpose of harming or attempting to harm minors in any way; (iv) to send, knowingly receive, upload, download, use or re-use any material which does not comply with the content standards set out in clause 4.44; (v) transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam); (vi) knowingly transmit any data, send or upload any material that contains Harmful Code; and (vii) not (and shall not attempt to) probe, scan, penetrate or test the vulnerability of any systems or networks of North Supply or to breach any of North Supply’ security or authentication measures, whether by passive or intrusive techniques, without North Supply’ prior written consent.
4.4.   The content standards are as follows.
4.4.1.   Content must: (i) be accurate (where they state facts); (ii) be genuinely held (where they state opinions); and (iii) comply with Applicable Law
4.4.2.   Content must not: (i) contain any material which is defamatory of any person, obscene, offensive, hateful or otherwise inflammatory; (ii) promote sexually explicit material; (iii) promote violence; (iv) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; (v) be used to impersonate any person, or to misrepresent your identity or affiliation with any person; (vi) infringe the copyright, database right or trade mark of any other person; (vii) give the impression that they emanate from North Supply, if this is not the case; or (viii) advocate, promote or assist any unlawful act.


5.   Goods

5.1.   The terms of this clause 5 apply in respect of any Goods to be supplied pursuant to a Contract.
5.2.   North Supply shall supply the Goods to the Customer pursuant to each Contract. The parties acknowledge that North Supply is not the manufacturer of the Goods. As a reseller of such Goods, North Supply agrees to pass on to the Customer the benefit of any warranties that it obtains from the manufacturer of the Goods (“Manufacturer Warranties”) and shall provide details of the same upon request, for the period that such Manufacturer Warranties are afforded to North Supply (“Warranty Period”).
5.3.   Where the Customer claims under any of the Manufacturer Warranties (and such claim is justified), the terms of the Manufacturer Warranties shall determine the Customer’s recourse. North Supply shall use its reasonable endeavours to assist the Customer to obtain such recourse (subject to the Customer reimbursing North Supply’ expenses relating to the same), but shall not be responsible if the manufacturer refuses to comply with any such warranty or if the manufacturer is unable to comply where, for example, it has become insolvent.
5.4.   Delivery dates are approximate only and time of delivery is not of the essence. Delivery shall be completed on the Goods' arrival at the Delivery Location. The Customer is responsible for unloading, and any unloading that takes place shall be at the Customer’s risk.
5.5.   North Supply shall deliver the Goods to the Delivery Location at any time after North Supply notifies the Customer that the Goods are ready.
5.6.   If the Customer fails to accept or take delivery of the Goods (including failing to provide appropriate delivery instructions to North Supply within 5 Business Days of North Supply notifying the Customer that the Goods are ready):
5.6.1.   delivery of the Goods is deemed to be complete at 6pm on the 5th Business Day following attempted delivery or notification that the Goods are ready, as appropriate; and
5.6.2.   North Supply shall store the Goods until delivery takes place, and may at its option charge the Customer for all related costs and expenses (including insurance).
5.7.   Where 10 Business Days have elapsed since North Supply notified the Customer that the Goods are ready, and the Customer has not taken possession of them, North Supply may resell or otherwise dispose of all of the Goods or any part of them, and after deducting reasonable storage and selling costs, charge the Customer for any shortfall below, the price of the Goods.
5.8.   North Supply may deliver in instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5.9.   Risk in the Goods shall pass to the Customer on completion of delivery at the Delivery Location.
5.10.  Title to the Goods shall not pass to the Customer until North Supply has received payment in full (in cleared funds) for the Goods and Services (and all other goods and services that North Supply has supplied to the Customer or any part of its Group for which payment is due, under this or any other Contract). From delivery until title has passed to the Customer, the Customer shall:
5.10.1.   hold the Goods on a fiduciary basis as North Supply’ bailee;
5.10.2.   store the Goods separately from all other goods and ensure they are readily identifiable as North Supply’ property;
5.10.3.   not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
5.10.4.   maintain the Goods in satisfactory condition and keep them insured on North Supply’ behalf against all risks for their full price; and
5.10.5.   give North Supply such information relating to the Goods as North Supply requires, but the Customer may resell/use the Goods in its ordinary course of business.
5.11.  Cancellation once the goods have been despatched will only be accepted with the consent of North Supply and on the terms, which indemnify it against loss i.e. the Customer, will be responsible for delivery costs and a 20 % administration charge. Any such returned items must be in pristine condition, in the original packaging, unopened in a fully resalable condition. If they are not or you have not agreed to the re-stocking fee we may refuse to accept the items back. You have 7 days in which to return unwanted items. Where products which are not on our standard stock list, which are made to order or which have been acquired by North Supply specifically to fulfil a Customer order, there will be no right to cancel.
5.12.  Where the Customer is held to be insolvent in accordance with clause 28.4 (or North Supply believes that the same is about to occur) before title to the Goods passes to the Customer, if the Goods have not been resold or irrevocably incorporated into another product or service, (without limiting any other right or remedy North Supply may have), North Supply may demand the Customer deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer (or a third party) where the Goods are stored to recover them. The Customer shall ensure that North Supply shall have similar rights of entry with respect to any third-party who takes possession of the Goods prior to the passage of title from North Supply to the Customer.


6.    Direct Software

6.1.   The terms of this clause 6 apply where North Supply has agreed to licence Direct Software to the Customer.
6.2.   North Supply shall deliver the relevant number of copies of the Direct Software as stated in the Quote or Order Acknowledgement (in the format specified in the Quote or Order Acknowledgement to Client at the Delivery Location on or around the date specified in the Quote or Order Acknowledgement. North Supply shall use reasonable endeavours to meet any dates specified in the Quote or Order Acknowledgement relating to the Direct Software, but any such dates are estimates only and time is not of the essence for delivery.
6.3.   Risk in any tangible media on which the Direct Software is delivered shall pass to the Customer on delivery.
6.4.   Acceptance Testing (if any) shall be undertaken following delivery (or following completion of the Installation Services if applicable).
6.5.   The Customer shall be deemed to have accepted the Direct Software if: (i) the Acceptance Testing is certified by North Supply to be successful; (ii) the Customer fails to provide any data or results necessary for Acceptance Testing to be undertaken within the time limits specified in the Quote or Order Acknowledgement (in respect of which, time shall be of the essence); or (iii) the Customer commences operational use of the Direct Software.
6.6.   North Supply grants to the Customer a non-exclusive licence for the Licence Term to use the Direct Software at the Licensed Location only.
6.7.   In relation to scope of use:
6.7.1.   for the purposes of clause 6.6, use of the Direct Software shall be restricted to use of the Software in object code form (in the manner specified in the Quote or Order Acknowledgement) for the purpose described in the Quote or Order Acknowledgement for the normal business purposes of the Customer (which shall not include allowing the use of the Direct Software by, or for the benefit of, any person other than an employee of Customer);
6.7.2.   for the purposes of clause 6.6, "use of the Direct Software" means loading the Direct Software into temporary memory or permanent storage on the relevant computer, provided that installation on a network server for distribution to other computers is not "use" if the Direct Software is licensed under this licence for use on each computer to which the Direct Software is distributed;
6.7.3.   the Customer may not use the Direct Software other than as specified in clause 6.6 and clause 6.7.1 without the prior written consent of North Supply, and the Customer acknowledges that additional fees may be payable on any change of use approved by North Supply;
6.7.4.   the Customer may make backup copies of the Direct Software as may be necessary for its lawful use. The Customer shall record the number and location of all copies of the Direct Software and take steps to prevent unauthorised copying;
6.7.5.   except as expressly stated in this clause 6.7, the Customer has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Direct Software in whole or in part except to the extent that any reduction of the Direct Software to human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for the purposes of integrating the operation of the Direct Software with the operation of other software or systems used by the Customer, unless North Supply is prepared to carry out such action at a reasonable commercial fee or has provided the information necessary to achieve such integration within a reasonable period, and the Customer shall request North Supply to carry out such action or to provide such information (and shall meet North Supply's reasonable costs in providing that information) before undertaking any such reduction;
6.7.6.   any Third-Party Software shall be deemed to be incorporated within the Direct Software for the purposes of this licence (except where expressly provided to the contrary) and use of the Third-Party Software shall be subject to the Third-Party Software Additional Terms. The Customer shall indemnify and hold North Supply harmless against any loss or damage which it may suffer or incur as a result of the Customer's breach of any Third-Party Software Additional Terms howsoever arising and North Supply may treat the Customer's breach of any Third-Party Software Additional Terms as a breach of this licence.
6.8.   The Customer may not use any information provided by North Supply or obtained by the Customer during any reduction permitted under clause 6.7.5 to create any software whose expression is substantially similar to that of the Direct Software nor use such information in any manner which would be restricted by any copyright subsisting in it.
6.9.   The Customer shall not: (i) sub-license, assign or novate the benefit or burden of the Direct Licence in whole or in part; (ii) allow the Direct Software to become the subject of any charge, lien or encumbrance; or (iii) deal in any other manner with any or all of its rights and obligations under this agreement, without the prior written consent of North Supply.
6.10.   The Customer shall: (i) ensure that the number of persons using the Direct Software does not exceed the number specified in the Quote or Order Acknowledgement; (ii) ensure that the Direct Software is only installed on the designated equipment specified in the Quote; (iii) keep a complete and accurate record of the Customer's copying and disclosure of the Direct Software and its users, and produce such record to North Supply on request from time to time; (iv) notify North Supply as soon as it becomes aware of any unauthorized use of the Direct Software by any person; (v) pay, for broadening the scope of the licences granted under this licence to cover the unauthorized use, an amount equal to the fees which North Supply would have levied (in accordance with its normal commercial terms then current) had it licensed any such unauthorised use on the date when such use commenced together with interest at the rate provided for under these Conditions, from such date to the date of payment.
6.11.   The Customer shall permit North Supply to inspect and have access to any premises (and to the computer equipment located there) at or on which the Direct Software is being kept or used, and have access to any records kept in connection with this licence, for the purposes of ensuring that the Customer is complying with the terms of this licence, provided that North Supply provides reasonable advance notice to the Customer of such inspections, which shall take place at reasonable times.
6.12.   North Supply warrants that the Direct Software will conform in all material respects to the Direct Software SoW for a period of 90 days from the date of this licence (“Direct Software Warranty Period”). If, within the Direct Software Warranty Period, the Customer notifies North Supply in writing of any defect or fault in the Direct Software in consequence of which it fails to conform in all material respects to the Direct Software SoW, and such defect or fault does not result from the Customer, or anyone acting with the authority of the Customer, having amended the Direct Software or used it outside the terms of this licence for a purpose or in a context other than the purpose or context for which it was designed or in combination with any other software not provided by North Supply, or it has not been loaded onto the correct equipment, North Supply shall, at North Supply's option, do one of the following: (i) repair the Direct Software; (ii) replace the Direct Software; or (iii) terminate this Licence immediately by notice in writing to the Customer and refund any of the licence fee paid by the Customer for such Direct Software as at the date of termination (less a reasonable sum in respect of the Customer's use of the Direct Software to the date of termination) on return of the Direct Software and all copies thereof, provided the Customer provides all the information that may be necessary to assist North Supply in resolving the defect or fault, including a documented example of any defect or fault, or sufficient information to enable North Supply to re-create the defect or fault.
6.13.   North Supply does not warrant that the use of the Direct Software will be uninterrupted or error-free.
6.14.   The Customer accepts responsibility for the selection of the Direct Software to achieve its intended results and acknowledges that the Direct Software has not been developed to meet the individual requirements of the Customer.
6.15.   The Customer acknowledges that any open-source software provided by North Supply is provided "as is" and expressly subject to the disclaimer in clause 6.16.
6.16.   All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this licence or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.


7.    Services

7.1.   The terms of this clause 7 apply with respect to any Services supplied pursuant to a Contract.
7.2.   Where North Supply will be providing:
7.2.1.   Software Development Services, the terms of clause 8 shall also apply to the same;
7.2.2.   Pre-Staging Services, the terms of clause 9.2.2 shall also apply to the same;
7.2.3.   Installation Services, the terms of clause 111 shall also apply to the same;
7.2.4.   Configuration Services, the terms of clause 9 shall also apply to the same;
7.2.5.   Subscription Services, the terms of clause 12 shall also apply to the same; and
7.2.6.   Support and Maintenance Services, the terms of clauses 13-18 shall also apply to the same.
7.3.   During the applicable Services Term, North Supply shall provide the applicable Services to the Customer in accordance with the Services SoW in all material respects.
7.4.   North Supply will use its reasonable endeavours to supply all relevant Services in accordance with any performance metrics set out in the relevant statement of work.
7.5.   North Supply shall use reasonable endeavours to meet any performance dates specified in the Services SoW, but any such dates are estimates only and time is not of the essence for the performance of the Services.
7.6.   North Supply shall have the right to make any changes to the Services which: (i) improve the nature or quality of the Services; (ii) are necessary to comply with Applicable Laws; (iii) result from a Sourcing Issue; or (iv) do not materially negatively affect the nature or quality of the Services, and North Supply shall notify the Customer in any such event. Such notification shall include any variations to the Charges which North Supply reasonably considers to be necessary in light thereof.
7.7.   In providing the Services North Supply shall allocate sufficient resources to the Services to enable it to comply with its obligations.
7.8.   In respect of a Service to be provided by North Supply pursuant to a Contract, where Service Credits accrue in accordance with the Quote or Order Acknowledgement, subject to the Service Credit Limit, North Supply shall automatically credit the Customer with the applicable Service Credits.  Service Credits shall either be shown as a deduction from the amount due from the Customer to North Supply in the next invoice then due to be issued under the Service Contract, or North Supply shall issue a credit note against a previous invoice and the amount for the Service Credits shall be repayable by North Supply as a debt within 10 Business Days of issue of the credit note.
7.9.   The Service Credits shall be the exclusive financial remedy for the Customer for each service failure for which a Service Credit has been set, unless:
7.9.1.   the Customer is otherwise entitled to terminate the Contract (or a part thereof) for a Default by North Supply in accordance with these Conditions; or
7.9.2.   the failure to perform the relevant Services in accordance with the Service Levels has arisen due to theft, gross negligence, fraud, fraudulent misrepresentation or wilful default.
7.10.   The parties agree that any such Service Credits have been calculated as, and are, a genuine pre-estimate of the loss likely to be suffered by the Customer.
7.11.   Where there is a Default on the part of the Customer, North Supply (without limiting its other rights or remedies) may suspend performance (and is relieved from its performance obligations) until the Customer remedies the same.


8.     Software Development Services

8.1.   The additional terms of this clause 8 apply where North Supply has agreed under a Contract to perform Software Development Services, as stated in the Quote or Order Acknowledgement.
8.2.   The Customer shall in a timely manner:
8.2.1.   provide all the Customer Content, and
8.2.2.   facilitate such access to the Customer's premises, equipment and existing systems (or those of its third-party contractors), as may be needed for North Supply to perform the Software Development Services.
8.3.   The Customer shall be deemed to have accepted the Bespoke Software from the performance of the Software Development Services if either: (i) the Customer expressly accepts the same; (ii) North Supply can evidence that the Bespoke Software meets or exceeds the requirements for the same set out in the Quote or Order Acknowledgement; or (iii) the Customer commences use of such Bespoke Software.
8.4.   Any Bespoke Software developed pursuant to the performance of any Software Development Services shall constitute Direct Software and the provisions of clause 6 shall apply to the same.


9.      Configuration Services

9.1.   The additional terms of this clause 9 apply where North Supply has agreed under a Contract to perform Configuration Services, as stated in the Quote or Order Acknowledgement.
9.2.   The Customer shall in a timely manner:
9.2.1.   provide all the Customer Content, and
9.2.2.   facilitate such access to the Customer's premises, equipment and existing systems (or those of its third-party contractors), as may be needed for North Supply to perform the Configuration Services.
9.3.   North Supply shall carry out any such Configuration Services at the Location (or, at CCS’ option where applicable, via remote access), and subject the results of such services (“Configuration”) to its standard installation and acceptance tests, or such tests as are specified in the applicable Quote or Order Acknowledgement.
9.4.   The Customer shall be deemed to have accepted the Configuration if either: (i) the acceptance testing is certified by CCS to be successful; (ii) the Customer fails to provide the data or results necessary for acceptance testing to be undertaken within the time limits specified in the Quote or Order Acknowledgement (in respect of which, time shall be of the essence); or (iii) the Customer commences operational use of the Configuration.


10.       Pre-Staging Services

10.1.   The additional terms of this clause 9.2 apply where North Supply has agreed under a Contract to perform Pre-Staging Services on any items of Customer Materials, as stated in the Quote or Order Acknowledgement.
10.2.   In order to perform any Pre-Staging Services, the relevant Customer Materials must be provided to the applicable North Supply premises set out in the Quote or Order Acknowledgement Following performance of the same, delivery of the Customer Materials to the Customer shall be undertaken in accordance with the provisions of clauses 5.4 to 5.8 (inclusive) (replacing the word “Goods” with “Customer Materials”).


11.        Installation Services

11.1.   The terms of this clause 11 apply where North Supply has agreed under a Contract to install any items of hardware or software (the “Installation Materials”), as stated in the Quote or Order Acknowledgement.
11.2.   The Customer shall provide all cabling, network interfaces, power and power adapters and any other equipment or materials, and facilitate such access to the Customer's existing systems (or those of its third-party contractors) as may be needed for the install.
11.3.   North Supply shall carry out any such installs at the Location or via remote access, at North Supply’ option, and subject the Installed Materials to its standard installation and acceptance tests (which shall be in accordance with Good Industry Practice).
11.4.   The Customer shall be deemed to have accepted the Installation Materials if either: (i) the acceptance testing is certified by North Supply to be successful; (ii) the Customer fails to provide the data or results necessary for acceptance testing to be undertaken within the time limits specified in the Quote or Order Acknowledgement (in respect of which, time shall be of the essence); or (iii) the Customer commences operational use of the Installation Materials.


12.         Subscription Services

12.1.   The terms of this clause 12 apply where North Supply has agreed to provide Subscription Services.
12.2.   North Supply shall provide the Subscription Services materially in accordance with the description and specification set out (or referred to) in the Quote or Order Acknowledgement.
12.3.   North Supply shall use reasonable endeavours to achieve any Service Levels specified in the Quote or Order Acknowledgement.
12.4.   For the purposes of determining achievement of any “availability” Service Level, availability shall be calculated by determining (as a percentage) the availability of the Subscription Services (or part thereof) during the Relevant Hours (see Quote or Order Acknowledgement) within the Measurement Period (see Quote or Order Acknowledgement).
12.5.   When making use of the Subscription Services, the Customer shall:
12.5.1.   not exceed the limitations for the same set out in the Quote or Order Acknowledgement; and
12.5.2.   not resell the Subscription Services (or any part of them);
12.6.   Failure to comply with clause 12.5 shall entitle North Supply to suspend, restrict or terminate the Customer’s access to the Subscription Services as North Supply may decide in its absolute discretion.
12.7.   North Supply may back up data on some servers solely for operational purposes. Save where otherwise stated in the Services SoW, these backups are not undertaken as part of any Subscription Services or for the benefit of the Customer. The Customer acknowledges that it is at all times responsible for maintaining full and current backups of any Customer Content stored on the Hosting Environment.
12.8.   Where North Supply wishes to undertake any Planned Maintenance, it shall provide the Customer with as much notice as possible before doing so, and shall only carry out the Planned Maintenance during the Scheduled Maintenance Hours.
12.9.   Emergency Maintenance may be undertaken at any time after providing the Customer with as much written notice as possible.
12.10.  Neither Planned Maintenance, nor Emergency Maintenance, shall count as unavailable time for the purposes of the calculation of any “availability” Service Level.


13.  Software Maintenance Services

13.1.   Where stated in the Quote or Order Acknowledgement, North Supply shall provide the following Software Maintenance Services:
13.1.1.   the Standard Support Service;
13.1.2.   the Extended Support Service;
13.1.3.   the Updating Service; and
13.1.4.   such of the Optional Support Services as are included from time to time within a Contract for Optional Support Services agreed between the parties.
13.2.   With respect to the Updating Service:
13.2.1.   North Supply shall issue Modifications of the Software as soon as practicable after they are made available to North Supply by the licensor of the relevant Software;
13.2.2.   the Updating Service shall include the supply to the Customer of all revisions to the Documentation which are necessary in order to reflect any Modification acquired by the Customer; and
13.2.3.   for the avoidance of doubt, the cost of the Updating Service is included in the Charges payable for the Standard Support Service, but excludes any sum payable by the Customer in respect of the licence of a New Version.
13.3.   Risk in, and title to, any media bearing any Software or Documentation or other information that may from time to time be supplied by North Supply shall pass to the Customer on delivery to the Customer.


14.   Hardware Maintenance Services

14.1.   North Supply shall provide the Hardware Maintenance Services for the Maintained Equipment at the Location to the Customer in accordance with:
14.1.1.   the description and specification set out in the Quote or Order Acknowledgement; and
14.1.2.   the Conditions.
14.2.   The Customer shall be entitled to change the Location on no less than 20 Business Days' notice to North Supply.
14.3.   In performing the Hardware Maintenance Services, North Supply shall restore any malfunctioning or failed Maintained Equipment to Good Working Order while in attendance at the Location. Where this is not reasonably practicable, or not reasonably practicable within Normal Business Hours (in the case of Preventative Maintenance and Included Corrective Maintenance), North Supply shall either arrange for a further visit to the Location within Normal Business Hours to complete the repair, or remove the Maintained Equipment or part of the Maintained Equipment for repair off-site.
14.4.   On the Customer informing North Supply that the Maintained Equipment is malfunctioning or has failed or is otherwise not in Good Working Order, North Supply shall:
14.4.1.   attend at the Location during Normal Business Hours; and
14.4.2.   perform Included Corrective Maintenance of the Maintained Equipment.
14.5.   On the Customer informing North Supply outside of Normal Business Hours that the Maintained Equipment is malfunctioning, has failed or is not in Good Working Order, North Supply shall:
14.5.1.   attend at the Location; and
14.5.2.   perform Additional Corrective Maintenance of the Maintained Equipment.
14.6.   With respect to Excluded Maintenance:
14.6.1.   North Supply is not obliged to perform any Excluded Maintenance unless the Customer has agreed to pay the applicable Charges in respect of it; and
14.6.2.   where North Supply is performing or has performed the Hardware Maintenance Services in circumstances where it is subsequently established that the Maintained Equipment was not in Good Working Order due to any of the Excluded Causes, North Supply may charge, and the Customer shall pay, the Additional Hardware Maintenance Services Charges in respect of that work.
14.7.   Any Additional Hardware Maintenance Services Charges shall be calculated from when the personnel arrive at the Location until they leave the Location.


15.    Replacements and Spare Parts

15.1.   Save where otherwise expressly stated in the Services SoW, in performing the Preventative Maintenance, Included Corrective Maintenance and the Additional Hardware Maintenance Services, North Supply shall not source spare parts required to restore the Maintained Equipment to Good Working Order unless requested to do so by the Customer. North Supply shall have the right to charge the Customer for the spare parts, together with the time incurred in sourcing them, in accordance with the North Supply Standard Rates.
15.2.   All spare parts and/or replacements provided by North Supply to the Customer shall become part of the Maintained Equipment and the property of the Customer. North Supply hereby assigns to the Customer (by way of future assignment), with full title guarantee and free from all third-party rights, all spare parts and/or replacements provided by North Supply. All parts and components removed from the Maintained Equipment by North Supply in the course of performing the Preventative Maintenance, Included Corrective Maintenance and/or the Additional Hardware Maintenance Services shall, unless the Customer notifies North Supply to the contrary, no longer constitute part of the Maintained Equipment and will be the property of North Supply. The Customer will assign to North Supply, with full title guarantee and free from all third-party rights, all parts and components removed from the Maintained Equipment by North Supply in accordance with this clause 15.2.


16.    Performing the Support and Maintenance Services

16.1.   In consideration for performance of the Support and Maintenance Services specified in the Quote or Order Acknowledgement, or any additional Services requested by the Customer from time to time, the Customer shall pay the Charges.
16.2.   In providing the Support and Maintenance Services, North Supply shall only undertake maintenance during the Scheduled Maintenance Hours (save in respect of Emergency Maintenance).
16.3.   The Services shall be performed in accordance with:
16.3.1.   the description and specification set out in the Quote or Order Acknowledgement;
16.3.2.   the terms of this Schedule; and
16.3.3.   the Conditions.
16.4.   North Supply shall use reasonable endeavours to comply with any response and resolution times included in the Quote or Order Acknowledgement.
16.5.   North Supply shall provide the Services from the date stated in the Quote or Order Acknowledgement. The Services supplied under this Agreement shall continue to be supplied during the term specified in the Quote or Order Acknowledgement unless terminated earlier in accordance with the terms of this Schedule or the Conditions.
16.6.   Except where expressly agreed in writing to the contrary, the Charges shall not include travel or accommodation expenses, which shall become payable upon production of appropriate receipts.


17.     Optional Support Services

17.1.   The Customer may from time to time request Optional Support Services of the type set out in the Quote or Order Acknowledgement. North Supply shall use reasonable endeavours to provide the requested services within a reasonable time, or at the times requested by the Customer.
17.2.   Where North Supply agrees to provide Optional Support Services, such agreement shall be embodied in an order for Optional Support Services. Each order for Optional Support Services shall be made under, and shall incorporate, the terms of this Schedule.


18.      On-Site Services

18.1.   North Supply's obligation to provide any Support and Maintenance Services on-site shall extend only to the Location.
18.2.   North Supply shall ensure that, while on the Customer's premises, all North Supply Personnel who enter such premises with the authority of the Customer for the purpose of, or in connection with, the provision of the Support and Maintenance Services, adhere to any security procedures and health and safety regulations made known to North Supply in advance in writing.


19.       Reseller Software/Reseller Solutions

19.1.   The terms of this clause 19 apply where North Supply is supplying either: (i) Reseller Software; or (ii) a Reseller Solution.
19.2.   The Customer shall be licensed to use the Reseller Software only as specified in the End User Agreement. For the avoidance of doubt, no licence or other rights are granted by North Supply.
19.3.   In respect of a Reseller Solution, the Customer shall subscribe to the Reseller Solution pursuant to the terms of the End User Agreement.
19.4.   At the Customer's request (and expense) North Supply shall use its reasonable endeavours to assist the Customer when it interacts with the Provider and in particular, shall assist the Customer to enforce the terms of the End User Agreement.


20.     Supported Software

20.1.   The Supported Software is:
20.1.1.   the Software set out in the Quote or Order Acknowledgement;
20.1.2.   any Modification which is acquired by the Customer and which accordingly becomes part of the Software; and
20.1.3.   any other Software which North Supply and the Customer agree should be Supported Software for the purposes of these Conditions from time to time.
20.2.   With respect to Maintenance Releases:
  
20.2.1.   as part of the Updating Service, North Supply will (where permitted by the licensor of the relevant Software) from time to time make Maintenance Releases available to the Customer without charge; and
20.2.2.   if the Customer fails to make arrangements for the installation of a Maintenance Release within 1 calendar month of North Supply’s notification to the Customer that such Maintenance Release is available, North Supply may terminate the Support and Maintenance Services provided pursuant to this Schedule by giving 1 months' written notice to the Customer.
20.3.   In relation to New Versions, if North Supply releases a New Version and the Customer decides not to acquire and install such New Version, that decision shall not give rise to any right to terminate the Support and Maintenance Services, nor shall it result in any adverse effect thereupon or the performance of North Supply's obligations. However, if North Supply has released a New Version since the version which forms part of the Supported Software, and the Customer has not, within 12 months of North Supply's having notified the Customer that a New Version is available, acquired and installed that New Version, North Supply may terminate the Support and Maintenance Services by giving 1 month's written notice to the Customer given at any time after the expiry of such period. Pending any such termination North Supply's obligations in respect of the Supported Software shall be reduced to the Legacy Obligations and the Charges shall be changed to the Legacy Fees.


21. Charges

21.1.   The price for Goods and Services is the price set out in the Quote or Order Acknowledgement. Where no price is quoted, it shall be:
21.1.1.   the price set out in North Supply’ published price list as at the date of delivery of the relevant Goods or the Start Date for performance of the relevant Services; or
21.1.2.   where applicable in respect of Services, on a time and materials basis in accordance with the Standard Rates.
21.2.   Unless otherwise specified in the Quote or Order Acknowledgement, North Supply may invoice the Customer as described in the table below:
  
Activity          Invoice
Goods upon dispatch
Software licensing annually in advance or upon dispatch as applicable
Pre-Staging Services upon dispatch
Installation Services upon installation
Configuration Services monthly in advance
Software Development monthly in advance
Hardware Maintenance Services annually one month in advance of renewal anniversary date
Additional Hardware Maintenance Services in advance
Software Maintenance Services monthly or annually in advance as applicable
Optional Support Services in advance
Subscription Services monthly in advance
21.3.   North Supply may increase the Standard Rates no more than twice in any 12-month period. North Supply shall give the Customer no less than 1 months’ notice of any such increase, and the increase may not exceed the percentage increase of the Retail Price Index in the 12 months immediately preceding the increase, or such replacement index as the parties may agree in writing from time to time, save in the case of a Sourcing Issue. Any increase shall apply with effect from the expiry of North Supply’ notice.
21.4.   The Customer shall pay each invoice which is properly due and submitted to it by North Supply within 30 days of invoice date, to a bank account nominated in writing by North Supply. If North Supply has not received a payment which is validly due within such period, and without prejudice to any other rights and remedies it may have (but subject to any Applicable Laws in force at the time which restrict or exclude the same):
21.4.1.   North Supply may charge interest on a daily basis on such due amounts at an annual rate equal to 8% over the then current base lending rate of Barclays Bank plc from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. Such interest shall accrue on a daily basis and be compounded quarterly; and
21.4.2.   North Supply may charge an administrative fee determined according to the value of the payment not received, calculated as follows:
Value of payment not received          Administrative fee
Up to £999.99 £40
£1,000 to £9,999.99 £70
£10,000 or more £100
21.5.   All Charges stated or referred to in a Contract are exclusive of:
21.5.1.   value added tax or other sales taxes, which shall be added to North Supply’ invoice(s) at the appropriate rate; and
21.5.2.   all packing, insurance and transport costs, which shall be paid by the Customer.
21.6.   North Supply may, without limiting its other rights or remedies, set off any amount owing to it by the Customer or any Affiliate against any amount payable by North Supply to the Customer.


22.  Materials

22.1.   Where North Supply agrees to hold, use or undertake Services in respect of any Customer Materials, North Supply shall use its reasonable endeavours to keep such materials secure but title to and risk in the same shall remain with the Customer, save that: (i) if the Customer fails to make any payment due to North Supply, North Supply may effect a right of lien over the Customer Materials; and (ii) if any payment remains unpaid 60 days or more beyond the Due Date, title to any the Customer Materials shall automatically transfer to North Supply.
22.2.   All North Supply Materials remain the exclusive property of North Supply. Risk in the same shall pass to the Customer on delivery to the Customer at the Delivery Location. Where North Supply arranges transport from the Delivery Location to the End Destination for the Customer, such North Supply Materials are at the Customer’s risk during such transport. The Customer’s use of North Supply Materials is limited to that expressly permitted and until the same are returned to North Supply, the provisions of clauses 5.10.1 to 5.10.5 (inclusive) shall apply equally to the North Supply Materials (save that the Customer has no right to sell the same).  At any time, North Supply may demand the Customer deliver up any North Supply Materials (without limiting other rights or remedies of North Supply) & if the Customer fails to do so promptly, enter any premises of the Customer (or a 3rd party) where the North Supply Materials are stored to recover them. the Customer hereby agrees not to attempt to effect any right of lien over the North Supply Materials.


23. Intellectual Property

23.1.   The Customer acknowledges and agrees that:
23.1.1.   North Supply and/or its licensors own all Intellectual Property Rights in the Services, the Goods, the Direct Software and the Deliverables (including any Bespoke Software and any Configuration); and
23.1.2.   the applicable Provider and/or its licensors own all Intellectual Property Rights in the Reseller Services and the Reseller Software.
Except as expressly stated herein, these Conditions do not grant the Customer any Intellectual Property Rights or any other rights or licences to, in or in respect of the Goods, Services, Software, Deliverables or any other related documentation.
23.2.   North Supply acknowledges and agrees that the Customer and/or its licensors own all Intellectual Property Rights in the Customer Content. Except as expressly stated herein or as is necessary to perform North Supply’s obligations under a Contract, these Conditions do not grant North Supply any Intellectual Property Rights or any other rights or licences to or in respect of any Customer Content.
23.3.   Nothing in these Conditions shall be construed so as to prevent North Supply from using in the furtherance of its own business general know-how or expertise gained in its performance of a Contract, provided that any such use does not constitute or result in a disclosure of any Confidential Information in breach of clause 23.1 or infringement of any Intellectual Property Rights.


24.  Confidentiality

24.1.   Each party may be given access to Confidential Information from the other party, any member of its Group or any of its Affiliates in order to perform its obligations under a Contract. A party's Confidential Information shall not include information that:
24.1.1.   is or becomes publicly known other than through any act or omission of the receiving party;
24.1.2.   was in the other party's lawful possession before the disclosure;
24.1.3.   is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
24.1.4.   is independently developed by the receiving party, which independent development can be shown by written evidence.
24.2.   Subject to clause 24.4 below, each party shall hold the other's Confidential Information (including any such information originating from any of its Affiliates or any other member of its Group) in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the performance of its obligations under a Contract.
24.3.   Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of these Conditions, save to other members of its Group, its Affiliates, or its professional advisors.
24.4.   A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 24.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
24.5.   Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any unconnected third party.
24.6.   North Supply acknowledges that the Customer Content is the Confidential Information of the Customer.
24.7.   North Supply may publicise its involvement with the Customer for its own marketing purposes, and any such publication shall not constitute an unlawful disclosure of Confidential Information for the purposes of this clause 23.13.1.


25.   Data Protection Arrangements

25.1.   The parties acknowledge that the factual arrangement between them dictates the classification of each party in respect of the Data Protection Legislation. However, the parties anticipate that the Customer shall act as a Controller and North Supply shall act as a Processor and in any such case:
25.1.1.   North Supply shall be a Controller where it is collecting and using Personal Data in relation to the management of its Customer accounts; and
25.1.2.   North Supply shall be a Processor where it is Processing Personal Data in relation to the Data Processing Particulars in connection with performing its obligations under a Contract.
25.2.   North Supply shall comply with, and shall procure that any Affiliates comply with, the provisions of the Data Protection Legislation in relation to all Personal Data that is Processed by it in connection with a Contract.
25.3.   North Supply shall be permitted to appoint sub-contractors, and to disclose Personal Data to them for Processing in accordance with the relevant Contract, provided always that the sub-contractor's right to Process the Personal Data terminates automatically on expiry or termination (for whatever reason) of the relevant Contract for which the sub-contractor was engaged.


26.   Data Protection Arrangements

26.1.   To the extent that North Supply is acting as a Processor for and on behalf of the Customer, it shall:
26.1.1.   Process Personal Data for and on behalf of the Customer for the purposes of performing its obligations under a Contract, and only in accordance with the terms of that Contract and any documented instructions from the Customer;
26.1.2.   notify the Customer immediately (and in any event within 24 hours of becoming aware of the same) if it believes (or ought reasonably to have been aware) that any of the Customer's written instructions infringe the Data Protection Legislation;
26.1.3.   implement and maintain appropriate technical and organisational security measures which are sufficient to comply with at least the obligations imposed on the Customer by the Security Requirements;
26.1.4.   take all reasonable steps to ensure the reliability and integrity of any North Supply Personnel who shall have access to the Personal Data;
26.1.5.   ensure that access to the Personal Data is restricted to only those members of North Supply’ Personnel who require it in order to discharge North Supply’ obligations under a Contract;
26.1.6.   notify the Customer promptly (and in any event within 2 Business Days) following its receipt of any Subject Access Request or correspondence from the UK Information Commissioner's Office or any other European data protection authority, and together with such notices, shall provide a copy of such Subject Access Request or correspondence and reasonable details of the circumstances giving rise to it; and 
26.1.7.   with respect to a Subject Access Request, not disclose any Personal Data in response without the express written authorisation of the Customer.
26.2.   Where North Supply becomes aware (or reasonably should have become aware) of an actual or suspected Personal Data Breach, it shall:
26.2.1.   notify the Customer as soon as is practicable, but in any event within 48 hours, including details of how the breach occurred and what Personal Data may have been compromised;
26.2.2.   implement any measures necessary to restore the security of compromised Personal Data; and
26.2.3.   assist the Customer to make any notifications to the UK Information Commissioner’s Office and affected Data Subjects.
26.3.   Except to the extent required by Applicable Law, upon the termination of a Contract for any reason, or earlier if instructed in writing by the Customer to do so, North Supply shall cease Processing all Personal Data and return and/or permanently and securely destroy so that it is no longer retrievable (as directed in writing by the Customer) all Personal Data and all copies in its possession or control (and it shall provide the Customer with a certificate signed by a duly authorised representative confirming it has done so). Where the Customer makes any such request prior to the termination of a Contract, and it serves to hinder or prevent North Supply’ obligations thereunder, the Contract shall continue despite such reduced performance, and the Charges which have been paid or which will become payable shall not be affected thereby.


27.    Limitation of Liability

27.1.   The following provisions set out the entire financial liability of either party (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the other in respect of:
22.1.1.   any breach of these Conditions howsoever arising; and
27.1.2.   any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with a Contract.
27.2.   Nothing in these Conditions shall limit or exclude North Supply’ or the Customer’s liability for:
27.2.1.   death or personal injury caused by its negligence, or the negligence of its employees, agents or sub-contractors;
27.2.2.   fraud or fraudulent misrepresentation; and
27.2.3.   any other liability which cannot be limited or excluded by Applicable Law.
27.3.   North Supply shall not be liable to the Customer or be deemed to be in breach of its obligations:
27.3.1.   to the extent that any delay in performing or failure to perform North Supply’ obligations is due to a failure by the Customer to perform its own obligations under a Contract or if delay results from a failure by the Customer to comply with reasonable requests by North Supply for instructions, information or action required by it to perform its obligations within a reasonable time; or
27.3.2.   for the consequences of any acts or omissions of the Customer or the Customer Personnel.
27.4.   In the event of a Default by North Supply, North Supply’ liability in respect of loss or damage to tangible property of the Customer shall not exceed £500,000.
27.5.   Subject to clauses 27.2-27.4, North Supply’ liability in respect of loss or damage under a Contract in any 12 month period shall not exceed the lower of:
27.5.1.   a sum equal to the total Charges paid and payable to North Supply by the Customer under such Contract during the period of 12 months immediately prior to the event giving rise to the claim, or
27.5.2.   £100,000;
however that liability arises including breach of contract, tort, misrepresentation or breach of statutory duty, provided that North Supply shall not be liable to the Customer for any loss not flowing directly and naturally in the ordinary course of events from its own act or omission.
27.6.   In no event will North Supply be liable to the Customer (whether in contract, tort, negligence or otherwise):
27.6.1.   for the Reseller Solutions or the Reseller Software beyond compliance with clause 19.4;
27.6.2.   for any loss not flowing directly and naturally in the ordinary course of events from its own act or omission;
27.6.3.   for any loss of profit, revenue, use, anticipated savings, data, goodwill or opportunity or damage to reputation;
27.6.4.   for any indirect, special or consequential loss or damage;
27.6.5.   to the extent that any delay in performing or failure to perform North Supply’s obligations is due to a failure by the Customer to perform its own obligations under a Contract or if delay results from a failure by the Customer to comply with reasonable requests by North Supply for instructions, information or action required by it to perform its obligations within a reasonable time; or
27.6.6.   for the consequences of any acts or omissions of the Customer or the Customer Personnel.


28.     Term and Termination

28.1.   Each Contract shall commence on the Effective Date and continue for the duration stated in the relevant Order or Order Acknowledgement (the “Initial Term”). Unless terminated in accordance with its terms, the Contract shall renew for further successive periods (each a “Renewal Period”), each being no less than the length of the Initial Term. The Initial Term, together with any Renewal Periods shall constitute the Term.
28.2.   Without prejudicing any other right or remedy available to it, either party may terminate the Contract upon expiry of the Initial Term or any Renewal Period by giving no less than 60 days’ notice to the other party.
28.3.   Without prejudicing any other right or remedy available to it, either party may terminate the relevant Contract with immediate effect by giving written notice to the other party if:
28.3.1.   the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 10 Business Days after being notified in writing to make such payment;
28.3.2.   the other party commits a material breach of any other term of the Contract which breach is irremediable or (if remediable) fails to remedy it within a period of 10 Business Days after being notified in writing to do so; or
28.3.3.   the other party repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms under the Contract.
28.4.   Without prejudicing any other right or remedy available to it, North Supply may terminate any Contract should an Insolvency Event occur.
28.5.   Without prejudicing any other right or remedy available to it, North Supply may terminate any Contract with immediate effect by giving written notice to the Customer if there is a change of control of the Customer (within the meaning of section 1124 of the Corporation Tax Act 2010).
28.6.   Without prejudicing any right to terminate which North Supply may have, North Supply will be entitled to suspend any Services without notice if:
28.6.1.   there is a Default on the part of the Customer; or
28.6.2.   any of the events set out in clauses 28.2, 28.4 or 28.6 occur in relation to the Customer.
28.7.   North Supply may rely on the suspension to relieve it from the performance of any of its obligations in each case to the extent the suspension prevents or delays the performance by North Supply of any of its obligations and North Supply shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from any failure or delay by North Supply to perform any of its obligations as set out in this clause. North Supply shall during the period of any suspension be entitled to refuse to release any IP Address used by the Customer allocated by North Supply.
28.8.   Where North Supply acquires the right to terminate or suspend Services under a Contract pursuant to this clause 27.6.2.2, such right shall extend to any other Contracts concluded between the parties incorporating these Conditions, whether prior or subsequent to the Contract under which the right of termination or suspension has arisen.


29.     Consequences of Termination

29.1.   On termination for any reason:
29.1.1.   all rights granted to the Customer under the Contract shall cease;
29.1.2.   the Customer shall cease all activities authorised by the Contract; and
29.1.3.   the Customer shall immediately pay any sums due to North Supply.
29.2.   Subject to North Supply’ obligations with respect to any other Contract which remains in force:
29.2.1.   each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party; and
29.2.2.   provided all sums due to North Supply’s Group from Customer’s Group have been paid, North Supply shall make available to the Customer via North Supply’ FTP site a copy of all Customer Content in a commonly-readable electronic format for a period of no more than 6 days following termination. After such period, North Supply may permanently delete all Customer Content residing on its systems.


30.      Assignment

30.1.   The Customer may not freely assign, sub-contract, charge or otherwise deal in any other manner with all or any of its rights or obligations under a Contract without the consent of North Supply.
30.2.   North Supply may freely assign, sub-contract, charge or otherwise deal in any other manner with all or any of its rights or obligations under a Contract without the prior written consent of the Customer.
30.3.   The Customer agrees that it shall co-operate and undertake all matters at North Supply’ cost and expense that are necessary to novate or assign any Contract or any parts thereof to any third party when requested to do so by the Customer.


31.       Force Majeure

31.1.   Neither party shall be in breach of a Contract nor liable for delay in performing, or failure to perform, any of its obligations under that Contract if such delay or failure results from events, circumstances or causes beyond its reasonable control, including strikes; lock-outs or other industrial disputes (except with respect to that party's own employees); acts of God; war; riot; civil commotion; compliance with any law or governmental order, rule, regulation or direction; accident; fire, flood, or storm. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for 2 months, the party not affected may terminate the relevant contract (together with any other Contract between the parties) by giving 10 Business Days' written notice to the other party.


32.      Notices

32.1.   A notice given pursuant to the Contract shall be in writing, addressed to the place of business of the relevant party, directed to the named individuals given in the Quote (if any) and shall be: (i) delivered personally; (ii) sent by e-mail; or (iii) sent by pre-paid special delivery.
32.2.   A notice is deemed to have been received:
32.2.1.   if delivered personally, at the time of delivery;
32.2.2.   in the case of e-mail, at the time of transmission, provided a delivery notification is obtained evidencing delivery of the email; and
32.2.3.   in the case of special delivery, the date on which delivery takes place, as evidenced by the acknowledgement from the Royal Mail,
provided that, if receipt is not within Normal Business Hours on a Business Day, delivery shall be deemed to be when business next starts in the place of receipt.


33.       Dispute Resolution

33.1.   A notice given pursuant to the Contract shall be in writing, addressed to the place of business of the relevant party, directed to the named individuals given in the Quote (if any) and shall be: (i) delivered personally; (ii) sent by e-mail; or (iii) sent by pre-paid special delivery.
33.1.1.   either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (a “Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the parties shall attempt in good faith to resolve the Dispute; and
33.1.2.   if the parties are for any reason unable to resolve the Dispute within 60 Business Days from service of the Dispute Notice, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR Solve. To initiate the mediation, a party must serve notice in writing (an “ADR Notice”) to the other party to the Dispute, requesting mediation. A copy of the ADR Notice should be sent to CEDR Solve. The mediation will start not later than 30 Business Days after the date of the ADR Notice.
33.2.   If the Dispute is not resolved within 3 months of the mediator’s appointment, then either party may commence Court proceedings, but provided that nothing in this clause 33.2 shall prevent either party from either continuing with any means of alternative dispute resolution as may be agreed in writing from time to time, or seeking an injunction or other interim relief at any time if it reasonably believes such action is necessary to prevent irreparable damage.


34.       General

34.1.   A natural or legal person who is not a party to the Contract shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. This clause does not alter any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
34.2.   Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by North Supply. A waiver of any right 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 preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy. Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
34.3.   The construction, validity and performance of each Contract shall be governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the English Courts.
34.4.   No delay or omission by the Customer in exercising any of its rights or remedies under a Contract or under any Applicable Law on any occasion shall be deemed a waiver of, or bar to, the exercise of such right or remedy or any other right or remedy upon any other occasion.
34.5.   In the event that any provision of a Contract shall be void or unenforceable by reason of any provision of Applicable Law, it shall be deleted and the remaining provisions hereof shall continue in full force and effect and, if necessary, be so amended as shall be necessary to give effect to the original intent of the Contract so far as possible.
34.6.   Nothing in a Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between the parties, nor constitute any party the agent of the other party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
34.7.   Each party undertakes to the other that it will not, and will procure that its employees will not, in the course of performing its obligations under a Contract, knowingly engage in any activity which would constitute a breach of the Bribery Act 2010 and that it has in place a compliance programme designed to ensure compliance with the terms of the Bribery Act 2010 and has and will maintain in place, adequate procedures designed to prevent any of its third party contractors or sub-contractors from undertaking any conduct that would give rise to an offence under the Bribery Act 2010.