Terms and Conditions
These terms and conditions cover the provision by Accelerator Limited, Jewry House, Jewry Street, Winchester, Hampshire, S023 8RZ, UK ("us", "we", or "our", and including our successors and permitted assigns) of the services specified in each order from (the "services") with, and the receipt of those services by, the customer specified in each such order form ("you" or "your", and including you successors and permitted assigns).
1. Scope of Services: If you do not pay us directly for the services that means we are not providing the services to you (even if they are sold in our name), but are acting as a referral agent to a third party who is responsible for the provision of those services and we will not be liable for any loss or damage you incur in connection with those services or such a third party. We are a reseller of all other services and as a result we rely on our third party suppliers to provide those services to us for us to provide them to you. Where our third party suppliers from time to time offer us a service level agreement applicable to specified services, we will also apply a service level agreement between us and you for the same services. Copies of those service level agreements are available upon request from us.
2. Changes to these Terms: These terms and conditions, including the service level agreements and the charges for the services specified in any order form between us and you, may be changed by us from time to time by giving at least 30 days prior written notice to you and by posting on www.accsimple.com revised terms and conditions or changes at least 30 days prior to them taking effect.
3. Services and Use: We will provide you with items and things which we consider necessary as part of the services but otherwise you must provide all other items and things relating to the services. While risk will pass to you upon any delivery to you, title in items and things provided by or on behalf of us at all times remains with us. You must ensure that you do not intentionally or negligently damage, destroy or encumber any item or thing provided to us by or on behalf of us or any other item or thing used by us in connection with the services. You will not introduce or allow to be introduced into any item or thing provided by or on behalf of us any virus or other harmful or effecting item or thing. You will not use or allow the use of any of the services in any manner which is illegal, inappropriate, annoying, indecent, obscene, abusive offensive or causes any loss or damage. You will not resell or otherwise make any of the services available to any third party without our prior written consent. You will indemnify us for any claim, loss, damage or expense arising in any way in connection with any content (including data or information) introduced by or on behalf of you in relation to any services, You are responsible for making sure the service is working how you need it to work on your PC or server and are you are responsible for contacting us if you are unsure or if a warning appears, we will not take responsibility if you ignore these notices or warnings, including whether data is or is not being backed up.
4. Licence: We will licence you to use intellectual property rights strictly as necessary for you to receive the services and on a non-exclusive, revocable, non-transferrable basis within the UK and for the duration of your order with us. You must not allow any copying, modification, adaptation, reverse engineering or other dealing in relation to those intellectual property rights, nor remove any proprietary or other notices, unless you have our prior written consent to do so. Where the services include Microsoft products, you also agree to comply with the terms and conditions for Microsoft software, and to the agreement between Microsoft and you, both being attached to these terms and conditions.
5. Charges: You agree that the provision of the services by us is subject to the payment by you of the charges specified in each order form applicable for the services, including services ordered by email. You will pay the number of users or services you are using at your monthly end for that quarterly invoice period, with a minimum invoice value of the services you have signed up for on your contract for the length of that contract. You will pay those charges quarterly in advance for the first quarter and then quarterly by signed direct debit mandate in place for us or within 14 days from the date that we issue an invoice to you. We may charge you interest on any overdue amounts at the rate of four per cent per annum above the base Lloyds TSB lending rate from time to time from the overdue date until payment is received by us (whether before or after any judgment). All charges are without VAT and other taxes on the services included and VAT and each other tax on the services is payable by you. The charges also do not include any packaging, delivery and insurance costs to be incurred by or on behalf of us on your behalf (which will also be payable by you).
6. Duration and Termination: Except for any one off delivery, each service (whether specified in an order form or notified by you to us including email) lasts for a minimum period of 36 months following the day you start or your customer starts using the relevant service (the ‘Initial Term'), unless terminated in accordance with clauses 7 or 8. At the expiry of the Initial Term and of each following 12 month period (each a ‘Renewal Period'), the services shall automatically renew for further periods of 12 months, unless you give 90 days written notice of your intention to terminate the services, such notice to be given within 30 days of the expiry of the Initial Term or each Renewal Period. You or we may end the services with immediate effect by giving written notice to you (as applicable) at any time after we or you (as applicable) commit a material breach of any material term or condition and (if such a breach is capable of remedy) fails to remedy that breach within 30 days of us or you (as applicable) being notified of that breach by you or us (as applicable).
7. Termination for Insolvency: You or we may end the services with immediate effect by giving written notice to us or you (as applicable) at any time after we or you (as applicable) have a winding up petition presented against us or you (as applicable) or enters into liquidation, compounds with or makes any arrangement with our or you creditors (as applicable), has a receiver, manager, administrative receiver or administrator appointed over the whole or substantially the whole of our or your assets (as applicable) or makes a general assignment for the benefit of our or your creditors (as applicable), has an administration petition presented or administration application made against us or you (as applicable) or a notice of intention to appoint an administrator has been given to any person or if we or you (as applicable) cease or threaten to cease to carry on business or make any material change to that business, or if we or you (as applicable) suffer any analogous process under any law.
8. Suspension and Termination: We may end services or suspend them for a period of up to twenty (20) working days at our option if you do not pay any amount when due, or if our suppliers cease providing the relevant services to us and we cannot obtain those services immediately on the same pricing and other basis from another supplier. We may suspend services for operational or maintenance purposes provided that we minimise the period of suspension as far as practicable.
9. Effects of Termination: Termination does not affect any accrued rights and obligations at the time of termination. All property (tangible or intangible and including confidential information) belonging to you or us must be returned promptly to us or you (as applicable) following termination. We will use commercially reasonable endeavours to provide support within the scope of the services to you in relation to such termination. Clauses 5 to 17 will survive expiry or termination for any reason (but only for a period of three years in the case of the protection of confidential information under clause 12).
10. Warranties and Liability: You agree that:
(a) the services are provided on an "as is" basis and that all warranties, conditions and representations expressed or implied by contract, statute or otherwise (including that the services are of a satisfactory quality or fit for purpose) are excluded;
(b) we will not be liable to you (whether for breach of contract, negligence or otherwise) for any loss or damage which is indirect or consequential or for any loss of revenue, data, goodwill or anticipated savings, even if we have been advised of the possibility of them being incurred;
(c) we will not be liable to you for any delay in, or failure of, the services due to any occurrence, event or cause beyond our reasonable control (including telecommunications and other means of communication, the internet, data security, third party websites and goods and services, information on our website being accurate, complete and up-to-date, or acts or omissions of agents or third parties other than our relevant suppliers); and
(d) our liability to you (whether for breach of contract, negligence or otherwise) will be limited to the amount of the charges for the services paid by you to us in the 12 months preceding the cause of action arising.
11. Further Provisions Regarding Liability: Nothing shall exclude or limit our liability for death or personal injury caused by our negligence, for fraud or deceit, or a breach of section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982. The invalidity, illegality or unenforceability of any term or condition will not affect or impair the continuation in force of the remainder of these terms and conditions.
12. Confidentiality: You and we will treat as confidential all information of a confidential nature about us or you (as applicable) and will not disclose such information to any third person, except to employees or professional advisers (or those of any permitted subcontractor) who need to know such information, with the prior written consent of us or you (as applicable), or as required by applicable law or regulation (or an authority with the requisite power), and provided that reasonable endeavours are used to ensure that those recipients agree to comply with substantially equivalent provisions to protect that confidential information. This restriction shall not apply to information which is lawfully obtained from a third party, which was already known prior to the disclosure, which was independently developed without reference to the confidential information, or which is already public knowledge or becomes so at a future date (otherwise than as a result of a breach of this restriction). Neither you or we may refer to the fact or subject matter of these terms and conditions or any order form in any publicity or advertising without first obtaining the prior written consent of us or you (as applicable).
13. Assignment, Subcontracting and Third Party Rights: We may assign or subcontract any of our rights or obligations to any third party from time to time without your consent (such consent hereby being given). No third party will have any right to enforce or rely upon any provision of these terms and conditions, including under the Contracts (Rights of Third Parties) Act 1999.
14. Entire Agreement, Variations and Relationship: These terms and conditions as updated pursuant to clause 2, together with each order form, constitute the entire agreement, and superseded any previous agreements, between us and you relating to the subject matter of these terms and conditions (and each such order). Except as expressly provided otherwise in these terms and conditions, a variation to these terms and conditions is valid only if it is in writing and signed by or on behalf of you and us. Nothing in these terms and conditions creates, or will be deemed to create, a partnership between you and us.
15. Cumulative Rights and No Waiver: The rights and remedies contained in these terms and conditions are exclusive and not cumulative of rights and remedies provided by law. A failure to exercise or delay in exercising a right or remedy provided by these terms and conditions does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by these terms and conditions prevents a further exercise of the right or remedy or the exercise of another right or remedy.
16. Notices: Any notice under or in connection with these terms and conditions must be in writing and shall be delivered in person, sent by registered mail as appropriate, properly posted and fully pre-paid in an envelope properly addressed or sent by facsimile or e-mail to the respective addressee at its usual place of business or to such other address, facsimile number or e-mail address as may from time to time be designated by notice hereunder. Any such notice shall be considered to have been received on the next working day following delivery, facsimile or e-mailing or in any other event within seven (7) days after it was mailed in the manner provided under this clause.
17. Compliance with Laws, Governing Law and Jurisdiction: You agree to comply with all applicable laws and regulations in connection with these terms and conditions and the performance of your obligations under them (including in relation to data protection, interception and monitoring of communications, email marketing, and computer misuse). These terms and conditions, and all matters arising from or in connection with them, shall be governed by and construed in accordance with the laws of England and Wales. Any dispute which may arise between the parties concerning these Terms shall be determined by the English Courts and the parties hereby submit to the non-exclusive jurisdiction of the English Courts for such purpose.