STANDARD TERMS AND CONDITIONS – SERVICES

These terms and conditions (“Terms”) are the Terms that apply to the purchase of Goods and/or Services from Boundary IT Services Ltd, a company registered in England, with a company registration number 06796279, whose registered address is 62 The Street, Rustington, West Sussex, BN16 3NR, and whose trading address is Unit 6 Northbrook Business Park, Northbrook Road, Worthing, West Sussex BN14 8PQ (“Boundary”)
(“we”, “us”, “our”)

1. Definitions and Interpretation
1.1 In these Terms:
a. “Agreed Date” means the date on which the provision of the Goods and/or Services will commence as agreed by the Parties;
b. Agreed Times” means the times which the Parties shall agree upon during which Boundary shall have access to the Property to render the Goods and/or Services.
c. “Business Days” means, any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in England and Wales;
d. “Confidential Information” means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with any agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such).
e. “Customer” means the individual or business that requires the Goods and/or Services subject to these Terms and any agreement;
f. “Domain Name” means your website name. A Domain Name is the address where internet users can access your website.
g. “Goods” means any goods that are required in any Order or as part of the Services.
h. “Job” means the complete rendering of the Services;
i. “Order” means the Customer’s initial request to acquire the Services, Goods and/or products, Goods and/or products from Boundary as set out in these Terms;
j. “Party” mean Boundary or Customer;
k. “Parties” means Boundary and Customer;
l. “Property” means the Customer’s property or premises, as detailed in the Order and any agreement, at which the Services are to be rendered, including any accessways or adjoining buildings;
m. “Services” means including but not limited to any Information Technology and Telecommunication services provided by Boundary as detailed in these Terms.
n. “Visit” means any occasion, scheduled or otherwise, on which Boundary shall visit the Property to render the Goods and/or Services.
o. “Work Area” means the part of the Property within which the Services are to be delivered.
1.2 The headings of these clauses shall not affect the interpretation thereof.
1.3 If there is any inconsistency between what is set out in any of the conditions in these Terms and what is set out in any signed agreement or communication in writing or variation (“Variation”) agreed in writing between the Parties the Variation shall prevail.
1.4 These Terms are the entire agreement between the Parties and supersedes any representations, documents, negotiations or understandings, whether oral or written, made, carried out or entered into before the date of receipt of these Terms, except that this clause shall not exclude liability in respect of any fraudulent misrepresentation.
2. Orders Quotes, Deposit and Acceptance of Works
2.1 Boundary accepts orders for Goods or Services in writing (for the purposes of these Terms ‘in writing’ means letter or email, not fax).
2.2 Boundary may provide paperwork to the Customer which shall provide prompts for all required information.
2.3 Where a deposit on works is required it will be set out in any Quotation.
2.4 Orders shall not be deemed confirmed until any deposit or pre-payment for Goods and/or Services is made by the Customer, if requested by Boundary.
2.5 Boundary’s Quotation is not an offer but merely an invitation to the Customer to make an order for Goods and /or Services under the terms and conditions of the Quotation.
2.6 Boundary will not be bound to any estimate or quotation provided orally.
2.7 Boundary may refuse to accept an order:
2.7.1 where goods are not available;
2.7.2 where Boundary cannot obtain authorisation for your payment;
2.7.3 if there has been a pricing or product description error;
2.7.4 if you do not meet any eligibility criteria set out in our Terms; or
2.7.5 for any other reason at our sole discretion.
2.8 For each project Boundary will endeavour to give the Customer an estimated project plan within a specified time plan. The Customer accepts that there may be variations to timelines set out in any documents.
2.9 Any estimate or quotation supplied by Boundary is subject to withdrawal at any time before receipt of an unqualified acceptance from the Customer, and shall be deemed withdrawn unless it has been accepted within 14 days.
2.10 Any estimate or Quotation provided by Boundary may be revised in the following circumstances:
a. If after the submission by Boundary, the Customer instructs Boundary in writing to provide additional works or services not referenced or detailed.
b. If following the submission by Boundary, there is an increase in the cost of materials to be supplied.
c. If following the submission by Boundary, it is discovered further works and services need to be carried out which had not been anticipated.
d. If following submission or works carried out, it is discovered that there was a manifest error when the estimate or quotation was prepared.
3. Prices, Fees and Payment
3.1 Prices are subject to alteration or withdrawal without notice.
3.2 Orders can only be accepted subject to the condition that Goods will be invoiced at prices ruling on the date of dispatch from warehouse unless otherwise stated on an official quotation of Boundary.
3.3 Boundary endeavours to ensure all Quotations include the price payable for the Goods and/or Services and for the estimated sundry parts and other products required to render the Services.
3.4 Boundary shall invoice the Customer as set out in any agreement or Quotation.
3.5 Payment is accepted by BACS, bank transfer or direct debit.
3.6 All Fees are exclusive of all Value Added Tax, sales, use, excise and other taxes, which may be levied on either party as a result of the provision of the work.
3.7 Boundary shall use all reasonable endeavours to use only the sundry parts and other products required (and quantities thereof) set out in the Quotation and any agreement, however if additional sundry parts and other products required are required any final price shall be adjusted to reflect this.
3.8 In the event that the prices of sundry parts and other products required or Services increase during the period between the Customer’s acceptance of the Quotation and the commencement of the Services, Boundary shall inform the Customer of such increase and of any difference in the price.
3.9 In the event of non-payment or default in payment by the Customer in accordance with agreed terms, Boundary shall be entitled without prejudice to any other right or remedy to charge interest to either an individual not a business or business, as set out in the Late Payment of Commercial Debts (Interest) Act 1998 and subsequent amendments, and add any reasonable legal fees and debt recovery charges on a full indemnity basis in respect of all invoices which are not wholly paid by the due date.
3.10 Where the Client is a limited company then the directors named at Companies House on the date of receipt of these Terms agree they will accept and incur personal liability for any fees or disbursements accrued by the limited company. Where the legal entity is an LLP then the named partner(s) who agreed the contract accept personal liability for any fees due to Boundary.
3.11 Neither Party shall be entitled to set-off any sums in any manner from payments due or sums received in respect of any claim under these Terms or any agreement at any time.
4. Services
4.1 Prior to the start of the Job Boundary may need to carry out a full inspection of the Property in order to ensure that the agreed Services are appropriate for the Property and can be rendered safely.
4.2 The Services shall be rendered in accordance with the specification and any accepted Quotation and in any Agreement (as may be amended by mutual agreement from time to time).
4.3 Boundary may provide sketches, plans, diagrams or similar documents in advance of the Job. Any such material is intended for illustrative purposes only and is not intended to provide an exact specification of the Job nor to guarantee specific results.
4.4 Any materials required and set out by the Customer may be subject to advance payment and, as such, if agreed upon order must be paid via cleared funds to Boundary seven (7) working days prior to any Agreed Date. Any variation to this is at the discretion of the Boundary directors & agreed upon at time of order/works agreement.
4.5 Boundary shall ensure that the Services are rendered with reasonable care and skill and to a reasonable standard which is commensurate with best trade practice.
4.6 Boundary shall ensure that all Goods and any products, parts, materials and other goods used in delivering the Services are in compliance with any relevant standards and are free of defects at the time of use.
4.7 In as much as is reasonably possible, Boundary shall use its reasonable endeavours to ensure that no work done will have any effect on the Property outside of the Work Area.
4.8 Any extra protection or shielding required by the Customer will be agreed with the Customer and charged back to the Customer as agreed.
4.8.1 Where any such effects as set out in sub clause 5.6 occur, Boundary agrees to carry out all necessary remedial work in agreement with the Customer.
4.9 Boundary shall ensure they comply with any and all relevant codes of practice.
4.10 Unless otherwise agreed Boundary shall properly dispose of all waste that results from the rendering of the Services.
4.11 If any damage is done by Boundary during the course of the Job that is the fault of Boundary, then Boundary shall make good that damage prior to completing the Job.
4.12 Where any inspections are required following the completion of the Job it shall be agreed between the Customer and Boundary to ensure that those inspections are carried out.
4.13 Boundary will not be held liable for any circumstances which it could not have foreseen at the initial quote stage (the “Unforeseen Event”) and the Customer agrees to pay any extra costs to remedy any Unforeseen Event that cause postponement or cessation of the Services, after the initial quote have been accepted by the Customer that could not have been foreseen during the exercise of due diligence by Boundary during the quoting and acceptance stage.
4.14 If, during any delivery of Services within any agreement, the Customer requests remedial or making good works from any other tradesperson(s) or Boundary then Boundary will not accept any claim against the requested works.
4.15 Time shall not be of the essence in the rendering of the Services under these Terms or under any Agreement.
4.16 Subject to compliance with its obligations of confidentiality Boundary may provide services similar to the Services supplied to you to any third party.
4.17 The Customer may request that Boundary provide additional services and or work that are outside the scope of the Services and / or work listed in any agreement. Such additional services may, amongst other things, include training, implementation, integration, or consultancy.
4.17.1 If such additional services are requested, Boundary agrees to provide them to the Client on a time and materials basis unless otherwise agreed.
4.18 Any Goods delivered are to be checked on delivery. Customer must notify Boundary of any product quality issues at time of delivery or prior to installation.
4.19 The property in any Goods delivered shall not pass to the Customer until their price and interest and any other, sum(s) payable have been paid in full.
4.20 Until actual payment of all such sum(s), the Customer shall hold Goods in the fiduciary capacity of bailee (and without prejudice to the generality of the foregoing, the Customer shall store and mark goods in such manner that they shall be readily ascertainable as goods which are the property Boundary).
4.21 The provisions of this clause 4 does not affect a Customer’s statutory rights
5. Management & Publicity
5.1 Each Party will use its best endeavours to appoint a named representative who will be the primary point of contact for each Party in relation to matters arising day-to-day with respect to any agreement. Where possible, all communications to either party should be addressed to that Party’s representative.
5.2 Neither Party will, directly or indirectly make any media release, public announcement or public disclosure relating to any agreement or its subject matter without the consent of the other Party (such consent not to be unreasonably withheld or delayed) unless it is required to make the announcement or disclosure by law or by a stock exchange.
6. Customer’s Obligations
6.1 If and to the extent the Customer requires any licenses, permits, registrations or other authorisations of any governmental or semi-governmental body, agency, or organization in connection with the execution of Services pursuant to any Agreement, Customer undertakes to obtain such licenses, permits, registrations and other authorisations and Customer undertakes to indemnify and hold Boundary harmless from and against any claims of such governmental or semi-governmental bodies, agencies or organisations or of any other third parties relating to the omission of Customer to obtain such licenses, permits, registrations and other authorisations.
6.2 The Customer shall ensure that Boundary can access the Property at the Agreed Times to render the Services.
6.3 The Customer shall ensure that Boundary has access to electrical outlets.
6.4 The Customer shall ensure that the Work Area is kept clear of hazards, furniture, fixtures and fittings and out of use for the duration of the Job unless otherwise directed by Boundary.
6.5 If the Customer does access the Work Area at any time during the course of the Job they must observe all relevant health and safety rules and must comply with any additional instructions given to them by Boundary.
6.6 The Customer must give Boundary at least 5working days’ notice if Boundary will be unable to provide the Services on a particular day or at a particular time. Boundary will not invoice for cancelled Visits provided such notice is given. If less than 5 days’ notice is given Boundary may invoice the Customer at his normal rate.
6.7 The Client undertakes to :
6.7.1 pay the Fees; and
6.7.2 fully co-operate with Boundary’s personnel in the diagnosis of any error or defect in any of the Services; and
6.7.3 fully co-operate with Boundary’s personnel and law enforcement officers in the event of any suspected criminal activity; and
6.7.4 comply in all material respects with all applicable laws and regulations at all times during any agreement.
7. Cancellation
7.1 As a Customer:
7.1.1 you have 14 days under the Consumer Contracts Regulations 2013 from the date of your Order Confirmation to cancel.
7.1.2 if you do not start using the Services you may exercise your right to cancel within 14 days and any agreement will end immediately and we will refund you in full for the Services purchased. however, once you start using the Services this period will no longer be valid;
7.1.3 you cannot exercise the 14 day period if you have started to download or stream digital products.
7.2 Nothing provided by us including, but not limited to, sales and marketing literature, price lists and other documents constitutes a contractual offer capable of acceptance. Your Order constitutes a contractual offer that we may, at our discretion, accept.
7.3 A legally binding contract between us and you will be created upon our acceptance of your Order, indicated by our Order Confirmation. Order confirmations will be provided by email in writing.
7.4 If we are unable to accept your Order, we will inform you of this in writing via email and will not charge you for the Services. This might be because of unexpected limits on our resources which we could not reasonably plan for, because we have identified an error in the price or description of the product or Service, or because we are unable to meet a delivery deadline.
7.5 We may cancel your Order at any time before we begin providing the Services due to the unavailability of required personnel or materials, or due to the occurrence of an event outside of our reasonable control. If such cancellation is necessary, we will inform you as soon as is reasonably possible. If you have made any payments to us under Clause 3 (including, but not limited to the Deposit), the payment(s) will be refunded as soon as is reasonably possible, and in any event within 14 Calendar Days of us informing you of the cancellation. Cancellations will be confirmed in writing.
7.6 If your Order is changed we will inform you of any change to the Price in writing.
7.7 We may change the Services:
7.7.1 to reflect changes in relevant laws and regulatory requirements; and to implement minor technical
adjustments and improvements, for example to address a security threat.
7.8 These changes will not affect your use of any products or Services.
7.9 During the Order process we will let you know when we will provide the Goods/Services to you.
7.10 If the Services are a one-off purchase of digital content, we will make the digital content available for download by you as soon as we accept your Order
Cancellation of Domain Names
7.11 Domain names initially purchased on behalf of the client will auto renew 30 days before the anniversary unless expressly notified in writing to the directors of Boundary that the Domain Name is no longer required and the auto renew is to be cancelled 30 days before the renewal anniversary. Failure to do so will result in all charges incurred relating to the Domain Name to be relayed to the client in the usual way.

8. Liability, Indemnity and Insurance
8.1 The Customer shall indemnify Boundary against all claims, demands, proceedings, actions, damages, costs, expenses and any other liabilities in respect of, or arising out of, the provision of the Services in relation to the injury or death of any person, or loss of or damage to any property including property belonging to Boundary or Boundary ’s Customer, financial loss arising from any advice given or omitted to be given by the Customer any other loss which is caused directly or indirectly by any act or omission of the Customer. This does not apply to the extent that such injury, death, loss or damage arises out of the act, default, or negligence of Boundary, its employees, or agents not being the Customer or persons engaged by the Customer.
8.2 Boundary will accept liability for:
8.2.1 death or personal injury resulting from its negligence;
8.2.2 fraud or fraudulent misrepresentation;
8.2.3 any other liability which cannot be excluded by law.
8.3 Boundary will accept liability for direct physical damage to the tangible property of the Customer to the extent it is caused by the negligence of Boundary.
8.4 Except as provided in clause 8.2 Boundary’s total liability in respect of any one default under any Order shall not exceed the total amount being paid under that Order. If a number of defaults give rise to substantially the same loss or are attributable to the same or similar cause, then they shall be regarded as giving rise to only one claim. Boundary will be afforded a reasonable opportunity to remedy any such default.
8.5 Boundary shall not be liable for loss of profit or goodwill of the Customer or any other person arising, directly or indirectly, from any breach of these Terms or any agreement or for any other indirect or consequential damage whatsoever save as provided in this clause.
8.6 Boundary shall ensure that it has in place at all times suitable and valid insurance covering Employers Liability and Public Liability.
8.7 Boundary is not liable for any loss or damage suffered by the Customer which results from the Customer’s failure to:
8.7.1 follow any instructions given by Boundary; or
8.7.2 any withdrawal of Services and support following a termination by either Party.
8.8 The Customer shall indemnify Boundary against any costs, liability, damages, loss, claims or proceedings arising out of the Customer’s failure to meet any of its obligations or any other breach of these Terms or any agreement.
8.9 Boundary is not liable for the failure to perform any of its obligations under any agreement to the extent that such failure is caused directly or indirectly by:
8.9.1 any failure by the Customer to perform its obligations under any agreement in whole or in part, or in a timely manner;
8.9.2 any negligent or unlawful conduct by or on behalf of the Customer, its employees, agents or any contractors;
8.9.3 untimely, inaccurate or incomplete information provided to Boundary by the Customer;
8.9.4 the Client’s failure to make available information, materials, software, hardware, equipment and personnel as and when required under any agreement;
8.9.5 the failure of any software, hardware or equipment operated by the Customer;
8.9.6 failure of the Customer to pay for any Services or Goods that results in Boundary not delivering the Services or Goods because of non-payment.
8.10 Except as provided in clause 8.2, Boundary shall not be liable for:
8.10.1 loss of business, profits, revenue, anticipated savings, (even where the same arise directly from a breach of these conditions);
8.10.2 special, indirect or consequential losses, even if foreseeable by or in the contemplation of Boundary ; or
8.10.3 any claim made against the Customer by any other person.
8.11 Boundary accepts no liability or responsibility for any defects which result from the work of third-party contractors over which Boundary has no control.
9. Guarantee and Warranty
9.1 Each Party represents and warrants it has full corporate power to execute, deliver and perform its obligations under any agreement and there are no actions, claims, proceedings or investigations pending or threatened against it or by it of which it is aware, and which may have a material effect on the subject matter of any agreement and it has all licences, authorisations, consents, approvals and permits required by all applicable laws and regulations in order to perform its obligations under any agreement, and otherwise complies with all laws and regulations applicable to the performance of those obligations.
9.2 Except for any express warranties set out in any agreement the provision of the Services are performed, provided and made available on an “as is” basis and the Customer’s use of any Services is at its own risk. Boundary does not make, and hereby disclaims, any and all other express and/or implied warranties, including but not limited to warranties of satisfactory quality, fitness for a particular purpose and any warranties arising from course of dealing, usage or trade practice.
9.3 Boundary does not warrant that the work and / or Services provided hereunder will be uninterrupted or error free.
9.4 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from any agreement.
10. Provision of Loan Equipment
10.1 Where the requirement arises Boundary will use its best endeavours to:
10.1.1 supply emergency replacement hardware to a Customer on the next working day; and
10.2 Ensure the hardware supplied will be fit for purpose.
10.3 Due to the varying nature of equipment, the emergency replacement hardware may not be of the same specification as the Customer’s failed equipment.
10.4 Where emergency equipment is supplied Boundary reserve the right to make a daily charge for use by the Customer.
10.5 All fees will include insurance fees to cover the cost of replacing the equipment, unless the Customer can show an insurance policy that covers third party loss to cover the complete cost of replacing the equipment in the event of a loss or damage of the equipment whilst on loan to the Customer.
11. Health and safety at work
11.1 Boundary shall observe the provisions of the Health and Safety at Work Act 1974 and the Management of Health and Safety at Work Regulations 1999 and all other regulations, approved Codes of Practice and amendments thereto pertaining to the health and safety of employees and members of the public and shall ensure that its agents, employees and sub-Suppliers are competent to carry out their respective tasks with due regard to the Supplier’s obligations under these Acts and other instruments.
11.2 Each Party agrees to notify the other Party of any health and safety hazards which may arise in connection with the performance of the Services.
11.3 Boundary reserve the right to withdraw from site if any health & safety issues are flagged up to the Customer and no action is taken.
11.4 If the provisions of clause 11.3 are invoked by Customer Care then they reserve the right to charge this lost time at the hourly rate set out in any agreement.
12. Confidentiality
12.1 “Confidential information” shall mean all information disclosed by one Party to the other, orally in writing or in electronic form relating to any agreement that is not in the public domain (except where disclosure is in the public domain due to a breach of this clause). It shall also include information, documents, drawings, reports or data the Supplier may acquire or generate under or in connection with any agreement.
12.2 Each Party shall:
12.2.1 treat all Confidential Information as secret and confidential and safeguard it accordingly;
12.2.2 not disclose any Confidential Information to any third party without the prior written consent of the other Party, except to such extent as may be necessary for the performance of any agreement; and,
12.2.3 not use any Confidential Information otherwise than for the purposes of any agreement.
12.3 The provisions of clause 12.2 shall not apply to any information which is:-
12.3.1 or becomes public knowledge (otherwise than by breach of this clause 12); or
12.3.2 in the possession of the Party concerned, without restriction as to its disclosure, before receiving it from the disclosing Party; or
12.3.3 received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; or
12.3.4 independently developed without access to the Confidential Information.
12.4 Nothing in this clause 12 shall prevent either Party disclosing any Confidential Information which is required to be disclosed by an order of court or other tribunal or required to be disclosed in accordance with any law, statute, proclamation, by-law, directive, decision, regulation, rule, order, notice, and rule of court, delegated or subordinate legislation.
13. Intellectual Property Rights
13.1 The Customer hereby grants to Boundary a perpetual non-exclusive royalty-free license to use any deliverable or material created by the performance of any agreement in which, but for this clause 14, the Customer would own the IPR (including but not limited to data, drawings, design, working papers and the contents of any report). The Customer agrees that Boundary may without let or hindrance publish, alter, release, license or otherwise exploit and deal with such material as it thinks fit, via any medium.
14. Data Protection
14.1 Boundary agree to abide by the provisions of the General Data Protection Regulations 2016/679 (GDPR 2018) for any works they enact under these Terms and any agreement.
14.2 Boundary will not share the Customer’s personal data with any third parties for any reasons without the prior consent of the Customer.
14.3 Such data will only be collected, processed and held in accordance with Boundary’s rights and obligations arising under the provisions and principles of the GDPR 2018.
15. Force majeure
15.1 Neither Party to any agreement shall be liable to the other nor held in breach of any agreement if either Party is prevented, hindered or delayed in the performance of its obligations under any agreement by any act of God, war, riot, civil commotion, explosion, fire, radiation, accident, terrorism, government action, interruption in the supply of power, labour dispute other than a dispute concerning the Supplier’s employees or the employees of its sub-Suppliers, epidemic or other circumstances beyond the control of the Parties which prevents a Party from, or hinders or delays a Party in, performing its obligations under any agreement (and which the application of due diligence and foresight could not have prevented).
15.2 If either Party is prevented from performing their obligations due to any of the circumstances listed in clause 15.1 for longer than 14 days either Party may immediately terminate any agreement upon service of 7 days written notice to the other Party.
16. Termination
16.1 Either Party may immediately terminate any agreement by giving written notice to the other Party if:
16.1.1 If either Party commits a fundamental breach of its obligations without remedy under any agreement;
16.1.2 any sum owing to that Party by the other Party under any of the provisions of any agreement is not paid within 14 days of the due date for payment;
16.1.3 the other Party commits any other breach of any of the provisions of any agreement and, if the breach is capable of remedy, fails to remedy it within 14 days after being given written notice giving full particulars of the breach and requiring it to be remedied;
16.1.4 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of that other Party;
16.1.5 the other Party makes any voluntary arrangement with its creditors or, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
16.1.6 the other Party has a provisional liquidator, receiver, or manager of its business or undertaking duly appointed;
16.1.7 the other Party has possession taken, by or on behalf of the holder of any debentures secured by a floating charge, of any property comprised in, or subject to, the floating charge;
16.1.8 the other Party is in circumstances that entitle the Court or a creditor to appoint, or have appointed, a receiver, a manager, or administrative receiver or which entitle the Court to make a winding-up order;
16.1.9 where a Party or any of its employees or sub-suppliers becomes embroiled in matters attracting significant negative publicity liable to reflect adversely on the other Party, including but not limited to any occasion on which any of these persons is convicted of an arrestable offence;
16.1.10 where the Party is an individual if he shall die or be adjudged incapable of managing his affairs within the meaning of Part VII of the Mental Health Act 1983.
16.1.11 that other Party ceases, or threatens to cease, to carry on business; or
16.2 The rights to terminate any agreement shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.
17. Effects of Termination
17.1 Upon the termination of any agreement for any reason:
17.1.1 Any monitoring or support services will cease with immediate effect.
17.1.2 any sum owing by either Party to the other under any of the provisions of any agreement shall become immediately due and payable;
17.1.3 all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of any agreement shall remain in full force and effect;
17.1.4 termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach which exist at or before the date of termination;
17.1.5 subject as provided in this Clause 17 and except in respect of any accrued rights neither Party shall be under any further obligation to the other; and
17.1.6 each Party shall (except to the extent referred to in Clause 18) immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information.
17.2 The provisions of clause 12 (Confidentiality), 13 (IPR) and 14, (Data Protection) will survive the termination of any agreement.
18. Dispute resolution
18.1 In the event of a disagreement or dispute between the Parties in relation to the Services or in relation to the interpretation of any agreement, the Parties shall, in the first instance, endeavor to resolve the disagreement or dispute themselves (or through their representatives).
18.2 In the event of a failure to reach an agreement in accordance with clause 19.1 within a reasonable time then the disagreement or dispute shall be referred to any mediation or conciliation procedure by reference to a third independent party agreed by the Parties. Any such mediation or conciliation will not be binding on the Parties.
18.3 If such dispute or difference is not resolved within twenty-one days of the dispute being referred to mediation or conciliation under clause 23.2 then such dispute or difference shall if so agreed by the Parties be referred to an arbitrator agreed between the Parties or the lowest cost binding arbitration set out by either Party and such a referral to arbitration shall be deemed to be a referral in accordance with the Arbitration Act 1996 and any statutory modification or re-enactment thereof for the time being in force.
18.4 The costs of mediation, conciliation and/or the appointment of the arbitrator shall be shared equally between the Parties and the arbitrator shall determine which Party shall pay any costs subsequently incurred.
19. Notices
All notices served under any agreement shall be in writing (for this clause 19 ‘in writing’ is not classed as email) and shall be delivered by hand or sent by pre-paid first class recorded delivery post, in the case of any agreement to the addresses agreed and exchanges at point of Order (which addresses may themselves be amended by notice in accordance with this clause). Notices served by hand will be deemed served the day after service. Notices sent by post shall be deemed to have been received by the addressee 2 days after the day on which they were posted (excluding weekends and public holidays).
20. Waiver
Failure by either Party at any time to enforce the provisions of any agreement or to require performance by either Party of any of the provisions of any agreement shall not be construed as a waiver of or as creating an estoppel in connection with any such provision and shall not affect the validity of any agreement or any part thereof or the right of either Party to enforce any provision in accordance with its terms.
21. Illegality
If any provision or term of any agreement or any part of it shall become unenforceable for any reason whatsoever, including but without limitation by reason of the provisions of any legislation, Regulation, Order, Direction of the Secretary of State or other provision having the force of law or by reason of any decision of any Court of competent jurisdiction, the validity and enforceability of the remainder of any agreement shall not be affected thereby and shall remain in full force and effect. Where any such provision or decision substantially affects or alters the ability of either of the Parties to comply fully with its contractual obligations the Parties shall negotiate in good faith to amend and modify the provisions of any agreement as may be necessary or desirable in the circumstances
22. Assignment and Sub-Contracting
22.1 Subject to clause 23.2 any agreement shall be personal to the Parties. Neither Party may assign, mortgage, charge (otherwise than by floating charge) or sub-licence or otherwise delegate any of its rights thereunder, or sub-contract or otherwise delegate any of its obligations thereunder without the written consent of the other Party, such consent not to be unreasonably withheld.
22.2 Boundary shall be entitled to perform any of the obligations undertaken by it through any other member of its group or through suitably qualified and skilled sub-contractors. Any act or omission of such other member or sub-contractor shall, for the purposes of any agreement, be deemed to be an act or omission of Boundary.
23. Relationship of the Parties
Nothing in any agreement shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in any agreement.
24. Counterparts
Any agreement may be entered into in any number of counterparts and by the Parties to it on separate counterparts each of which when so executed and delivered shall be an original, but all the counterparts together shall constitute one and the same instrument.
25. Variation
No variations of any agreement are effective unless made in writing, signed by both Parties.
26. Severance
In the event that one or more of the provisions of any agreement and/or these Terms is found to be unlawful, invalid or otherwise unenforceable, those provision(s) shall be deemed severed from the remainder of any agreement and/or these Terms. The remainder of any agreement and/or these Terms shall be valid and enforceable.
27. Contracts (Rights of Third Parties)
The Contracts (Rights of Third Parties) Act 1999 shall not apply to any agreement and no person who is not a party to any agreement shall be entitled to enforce any of the provisions of any Agreement pursuant to that Act.
28. Governing law
These Terms are governed by, and are to be construed in accordance with, English law and the Parties submit to the exclusive jurisdiction of the courts of England and Wales.