Terms & Conditions

Overview

  1. This section (the “T&C’s“) sets out the standard Terms & Conditions for SOLO Cloud Solutions Limited. (“SOLO“).
  2. The T&C’s apply specifically to the delivery of consulting,software and/or technical services.
  3. In the T&C’s:
    • Acceptance Date” means the date on which the Deliverables are accepted and are used by the Customer in its business following deployment of the Deliverables by SOLO in accordance with Section 17.
    • Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
    • Commencement Date” has the meaning set out in Section 6.
    • Conditions” means these terms and conditions as amended from time to time in accordance with Section 81.
    • Contract” means the contract between SOLO and the Customer for the supply of the Deliverables and the Services which comprises the Quotation, these Conditions and any corresponding Support Agreement and/or Proposal.
    • CSP” is an acronym for Cloud Solutions Provider, a license agreement between SOLO and the Customer.
    • Customer” is the person or firm who purchases the Deliverables and the Services from SOLO, as detailed in the Quotation.
    • Customer Solution” means all software programs developed specifically for the Customer as part of the Deliverables, but always excluding the SOLO Software, and the Third-Party Software and the IP Rights therein.
    • Deliverables” means the software based solution set out in the Quotation, a detailed description of which may be contained within the Proposal, which includes the Customer Solution, the Documentation, the SOLO Software and the Third-Party Software.
    • Documentation” means the user instruction manuals, technical literature and all other related materials in human-readable or machine-readable forms supplied for the Customer by SOLO to enable the Customer to use the Deliverables.
    • Force Majeure Event” has the meaning given to it in Section 69.
    • SOLO” refers to the legal company of SOLO Cloud Solutions Limited., registered in England and Wales with company number 12118352.
    • SOLO Materials” has the meaning set out in Section 18
    • SOLO Software” means all software programs which are proprietary to SOLO as detailed in the Proposal and including for the avoidance of doubt all know how contained therein and source code relating thereto.
    • IP Rights” means all patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, 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 all other IP 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.
    • Quotation” means the Customer’s request for pricing for the supply of the Deliverables and the Services, as set out the Contract.
    • Proposal” means the proposal contained in the Contract containing the specification for the Services and the Deliverables provided in writing by SOLO to the Customer.
    • Services” mean the services, including supply of the Deliverables and the Support Services, provided by SOLO to the Customer as set out in the Proposal.
    • Support Agreement” means the support agreement contained in the Contract detailing the Support Services to be supplied to the Customer by SOLO.
    • Third Party Software” means any software which is used in the Deliverables which is supplied by a third party to SOLO under licence and in respect of which SOLO grants a sub-licence to the Customer to use the same in the Deliverables
  4. In the T&C’s, a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

Basis of Contract

  1. The Quotation constitutes an offer by SOLO for the Customer to purchase the Deliverables and the Services in accordance with these Conditions.
  2. The Quotation shall only be deemed to be accepted upon receipt of a signed copy of the quotation SOLO on which date the Contract shall come into existence (Commencement Date).
  3. The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of SOLO which is not set out in the Contract.
  4. Any samples, drawings, descriptive matter or advertising issued by SOLO and any descriptions of the Deliverables or of the Services contained in SOLO’s marketing literature or website are issued or published for the sole purpose of giving an approximate idea of the Services and the Deliverables described in them. They shall not form part of the Contract or have any contractual force.
  5. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
  6. Any quotation given by SOLO shall not constitute an offer and is only valid for a period of 30 days from its date of issue.

Supply of Services and Deliverables

  1. SOLO shall provide the Services and the Deliverables to the Customer in accordance with the Proposal in all material respects.
  2. SOLO shall use all reasonable endeavours to meet any performance dates for the Services and the Deliverables specified in the Proposal, but any such dates shall be estimates only.
  3. SOLO shall have the right to make any changes to the Services and the Deliverables which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services and/or the Deliverables, and SOLO shall notify the Customer in any such event.
  4. SOLO warrants to the Customer that the Services and the Deliverables will be provided using reasonable care and skill.

Testing

  1. Before installing or making available the Deliverables to the Customer SOLO shall carry out reasonable tests to ensure that the Deliverables are in operable condition and can meet the requirements of the Proposal once in use.
  2. SOLO shall provide training to the Customer once the Deliverables are installed or made available to the Customer to enable the Customer to operate the Deliverables. No later than 30 days from the date such training is completed, the Customer shall undertake user acceptance testing of the Deliverables in accordance with the Customer’s requirements.

Acceptance

  1. Acceptance of the Deliverables shall be deemed to have occurred on the earlier of:
    • the Customer notifying SOLO that the user acceptance testing is complete, and the Deliverables are ready to be deployed by SOLO in accordance with the deployment stage of the project plan; or
    • provision of the Support Services by SOLO to the Customer (the “Acceptance Date”).

Customer’s Obligations

  1. The Customer shall:
    • check the terms of the Quotation and the Proposal to ensure they are complete and accurate;
    • co-operate with SOLO in all matters relating to the Services and provision of the Deliverables;
    • provide SOLO, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by SOLO to provide the Services;
    • provide SOLO with such information and materials as SOLO may reasonably require supplying the Services, and ensure that such information is accurate in all material respects;
    • prepare the Customer’s premises for the supply of the Services;
    • obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
    • keep and maintain all materials, equipment, documents and other property of SOLO (SOLO Materials) at the Customer’s premises in safe custody at its own risk, maintain SOLO Materials in good condition until returned to SOLO and not dispose of or use SOLO’s Materials other than in accordance with SOLO’s written instructions or authorisation.
  2. The Customer acknowledges and agrees that to use the Deliverables, it will be necessary for the Customer to obtain from Microsoft Corp. the requisite Microsoft Online Services licensing. The Customer agrees that it has sole responsibility for obtaining and entering into such licensing arrangement Microsoft Corp. and that SOLO will not be involved in the licensing arrangements and agreements entered into between the Customer and Microsoft Corp. It further acknowledges that without such licensing being in place for Microsoft Online Services, the Deliverables will not be able to be used in the ordinary course of business by the Customer.
  3. In situations where the Customer obtains its Microsoft Online Services directly via SOLO via a CSP agreement or similar and that this arrangement is included as part of the Deliverables, the conditions set out in Section 19 will not apply.
  4. Subject to the conditions outlined in Section 6.3, acceptance of any proposal involving the provision of CSP licensing requires that the Customer accept the Microsoft Cloud Agreement (MCA). By signing and accepting a proposal involving CSP licensing, SOLO will deem that the Customer has accepted the terms of the MCA and will notify Microsoft on the Customers behalf of this acceptance. The MCA can be viewed using the following URL: https://www.microsoft.com/licensing/docs/customeragreement
  5. If SOLO’s performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
    • SOLO shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays SOLO’s performance of any of its obligations;
    • SOLO shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from SOLO’s failure or delay performing any of its obligations as set out in this Section 6.4; and
    • the Customer shall reimburse SOLO on written demand for any costs or losses sustained or incurred by SOLO arising directly or indirectly from the Customer Default.
  6. The Customer shall indemnify SOLO against all costs, claims, damages, expenses and liabilities it may incur, on a full indemnity basis, if the Customer cancels the Contract otherwise than in accordance with its terms or breaches any terms of the Contract. This indemnity includes any losses suffered or incurred by SOLO as a result of a third party making a claim against SOLO due to the Customer’s breach or cancellation of the Contract.
  7. The Customer shall be fully responsible for carrying out current and complete backups of data and programs which may be affected by the performance of the Services or provision of the Deliverables. SOLO recommends that such back-ups are carried out daily. The Customer will insure itself against the loss or damage of data. SOLO accepts no responsibility for the loss or damage of such data.

Charges and Payment

  1. The price for the Services and the Deliverables shall be the price set out in the Quotation and/or the Proposal.
  2. SOLO reserves the right to:
    • increase its standard daily fee rates for the Support Services, provided that such charges cannot be increased more than once in any 12-month period. Daily fee rates are calculated based on a 7-hour working day between the hours of 9am to 5pm. Part days worked are charged on a pro rata basis, subject to a minimum of half a day (3.5 hours) worked. SOLO will give the Customer written notice of any such increase one month before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify SOLO in writing within 2 weeks of the date of SOLO’s notice and SOLO shall have the right without limiting its other rights or remedies to terminate the Contract by giving 2 weeks’ written notice to the Customer; and
    • increase the price of the Deliverables and/or the Services (including the Support Services), by giving notice to the Customer, to reflect any increase in the cost of the Deliverables, and/or the Services (including the Support Services) to SOLO that is due to:
      • any factor beyond the control of SOLO (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
      • any request by the Customer to change the delivery date(s), the Services or the Deliverables to be supplied, or the Proposal; or
      • SOLO (acting reasonably) identify that the scope of the Services to be supplied (including the Support Services) has been misrepresented by the Customer or the Customer’s needs have changed throughout the duration of the Contract;
      • any delay caused by any instructions of the Customer in respect of the Deliverables and/or Services or failure of the Customer to give SOLO adequate or accurate information or instructions in respect of the Deliverables and/or Services.
  3. SOLO shall invoice the Customer for any expenses and or additional sums in respect of the Services, as detailed in the Quotation and/or as otherwise agreed in writing with the Customer except where such expenses are not included in the daily rates charged by SOLO.
  4. In respect of the Deliverables and the Services (excluding the Support Services), SOLO shall invoice the Customer in accordance with the payment schedule detailed in the Quotation.
  5. In relation to any Support Services outlined within the Deliverables, SOLO shall invoice the Customer annually in advance. SOLO will notify the Customer three months prior to the end of the Initial Period and any Renewal Period of the fees to be charged for the Support Services in the Renewal Period. SOLO will issue an invoice to the Customer for the Support Services 30 days prior to expiry of the Initial Period or the Renewal Period, as applicable.
  6. The Customer shall pay each invoice submitted by SOLO:
    • within the specified period listed on each invoice; and
    • in full and in cleared funds to a bank account nominated in writing by SOLO; and
    • time for payment shall be of the essence of the Contract.
  7. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by SOLO to the Customer, the Customer shall, on receipt of a valid VAT invoice from SOLO, pay to SOLO such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
  8. If the Customer fails to make any payment due to SOLO under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 3% per annum above Barclays Plc’s base rate from time to time. Such interest shall accrue daily from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount. For the avoidance of doubt, the Customer shall not be entitled to withhold payment on invoices for any reason, including (without limitation) an issue with any Third-Party Software, without the prior consent of SOLO.
  9. The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. SOLO may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by SOLO to the Customer.

Change Control

  1. Either party may, by giving written notice to the other at any time during the Contract, request a change to the Deliverables or the Services.
  2. Within 15 Days of receiving such a notice, SOLO shall assess the requested change, at its standard rates then in force, and prepare for the Customer a written response detailing any increase or decrease in the charges payable, and of any effect that the requested change would have on the timetable for delivering the Deliverables.
  3. Within 15 Business Days of receiving the written response from SOLO, the Customer shall inform SOLO in writing of whether it wishes to proceed with the requested change. If the change is required, SOLO shall not make the requested change until the parties have agreed in writing the details of the change to be made and the terms agreed in respect of the change.

License of the SOLO Software and Third-Party Software

  1. As part of the Deliverables, the Customer may utilise proprietary solutions developed by SOLO for Microsoft Cloud Service applications. SOLO grants, subject to the terms of the Contract, the Customer a non-exclusive, non-transferable, perpetual, royalty free licence (subject to clause 20.1 to use the SOLO Software and where Third-Party Software is used in the Deliverables, a non-exclusive, non-transferable, perpetual, royalty free sub-licence (subject to clause 20.1) to use the Third-Party Software within the business of the Customer (Licensed Purposes).
  2. If the Customer is utilising proprietary SOLO software as part of the Quotation Deliverables, the Customer warrants that:
    • They have no right to make, or authorise the making of, any other copies of the SOLO Software. The Customer may make one copy of the SOLO Software as is reasonably necessary for back up purposes in a disaster recovery situation.
    • SOLO shall at all times own all copies of all or any part of the SOLO Software.
    • In respect of the SOLO Software and the Third-Party Software:
      • sub-license, rent, lend, assign or transfer in any other way the SOLO Software or Third-Party Software to any person without the prior written consent of SOLO; and
      • give access to the SOLO Software or Third Party Software through any network of computers to users who are not employees or agents of the Customer.
    • no adaptations or variations of the SOLO Software or Third-Party Software without the prior consent of SOLO.
    • the SOLO Software or Third-Party Software will not be disassembled, decompiled, reverse translated or in any other manner decoded, except as permitted by law.
  3. Where the nature of the Deliverables specifically involves the creation of a bespoke software or applications, the terms set out within Section 38 will not apply.
  4. If, for whatever reason, SOLO’s license terms in relation to any Third-Party Software used as part of the deliverables is altered, then the Customer will be notified of these changes and the impact this may have on the Deliverables. SOLO reserves the right to modify or withdraw individual or whole parts of the Deliverables impacted by any Third-Party Software license term change and substitute an alternative Third-Party Software in its place.

IP Rights and Ownership

  1. All IP Rights in the SOLO Software shall be owned by SOLO.
  2. All IP Rights in the Customer Solution and the Documentation shall, upon payment by the Customer of all sums due to SOLO under the Contract (excluding sums payable in respect of the Support Services), vest in the Customer. Subject to payment of the aforementioned sums, SOLO will assign all IP Rights in the Customer Solution and the Documentation to the Customer.
  3. All IP Rights in the Third-Party Software shall be owned by the relevant Third-Party Software supplier. SOLO confirms it has the required licences from the Third-Party Software suppliers and that it has the right to grant sub-licences to the Customer to use the same in the Deliverables.
  4. SOLO shall, if required by the Customer, sign any necessary documents that the Customer may consider necessary to perfect the right, title and interest of the Customer to the IP Rights in the Customer Solution.
  5. All SOLO Materials are the exclusive property of SOLO.

Confidentiality

  1. A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause shall survive termination of the Contract.

Data Protection

  1. The following definitions apply:
    • the terms “data controller”, “data processor”, “data subject” and “processing” bear the respective meanings given them in the Data Protection Act 1998, and “data protection principles” means the eight data protection principles set out in Schedule 1 to that Act.
    • data includes Personal Data.
    • Customer Personal Data means any Personal Data provided by or on behalf of the Customer.
  2. SOLO shall:
    • only carry out processing of any Customer Personal Data on the Customer’s instructions;
    • implement appropriate technical and organisational measures to protect any Customer Personal Data against unauthorised or unlawful processing and accidental loss or damage.
  3. SOLO shall promptly and fully notify the Customer in writing of any notices relating to the processing of any Customer Personal Data, including subject access requests, and provide such information and assistance as the Customer may reasonably require.
  4. The Customer acknowledges that SOLO will be acting as a Data Processor rather than as a Data Controller, in respect of all data processing activities which SOLO carry out under the Contract.

Warranties

  1. SOLO warrants and represents that:
    • the SOLO Software and Documentation are proprietary to SOLO and that it has the right to license all IP Rights in and to the SOLO Software and Documentation to the Customer, and to provide the Support Services to the Customer; and
    • it will perform any required Support Services quickly and in a reliable and professional manner, in conformity with good industry practice.
  2. The sole remedies for breach of the warranties in this section are set out in next section (IP Rights Indemnity)
  3. The warranties set out in Section 51 are in lieu of all other express or implied warranties or conditions, including implied warranties or conditions of satisfactory quality and fitness for a particular purpose, in relation to this Agreement. Without limitation, SOLO specifically denies any implied or express representation that the SOLO Software will be fit:
    • to operate in conjunction with any hardware items or software products other than with those that are identified in the Documentation as being compatible with the SOLO Software; or
    • to operate uninterrupted or error-free.
  4. Any unauthorised modifications, use or improper installation of the Deliverables by, or on behalf of, the Customer shall render all SOLO’s warranties and obligations under the Contract null and void.
  5. Each party warrants that it has full capacity and authority, and all necessary licences, permits and consents to enter into and perform this Agreement and that those signing this Agreement are duly authorised to bind the party for whom they sign.

IP Rights Indemnity

  1. SOLO shall indemnify the Customer against all direct liabilities, costs, expenses, damages and losses (excluding indirect or consequential losses incurred by the Customer arising out of or in connection with any claim made against the Customer for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with use of the Deliverables or Documentation provided that, if any third party makes a claim, or notifies an intention to make a claim, against the Customer which may reasonably be considered likely to give rise to a liability under this indemnity (Claim), the Customer:
    • as soon as reasonably practicable, gives written notice of the Claim to SOLO, specifying the nature of the Claim in reasonable detail;
    • does not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of SOLO (such consent not to be unreasonably conditioned, withheld or delayed);
    • gives SOLO and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Customer, so as to enable SOLO and its professional advisers to examine them and to take copies (at SOLO ‘s expense) for the purpose of assessing the Claim; and
    • take such action as SOLO may reasonably request to avoid, dispute, compromise or defend the Claim.
  2. Without prejudice to clause 54, SOLO shall not in any circumstances have any liability for any claim of infringement of IP Rights:
    • caused or contributed to by the Customer’s use of the Deliverables in combination with software not supplied or approved in writing by SOLO (excluding Microsoft Online Services software and any Third-Party Software);
    • where the claim for infringement arises in respect of a feature of the Deliverables which was specified by the Customer in the Proposal.
  3. If use of the Deliverables becomes, or in the reasonable opinion of SOLO is likely to become, the subject of any such claim, SOLO may:
    • replace all or part of the Deliverables with functionally equivalent software or documentation without any charge to the Customer;
    • modify the Deliverables as necessary to avoid such claim, provided that the Deliverables (as amended) function in substantially the same way as before modification;
    • procure for the Customer a licence from the relevant claimant to continue using the Deliverables; or
    • terminate the contract.
  4. Nothing in this clause shall restrict or limit the Customer’s general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under this indemnity.

Limitation of Liability

  1. Nothing in the Contract shall limit or exclude SOLO’s liability for:
    • death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
    • fraud or fraudulent misrepresentation;
    • breach of the terms implied by section 2 of the Supply of Products and Services Act 1982 (title and quiet possession);
  2. Subject to Section 60:
    • SOLO shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
    • SOLO’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amounts paid by the Customer under the Contract.
  3. The terms implied by sections 3 to 5 of the Supply of Products and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
  4. This clause 15 shall survive termination of the Contract.

Termination

  1. The Contract shall commence on the date of signature of the Quotation by both parties. The Contract shall continue, following acceptance of the Deliverables by the Customer in accordance with clause 5, in relation to supply of the Support Services. The Contract shall remain in place throughout the provision of the Support Services. In respect of the Support Services the Contract will operate from the date of acceptance of the Deliverables by the Customer for an initial period of twelve (12) months (“the Initial Period“) and automatically renew thereafter for further periods of twelve (12) months (“the Renewal Period“). Either party may terminate the Contract by giving the other party not less than 60 days’ written notice prior to expiry of the Initial Period or the Renewal Period, as applicable.
  2. Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
    • the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 30 days after receipt of notice in writing to do so;
    • the other party 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;
    • the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
    • a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company);
    • a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
    • an application is made to court, or an order is made, for the appointment of an administrator or if an administrator is appointed over the other party (being a company);
    • the holder of a qualifying charge over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
    • a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
    • any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in the previous points (inclusive);
    • the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business;
    • the Customer’s financial position deteriorates to such an extent that in SOLO’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
  3. Without limiting its other rights or remedies, SOLO may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.
  4. Without limiting its other rights or remedies, SOLO may suspend the supply of Services and/or the Deliverables under the Contract or any other contract between the Customer and SOLO if the Customer fails to pay any amount due under this Contract on the due date for payment, the Customer becomes subject to any of the events listed in Section 65, or SOLO reasonably believes that the Customer is about to become subject to any of them.
  5. On termination of the Contract for any reason:
    • the Customer shall immediately pay to SOLO all of SOLO’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, SOLO shall submit an invoice, which shall be payable by the Customer immediately on receipt;
    • the Customer shall return all of SOLO Materials and any Deliverables which have not been fully paid for and any Customer Solution which has not been assigned. If the Customer fails to do so, then SOLO may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
    • the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
    • clauses which expressly or by implication have effect after termination shall continue in full force and effect.

Force Majeure

  1. For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of SOLO including but not limited to strikes, failure of a utility service or transport network, act of God, war, riot, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of SOLO or subcontractors.
  2. SOLO shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
  3. If the Force Majeure Event prevents SOLO from providing any of the Services and/or the Deliverables for more than four (4) weeks, SOLO shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.

Dispute Resolution Procedure

  1. The parties shall use reasonable endeavours to resolve in good faith any disputes that may arise in connection with the Contract. If a dispute arises out of or in connection with the Contract or the performance, validity or enforceability of it (Dispute) which is not resolved within ten Business Days of the matter being raised by one party to the attention of the other, then the parties shall follow the procedure set out in this clause:
    • The parties shall escalate the Dispute to the Project Manager or Project Owner of each party by notice in writing (Dispute Notice). If the Dispute cannot be resolved by the Project Manager or Project Owner within 20 Business Days, then the Dispute shall be escalated to the Managing Directors of the parties to resolve;
    • if the Managing Directors of the parties are for any reason unable to resolve the Dispute within 20 Business Days of the Dispute being escalated to them, 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 (ADR notice) to the other party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR Solve. The mediation will start not later than 20 Business Days after the date of the ADR notice.
  2. Neither party shall commence court proceedings in relation to the Dispute unless the parties have attempted in good faith to resolve the Dispute.

Complaints

  1. The Customer shall notify SOLO if a complaint arises in connection with this Contract. SOLO shall investigate the complaint in accordance with SOLO’s complaints procedure. The Customer shall co-operate with SOLO in any investigation relating to a complaint arising in connection with the Contract.

General

  1. Assignment and other dealings.
    • SOLO may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all its obligations under the Contract to any third party.
    • The Customer shall not, without the prior written consent of SOLO, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
  2. Notices.
    • Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally or sent by prepaid first-class post or other next working day delivery service, or by commercial courier, fax or e-mail.
    • A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in the Quotation; if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.
    • The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action
  3. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
  4. A waiver of any right under the Contract or law 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 prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy
  5. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
  6. A person who is not a party to the Contract shall not have any rights to enforce its terms.
  7. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by SOLO.
  8. The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
  9. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).

Last updated: October 2020