Terms and Conditions - Standard Terms and Conditions for the Supply of Services

These terms and conditions, as amended from time to time, govern the sale of all Services by the Supplier and apply notwithstanding any conflicting, contrary or additional terms and conditions in any other document or communication outlined by the Supplier to any potential Customer. These terms and conditions may only be waived or modified in a written agreement signed by an authorised representative of the Supplier.

THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 8 (LIMITATION OF LIABILITY).

INTERPRETATION
THE FOLLOWING DEFINITIONS AND RULES OF INTERPRETATION APPLY IN THESE CONDITIONS.
1. Definitions:
  - Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
  - Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 5 (Charges and payment).
  - Commencement Date: has the meaning given in clause 2.2.
  - Conditions: these terms and conditions as amended from time to time in accordance with clause 10.5.
  - Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.
  - Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
  - Customer: the person or firm who purchases Services from the Supplier.
  - Customer Default: has the meaning set out in clause 4.6.
  - Deliverables: all private cloud services provided by the Supplier for the Customer.
  - Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
  - Order: the Customer’s application for Services by placing a request for a Trial Period and subsequent Subscription online on the Supplier’s website.
  - Retention Period: has the meaning set out in clause 9.5.
  - Services: the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Specification.
  - Specification: the description or specification of the Services provided in writing by the Supplier to the Customer.
  - Subscription: the ongoing provision of Services by the Supplier to the Customer following the Trial Period in consideration of the Charges, which commences automatically upon expiry of the Trial Period unless terminated in accordance with clause 9.
  - Supplier: QUMULUS TECHNOLOGY LTD registered in England and Wales with company number 13191281.
  - Trial Period: the one-off offer as set out in clause 2, if offered, commencing on the Commencement Date during which the Services are provided free of charge.
2. Interpretation:
  - Unless expressly provided otherwise in this Contract, a reference to legislation or a legislative provision:
    1. is a reference to it as it is in force as at the date of this Contract; and
    2. shall include all subordinate legislation made at the date of this Contract under that legislation or legislative provision.
  - Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
  - A reference to writing or written includes emails.
BASIS OF CONTRACT
1. The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
2. The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
3. Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
4. 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 law, trade custom, practice or course of dealing.
5. Any quotation given by the Supplier shall not constitute an offer, but be construed as an invitation to treat.
6. During the Trial Period, these Conditions shall apply in full, save for any provisions relating to payment of Charges.
7. Unless the Customer terminates the Contract in accordance with clause 9 before the expiry of the Trial Period, the Contract shall automatically convert to a Subscription at the end of the Trial Period.
8. Upon conversion to a paid subscription, the Customer shall be liable to pay the Charges as set out in clause 5.
9. Only one Trial Period shall be available per Customer, including any associated, affiliated, or connected persons or entities.
10. The Supplier reserves the right to:
  - limit the number of Trial Periods available to any Customer;
  - refuse to provide a Trial Period to any Customer at its absolute discretion; and
  - terminate the Trial Period early if it suspects abuse of the trial offer at its absolute discretion.
SUPPLY OF SERVICES
1. The Supplier shall supply the Services to the Customer in accordance with the Specification in all material respects.
2. The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Specification, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3. The Supplier reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
4. The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
CUSTOMER’S OBLIGATIONS
1. The Customer shall:
  - co-operate with the Supplier in all matters relating to the Services;
  - provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s computing systems and other facilities as reasonably required by the Supplier for the supply of Services;
  - provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
  - 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;
  - comply with any additional obligations as set out in the Specification;
2. The Customer acknowledges that in accepting these Conditions it is also accepting that it must comply with the terms of any data centre which the Supplier uses.
3. The Customer’s use of the Services shall be subject to fair usage limits as assessed at the Suppliers full discretion by taking into account typical customer usage and the overarching objective not to slow down the Services for all users by the Customer’s excess usage.
4. If the Supplier deems the Customer to have exceeded fair usage limits:
  - the Supplier shall notify the Customer by email;
  - the Customer shall have three (3) Business Days to reduce usage to within the limits;
  - if usage remains above the limits after this period, the Supplier may:
    1. terminate the Contract in accordance with clause 9;
    2. throttle the Customer’s access to the Services; or
    3. require the Customer to upgrade to a higher service tier.
5. The Supplier shall monitor usage and may adjust fair usage limits on thirty (30) days’ notice to the Customer.
6. If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission of the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
  - without limiting or affecting any other right or remedy available to it, the Supplier shall 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 in each case to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
  - the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 4.6; and
  - the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
7. The Customer shall only use the Services for lawful purposes and agrees not to:
  - Violate any applicable national or international laws or regulations;
  - Impersonate the Supplier, its employees, or any other person or entity;
  - Infringe upon others’ rights or engage in any illegal, threatening, or harmful activities;
  - Restrict or inhibit anyone else’s use or enjoyment of the Services.
8. The Customer shall not:
  - Intentionally introduce any viruses or malicious code into the Services;
  - Collect information through deceptive means (such as phishing or scamming);
  - Interfere with system functioning through attacks, flooding, or denial of service;
  - Operate open proxies, mail relays, or similar network services;
  - Withhold or disguise identity or contact information;
  - Scan foreign networks or IP addresses;
  - Mine cryptocurrency using the Services.
9. The Customer shall:
  - Be solely responsible for all activity occurring through their use of the Services;
  - Notify their employees, agents, and other users of these terms;
  - Implement proper security protocols, including strong passwords and access controls;
  - Safeguard all access information;
  - Notify the Supplier immediately of any unauthorised access to the Services.
10. The Customer shall not:
  - Decompile, reverse engineer, or attempt to derive source code from the Services;
  - Create derivative works from any part of the Services;
  - Copy, rent, lease, or distribute any rights received under this Contract;
  - Export or re-export data or software without required licenses.
CHARGES AND PAYMENT
1. The Charges for the Services shall be on a monthly basis in accordance with the amount specified on acceptance of the Order.
2. The Customer shall provide valid payment details at the time of placing the Order. No charges shall be taken during the Trial Period.
3. Upon conversion to a Subscription:
  - the first payment shall be taken by direct debit immediately;
  - subsequent payments shall be taken monthly in arrears on the same date of each month as the first payment; and
  - if such date does not exist in any month, payment shall be taken on the last day of that month.
4. The Supplier shall collect payment from the Customer via the payment method specified in the Order. The Customer:
  - authorises the Supplier to collect payments automatically;
  - shall ensure the bank account from which payment is collected contains sufficient funds;
  - shall provide updated payment details if the original payment method becomes invalid; and
  - acknowledges that failure to maintain valid payment details constitutes a material breach of these Conditions.
5. If any payment fails:
  - the Supplier shall notify the Customer by email;
  - the Customer shall have 3 Business Days to provide alternative payment;
  - the Supplier may suspend the Services until payment is received; and
  - a failed payment administration fee of £25 shall be added to the outstanding balance.
6. The Supplier reserves the right to increase the Charges with at least thirty (30) days’ prior notice.
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), unless stated otherwise. Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall pay to the Supplier 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 a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause 9, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.8 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
9. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
INTELLECTUAL PROPERTY RIGHTS
1. All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier.
2. The Supplier grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to use the Deliverables (excluding materials provided by the Customer) for the purpose of using the Services and the Deliverables.
3. The Customer shall not sub-license, assign or otherwise transfer the rights granted in clause 6.2.
4. The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to the Supplier for the term of the Contract for the purpose of providing the Services to the Customer and improving its Services.
DATA PROTECTION
The parties shall comply with their data protection obligations as set out in Schedule 1. The provisions set out in Schedule 1 are to be treated in their entirety as equal Conditions to this Contract.
LIMITATION OF LIABILITY: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
1. The Supplier has obtained insurance cover in respect of its own liability for individual claims not exceeding:
  - £1,000,000 Cyber;
  - £1,000,000 Professional Indemnity;
  - £2,000,000 Public Liability;
  - £10,000,000 Employers Liability;
  - £500,000 Directors liability.
  The Supplier does not retain insurance in respect of any other types of loss. The limits and exclusions in this clause reflect the Supplier’s insurance cover and the Customer is responsible for making its own arrangements for the insurance of any other or excess loss.
2. References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
3. The Customer acknowledges that it is solely responsible for maintaining appropriate backups of its data. The Supplier does not undertake to back up or retain Customer data unless expressly agreed in writing. Data recovery efforts are subject to technical feasibility and the Supplier’s reasonable discretion. The Supplier shall not be liable for any data that cannot be recovered.
4. The Customer may not benefit from the limitations and exclusions set out in this clause 8 in respect of any liability arising from its deliberate default.
5. Nothing in this clause 8 shall limit the Customer’s payment obligations under the Contract.
6. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
  - death or personal injury caused by negligence;
  - fraud or fraudulent misrepresentation; or
  - breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
7. Subject to clause 8.4 (No limitation in respect of deliberate default), and clause 8.6 (Liabilities which cannot legally be limited), the Supplier’s total liability to the Customer for all losses or damages shall not exceed the relevant insurance coverage amounts specified in clause 8.1.
8. Subject to clause 8.4 (No limitation in respect of deliberate default), clause 8.5 (No limitation of customer’s payment obligations) and clause 8.6 (Liabilities which cannot legally be limited), this clause 8.8 sets out the types of loss befalling the Customer that are wholly excluded:
  - loss of profits
  - loss of sales or business.
  - loss of agreements or contracts.
  - loss of anticipated savings.
  - loss of use or corruption of software, data or information.
  - loss of or damage to goodwill; and
  - indirect or consequential loss.
9. The Supplier has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
10. This clause 8 shall survive termination of the Contract.
TERMINATION
1. Without affecting any other right or remedy available to it, either party may terminate the Contract for any reason by giving the other party one (1) day’s written notice.
2. Termination shall not affect the Charges in relation to the month in which termination occurs. The Charges applicable to the month in which termination occurs shall still be payable in full by the Customer for the entire month notwithstanding the amount of days in the month which remain following termination.
3. On termination or expiry of the Contract:
  - the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid Charges and interest thereon (if any).
  - the Customer shall return any Deliverables or copies thereof which the Customer retains.
4. Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, 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.
5. Upon termination or expiry of the Contract, the Supplier shall retain Customer data for a period of thirty (30) calendar days (Retention Period) to allow the Customer to retrieve it. After the Retention Period, the Supplier reserves the right to permanently delete all Customer data from its systems without further notice. The Supplier shall not be liable for any loss of data following the expiry of the Retention Period.
6. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
GENERAL
1. Force majeure. The Supplier shall not be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control, including but not limited to, cyber-attacks and infrastructure failures.
2. Assignment and other dealings.
  - The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
  - The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Supplier.
3. Confidentiality.
  - Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 10.3(b).
  - Each party may disclose the other party’s confidential information:
    1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 10.3; and
    2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
  - Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
4. Entire agreement.
  - The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
  - Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
  - Nothing in this clause shall limit or exclude any liability for fraud.
5. Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
6. Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or default. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
7. Severance If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Contract deleted under this clause 10.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
8. Notices.
  - Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the recipients known address.
  - Any notice or other communication shall be deemed to have been received:
    1. if delivered by hand, at the time the notice is left at the proper address;
    2. 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; or
    3. if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 10.8(b)iii., business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
  - This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
9. Third party rights.
  - Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
  - The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
10. Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
11. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
12. Legal costs indemnity. The Customer shall indemnify the Supplier on a full indemnity basis against all costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) incurred by the Supplier in connection with the enforcement of the Contract, including but not limited to any legal proceedings, debt collection, or other enforcement action taken by the Supplier to enforce its rights under this Contract or recover any sums due from the Customer.

Schedule 1 – Data Protection

Data protection provisions are available upon request.

Last updated: April 18, 2025

QUMULUS TECHNOLOGY LIMITED – Company Number: 13191281

Terms and Conditions - Standard Terms and Conditions for the Supply of Services

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