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Terms and Conditions

TRIO STANDARD TERMS AND CONDITIONS FOR THE SUPPLY OF EQUIPMENT AND SERVICES


 1.         INTERPRETATION
 
1.1       The following definitions and rules of interpretation apply in these Conditions.
Business Day: 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 given in Clause 2.2.
 
Conditions: these terms and conditions as amended from time to time in accordance with Clause 17.8.
 
Contract: the contract between Trio and the Customer for the supply of Equipment and/or Services in accordance with these Conditions.
 
Customer: the person or organisation who purchases the Equipment and/or Services from Trio.
 
Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK General Data Protection Regulation and the Data Protection Act 2018 as amended.
 
Deliverables: the deliverables set out in the Scope of Work.
 
Force Majeure Event: any circumstance not within Trio’s reasonable control including, without limitation (a) acts of God, flood, drought, earthquake or other natural disaster; (b) epidemic or pandemic; (c)terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; (e) any labour or trade dispute, strikes, industrial action or lockouts; (f) non-performance by suppliers or subcontractors; and (g) interruption or failure of any utility service (including, without limitation, internet connection services) provided by third parties necessary to provide theServices and/or Equipment.
 
Equipment: the equipment (or any part of them) set out in the Scope of Work.
 
Equipment Specification: any specification for the Equipment, including any relevant plans or drawings, that is set out in the Scope of Work.
 
Intellectual Property Rights: patents, 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, goodwill and the right to sue for passing off, 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.
 
Managed Services: the managed services described in theScope of Work to be performed by Trio in accordance with these Conditions and the Managed Services Agreement.
 
Managed Services Agreement: the agreement for the provision of managed services provided by Trio to the Customer.
 
Scope of Work: the Customer’s order for the supply of Equipment and/or Services.
 
Services: the services, including the Deliverables and any Managed Services, supplied by Trio to the Customer as set out in the Scope of Work.
 
Service Specification: the description or specification for the Services set out in the Scope of Work.
 
Trio: Trio Technical Solutions Limited registered in England and Wales with company number 12318834.
 
1.2       A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.3       A reference to a party includes its successors and permitted assigns.
1.4       A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
1.5       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.
1.6       A reference to writing or written includes email.
 
1.7       Ift here is an inconsistency between any of the provisions of the relevant Scope of Work, these Conditions, or the Managed Services Agreement the order of precedence is as follows: (1) Scope of Work, (2) the Managed Services Agreement, and (3) these Conditions.
2.         BASISOF CONTRACT  
 
2.1       TheScope of Work constitutes an order by the Customer of Equipment and/or Services in accordance with these Conditions.
 
2.2       TheCustomer shall be deemed to have accepted the Scope of Work upon the earlier of(a) the Customer signing and returning the Scope of Work to Trio; (b) delivery of the Equipment; (c) provision of the Services; or (d) Trio’s invoice, at which point and on which date the Contract shall come into existence (CommencementDate).
2.3       Trio’s employees or agents are not authorised to make any representations concerning the Equipment or Services unless confirmed by Trio in writing. 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.
 
2.4       Any quotation given by Trio shall not constitute an offer and is only valid for a period of five (5) Business Days from its date of issue.
 
2.5       All of these Conditions shall apply to the supply of both Equipment and Services except where application to one or the other is specified.
3.         EQUIPMENT
 
3.1       TheEquipment is described in the Equipment Specification.
 
3.2       To the extent that the Equipment (or part of it) is to be manufactured in accordance with an Equipment Specification supplied by the Customer, theCustomer shall indemnify Trio against all liabilities, costs, expenses, damages and losses (including 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 professional costs and expenses) suffered or incurred by Trio arising out of or in connection with any claim made against Trio for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with Trio’s use of the Equipment Specification. This clause 3.2 shall survive termination of theContract.
 
3.3       To the extent that the Equipment is hired by the Customer, the customer shall hire the Equipment from Trio subject to the terms and conditions of these Conditions.
 
3.4       Trio reserves the right to amend the Equipment Specification if required by any applicable statutory or regulatory requirement, and Trio shall notify theCustomer in any such event.
4.         DELIVERY OF EQUIPMENT
 
4.1       The parties may either agree that (a) Trio shall deliver the Equipment to the location set out in the Scope of Work or such other location as the parties may agree (Delivery Location); or (b) the Customer shall collect the Equipment from Trio’s premises or such other location as may be agreed with the Customer before delivery.
 
4.2       Delivery of the Equipment shall be completed on the completion of delivery or collection as set out in Clause 4.1 above.
 
4.3       Any dates quoted for delivery of the Equipment are approximate only, and the time of delivery is not of the essence.
 
4.4       IfTrio fails to deliver the Equipment, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement Equipment of similar description and quality in the cheapest market available, less the price of the Equipment. Trio shall have no liability for any failure to deliver the Equipment to the extent that such failure is caused by the Customer’s failure to provide Trio with adequate delivery instructions for the Equipment or any relevant instruction related to the supply of the Equipment.
 
4.5       If the Customer fails to take or accept delivery of the Equipment within three (3)Business Days of Trio notifying the Customer that the Equipment are ready, then except where such failure or delay is caused by Trio’s failure to comply with its obligations under the Contract in respect of the Equipment (a) delivery of the Equipment shall be deemed to have been completed at 9.00 am on the thirdBusiness Day following the day on which Trio notified the Customer that the Equipment were ready; and (b) Trio shall store the Equipment until delivery takes place and charge the Customer for all related costs and expenses (including insurance).
 
4.6       If five (5) Business Days after the day on which Trio notified the Customer that the Equipment were ready for delivery the Customer has not taken or accepted delivery of them, Trio may resell or otherwise dispose of part or all of the Equipment and, after deducting reasonable storage and selling costs, account to theCustomer for any excess over the price of the Equipment or charge the Customer for any shortfall below the price of the Equipment.
 
4.7       Trio may deliver the Equipment by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5.         QUALITY OF EQUIPMENT  
 
5.1       TheEquipment shall (a) conform with the Equipment Specification; and (b) be free from material defects in design, material and workmanship.
 
5.2       Subject to Clause 5.3, Trio shall, at its option, repair or replace the defective Equipment, or refund the price of the defective Equipment in full if (a) the Customer gives notice in writing within a reasonable time of discovery that some or all of the Equipment do not comply with the Equipment Specification; (b) rio is given a reasonable opportunity of examining such Equipment; and (c) theCustomer (if asked to do so by Trio) returns such Equipment to Trio’s place of business at the Customer’s cost.
 
Trio shall not be liable for the Equipment’ failure if (a) the Customer makes any further use of such Equipment after giving a notice in accordance with Clause 5.2; (b) the defect arises because the Customer failed to follow Trio’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Equipment or(if there are none) good trade practice; (c) the defect arises as a result of Trio following any drawing, design or Equipment Specification supplied by theCustomer; (d) the Customer alters or repairs such Equipment without the written consent of Trio; (e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or (f) the Equipment differs from the Equipment Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
 
5.3       Except as provided in this Clause 5, Trio shall have no liability to the Customer in respect of the Equipment’s failure.
 
5.4       The terms of these Conditions shall apply to any repaired, hired or replacement Equipment supplied by Trio.
 
6.         TITLE AND RISK  
 
6.1       The risk in the Equipment shall pass to the Customer on completion of delivery.
 
6.2       Title to the Equipment shall not pass to the Customer until Trio receives payment in full for the Equipment.
 
6.3       Until title to the Equipment has passed to the Customer, the Customer shall (a) store the Equipment separately from all other Equipment held by the Customer so that they remain readily identifiable as Trio’s property; (b) not remove, deface or obscure any identifying mark or packaging on or relating to the Equipment; (c) maintain the Equipment in satisfactory condition and keep them insured against all risks for their full price on Trio’s behalf from the date of delivery; (d) notify Trio immediately if it becomes subject to any of the events listed in Clause 15.1(b);and (e) give Trio such information relating to the Equipment as Trio may require from time to time.
 
6.4       If before title to the Equipment passes to the Customer the Customer becomes subject to any of the events listed in Clause 15.1(b), then the Customer’s right to resell Equipment or use them in the ordinary course of its business ceases immediately and Trio may at any time require the Customer to deliver up all Equipment.
 
6.5       Clauses6.2 to 6.4 above shall not apply to Equipment hired by the Customer, and in such circumstances the Equipment shall at all times remain the property ofTrio, and the customer shall have no right, title or interest in or to theEquipment (save the right to possession and use of the Equipment subject to theseConditions). The risk of loss, theft, damage or destruction of the Equipment shall pass to the Customer on Delivery. The Equipment shall remain at the sole risk of the Customer while the Equipment is in the possession, custody or control of the Customer and until such time as the Equipment is redelivered toTrio. The Customer shall, at its own expense, obtain and maintain customary and industry standard insurance of the Equipment to a value not less than its full replacement value to cover comprehensively against all usual risks of loss, damage or destruction by fire, theft or accident, and such other risks.
 
6.6       Trio shall not, other than in the exercise of its rights under these Conditions or applicable law, interfere with the customer’s quiet possession of Equipment hired by the Customer.
 
7.         SUPPLY OF SERVICES  
 
7.1       Trio shall supply the Services to the Customer in accordance with the Scope of Work and Managed Service Agreement (if applicable). The Services may include applications or other services provided by third parties.
 
7.2       Trio shall assist the Customer in the set-up of the Services and shall provide technical assistance and training (which may incur a reasonable additional charge depending on requirements unless set out in the Managed ServicesAgreement) for the set-up and provision of the Services when reasonably requested to do so. Trio shall use reasonable endeavours to meet any performance dates for the Services specified (including any project work that is time and materials charged) but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
 
7.3       Trio reserves the right to amend the Service 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 Trio shall notify the Customer in any such event.
 
7.4       Trio warrants to the Customer that the Services will be provided using reasonable care and skill.
 
8.         CUSTOMER’SOBLIGATIONS  
 
8.1       TheCustomer shall (a) ensure that the terms of the Scope of Work and any information it provides in the Service Specification and the EquipmentSpecification are complete and accurate; (b) co-operate with Trio as far as reasonable in all matters relating to the Services; (c) provide Trio, its employees, agents, consultants and subcontractors, with access to theCustomer's premises, office accommodation and other facilities as reasonably required by Trio to provide the Services; (d) provide Trio with such information and materials as Trio may reasonably require in order to supply theServices, and ensure that such information is complete and accurate in all material respects; (e) prepare the Customer's premises for the supply of theServices; (f) comply with all applicable laws, including health and safety laws; (g) comply with any policies issued by Trio including (but not limited to) acceptable use, security and disaster recovery; (h) respond to Trio enquiries in a professional and timely manner; (i) provide Trio with remote and(if requested) physical access to any systems that Trio supports; (j) comply with the terms of any licence(s) applicable to the Services; (k) keep all contact information provided to Trio up to date and correct in order to enable account management and technical notifications about the Services; (l) if theServices include VoIP services, to keep Trio of any phone location changes in order to ensure details are correct for the use of 999 emergency services; (m)keep Trio up to date with any changes to the infrastructure or environment relating to the Services that might impact on the performance of the Services;(n) maintain any Equipment and insure any rented or loaned Equipment against all risks for its full value on the Customer’s behalf from the date of delivery; (o) notify Trio as soon as reasonably practicable of any loss of or damage to rented or loaned Hardware (fair wear and tear excepted) and, on request, reimburse Trio for the price for any loss or damage to it; (p)establish, maintain and monitor adequate internal security measures for theCustomer’s access and use of the Services including the confidentiality and safe storage of all login details, usernames and passwords and updating them regularly; (q) use the Services for the Customer’s business purposes only; and(r) comply with any additional obligations as set out in the ServiceSpecification and the Equipment Specification; (s) return any loaned or rentedEquipment to Trio well-packaged and in good condition (fair wear and tear excepted) within thirty (5) Business Days of termination of the Contract; and(t) where the Services include applications or other services provided by third parties, to comply with any terms, conditions and instructions issued by those third parties.
 
8.2       If the Services include any third-party services, the Customer agrees to be bound by the third-party terms and conditions applicable to such services.
 
8.3       If the Services include any project work that is time and material charged theCustomer accepts that (a) any failure by the Customer to adhere to the terms of this Contract that leads to delays will result in target dates being extended so as to accommodate fully the effects of such delay; and (b) any delay that is directly or indirectly caused by any act or omission by the Customer, its agents, subcontractors, consultants or employees may result in Trio charging the Customer for the effects of such a delay on a time and materials basis at its standard published day billing rates.
 
8.4       IfTrio’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default): (a) without limiting or affecting any other right or remedy available to it, Trio 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 Trio’s performance of any of its obligations; (b) Trio shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Trio’s failure or delay to perform any of its obligations; and (c) the Customer shall reimburse Trio on written demand for any costs or losses sustained or incurred by Trio arising directly or indirectly from the Customer Default.
9.         CHARGESAND PAYMENT  
 
9.1       The price for the Services and/or Equipment: (a) shall be the price set out in the Scope of Work or, if no price is quoted, the price set out in Trio’s published price list as at the date of the order; and (b) in the case of Equipment, shall be exclusive of all costs and charges of packaging, insurance, transport of such Equipment.
 
9.2       Trio shall invoice the Customer in accordance with the payment schedule set out in the Scope of Work.
 
9.3       Unless otherwise stated in the Scope of Work, the Customer shall pay each invoice submitted by Trio (a) within 30 days of the date of the invoice; and (b) in full and in cleared funds to a bank account nominated in writing by Trio, with time for payment shall be of the essence of the Contract.
 
9.4       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).
 
9.5       If the Customer fails to make a payment due to Trio under the Contract by the due date, then, without limiting Trio’s remedies under Clause 15 (Termination), theCustomer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under thisClause 9.5 will accrue each day at 4% a year above the Bank of England’s base rate from time to time.
 
9.6       Trio reserves the right increase the cost of the Services and/or Equipment, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost that is due to: (a) any factor beyond the control of Trio(including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (b) any request by the Customer to change the Deliverables and/or Scope of Work; or (c) any delay caused by any instructions of the Customer in respect of the Services and/orEquipment or failure of the Customer to give Trio adequate or accurate information or instructions in respect of the Services and/or Equipment.
 
9.7       All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or with holding of tax as required by law).
 
10.       INTELLECTUAL PROPERTY RIGHTS  
 
10.1     All Intellectual Property Rights in or arising out of or in connection with the Services (other than IntellectualProperty Rights in any materials provided by the Customer) shall be owned by Trio.
 
10.2     Trio grants to the Customer a fully paid-up, worldwide, non-exclusive, royalty-free perpetual licence to copy and modify the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables in its business.
 
10.3     The Customer grants Trio a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Customer to Trio for the term of theContract for the purpose of providing the Services to the Customer.
 
11.       CHANGE CONTROL  
 
11.1     If either party wishes to change the scope of the Services (including Customer requests for additional services), it shall submit details of the requested change to the other in writing.
11.2     If either party requests a change to the scope or execution of the Services, Trio shall, within a reasonable time, provide a written estimate to the Customer of:
 
(a)       The likely time required to implement the change;
(b)       Any variations to the fees arising from the change;
(c)        The likely effect of the change on the delivery of the Services; and
(d)       Any other impact of the change on the terms of this agreement.
11.3     If either party wishes the other party to proceed with the relevant change referred to in Clause 11.2, Trio has no obligation to do so unless and until the parties have agreed in writing the necessary variations to its charges, the Scope of Work and any other relevant terms of this agreement to take account of the change.
 
12.       DATA PROTECTION  
 
12.1     Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 12 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
 
12.2     The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the controller andTrio is the processor.
 
12.3     The Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Trio for the duration and purposes of the Contract.
 
12.4     Trio shall, in relation to any personal data processed in connection with the performance by Trio of its obligations under the Contract (a) process that personal data only on the documented written instructions of the Customer unless Trio is required by law to otherwise process that personal data; (b) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data; (c) ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and (d) not transfer any personal data outside of the European Economic Area unless the prior written consent of the Customer has been obtained; (d) assist the Customer, at the Customer’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; (f) notify the Customer without undue delay on becoming aware of a personal data breach; and (g) at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of the Contract unless required by Applicable Law to store the personal data.
 
13.       CONFIDENTIALITY  
 
13.1     Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or Trios of the other party, except as permitted by Clause 13.2.
 
13.2     Each party may disclose the other party’s confidential information (a) to its employees, officers, representatives, 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, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this Clause 13; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
 
13.3     Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
14.       LIMITATION OF LIABILITY
 
14.1     The restrictions on liability in thisClause 14 apply to every liability arising under or in connection with the Contract including liability in contract, tort(including negligence), misrepresentation, restitution or otherwise. Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; and (c) breach of the terms implied by section 12 of the Sale of Equipment Act 1979 or section 2 of the Supply of Equipment and Services Act 1982 (title and quiet possession).
 
14.2     Trio’s total aggregate liability in contract, tort (including negligence or breach of statutory duty),misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the sums paid by the Customer to Trio under the Contract during the 12 months immediately preceding the date on which the claim arose.
 
14.3     The following types of loss are wholly excluded (a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of use or corruption of software, data or information; (f) loss of or damage to good will; and (g) indirect or consequential loss.
 
14.4     Except as specifically provided for in theseConditions, all representations, conditions, warranties or other terms whether express or implied, by statute or otherwise, including (without limitation) any implied terms as to condition, quality, performance or fitness for purpose of the Equipment and Services, are excluded by the fullest extent permitted by law in the applicable jurisdiction.
 
14.5     If Trio’s performance of its obligations under the Contract is prevented or delayed by any act or omission of (a) the Customer, its agents, subcontractors, consultants or employees, or(b) third parties whose applications and services are necessary for Trio to provide the Services and/or Equipment, Trio will not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay.
 
15.       TERMINATION  
 
15.1     Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
 
(a)       the other party commits a material breach of its obligations under the Contract and(if such breach is remediable) fails to remedy that breach within five (5)Business Days after receipt of notice in writing to do so;
 
(b)       the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
 
(c)        the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
 
15.2     Without affecting any other right or remedy available to it, Trio may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
 
16.       CONSEQUENCES OF TERMINATION  
 
16.1     On termination of the Contract (a) theCustomer shall immediately pay to Trio all of Trio’s outstanding unpaid invoices and interest and, in respect of Services and Equipment supplied but for which no invoice has been submitted, Trio shall submit an invoice, which shall be payable by the Customer immediately on receipt; and (b) the Customer shall return all of Trio owned materials and any Deliverables or Equipment which have not been fully paid for. If the Customer fails to do so, then Trio may enter the Customer’s premises and take possession of them. Until they have been returned, theCustomer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.
 
16.2     Termination or expiry of the Contract shall not affect any rights, remedies, obligations and 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.
 
16.3     Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.
 
17.       FORCE MAJEURE  
 
17.1     If Trio is prevented, hindered or delayed in or from performing any of its obligations under the Contract by a Force Majeure Event, Trio shall not be in breach of these Conditions or otherwise liable for any such failure or delay in the performance of the Services or other obligations under theseConditions. The time for performance of such obligations shall be extended accordingly.
 
17.2     If the Force Majeure Event prevents, hinders or delays Trio’s performance of its obligations for a continuous period of more than two (2) weeks, Trio may terminate the Contract on written notice to the Customer.
 
18.       NON-SOLICITATION
 
18.1     TheCustomer shall not, for a period of twelve (12) months from the date of this letter, (except with the prior written consent of Trio) directly or indirectly solicit or entice away (or attempt to solicit or entice away) from the employment of Trio, any employee who is employed or engaged in the provision of the Services to the Customer.
18.2     TheCustomer shall not be in breach of this Clause 18 as a result of running a national advertising campaign open to all comers and not specifically targeted at any of the staff or the customers of Trio. If the Customer commits any breach of this Clause 18, the Customer shall, without prejudice to any other rights or remedies available to Trio, on demand, pay to Trio a sum equal to one(1) year’s basic salary plus the recruitment costs incurred by Trio in replacing such person.
 
19.       NOTICES
 
19.1     Any notice or other communication given to a party under or in connection with theContract shall be in writing and shall be (a) 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 (b) sent by email to the address specified in the Scope of Work.
19.2     Any notice shall be deemed to have been received (a) if delivered by hand, on signature of a delivery receipt [or at the time the notice is left at the proper address; and (b) 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; and if sent by email, at the time of transmission. This Clause 19.2does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
 
20.       DISPUTE RESOLUTION  
 
20.1     If a dispute arises under or in connection with this agreement (Dispute), including any Dispute arising out of any amount due to a party, then before bringing any legal proceedings or commencing any other alternative dispute resolution procedure in connection with suchDispute, a party must first give written notice (Dispute Notice) of the Dispute to the other party describing the Dispute and requesting that it is resolved under the dispute resolution procedure described in this Clause 20.
 
20.2     If the parties are unable to resolve the Dispute within 30 days of delivery of the Dispute Notice, each party shall promptly (and in any event within five Business Days): (a) appoint a representative who has authority to settle the Dispute and is at a higher management level than the person with direct responsibility for the administration of this agreement (Designated Representative); and (b) notify the other party of the name and contact information of its Designated Representative.
 
20.3     Acting reasonably and in good faith theDesignated Representatives shall discuss and negotiate to resolve the Dispute, including agreeing the format and frequency for such discussions and negotiations, provided that all reasonable requests for relevant information relating to the Dispute made by one party to the other party shall be complied with as soon as reasonably practicable).
 
20.4     If the parties are unable to resolve the Dispute within 30 days after the appointment of both DesignatedRepresentatives, either party may proceed with any other available remedy.
 
20.5     Notwithstanding any other provision of this agreement, a party may seek interim or other equitable relief necessary(including an injunction) where damages would be an inadequate remedy.
 
21.       GENERAL
 
21.1     Assignment and other dealings. Trio 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 Trio.
 
21.2     Severance. 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.
 
21.3     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 remedy. 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 theContract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
 
21.4     No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
 
21.5     Entire agreement. TheContract 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 in o 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 misrepresentation based on any statement in the Contract.
 
21.6     Third parties 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.
 
21.7     Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
 
21.8     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.
21.9     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.
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Terms and Conditions

TRIO STANDARD TERMS AND CONDITIONS FOR THE SUPPLY OF EQUIPMENT AND SERVICES


 1.         INTERPRETATION
 
1.1       The following definitions and rules of interpretation apply in these Conditions.
Business Day: 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 given in Clause 2.2.
 
Conditions: these terms and conditions as amended from time to time in accordance with Clause 17.8.
 
Contract: the contract between Trio and the Customer for the supply of Equipment and/or Services in accordance with these Conditions.
 
Customer: the person or organisation who purchases the Equipment and/or Services from Trio.
 
Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK General Data Protection Regulation and the Data Protection Act 2018 as amended.
 
Deliverables: the deliverables set out in the Scope of Work.
 
Force Majeure Event: any circumstance not within Trio’s reasonable control including, without limitation (a) acts of God, flood, drought, earthquake or other natural disaster; (b) epidemic or pandemic; (c)terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; (e) any labour or trade dispute, strikes, industrial action or lockouts; (f) non-performance by suppliers or subcontractors; and (g) interruption or failure of any utility service (including, without limitation, internet connection services) provided by third parties necessary to provide theServices and/or Equipment.
 
Equipment: the equipment (or any part of them) set out in the Scope of Work.
 
Equipment Specification: any specification for the Equipment, including any relevant plans or drawings, that is set out in the Scope of Work.
 
Intellectual Property Rights: patents, 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, goodwill and the right to sue for passing off, 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.
 
Managed Services: the managed services described in theScope of Work to be performed by Trio in accordance with these Conditions and the Managed Services Agreement.
 
Managed Services Agreement: the agreement for the provision of managed services provided by Trio to the Customer.
 
Scope of Work: the Customer’s order for the supply of Equipment and/or Services.
 
Services: the services, including the Deliverables and any Managed Services, supplied by Trio to the Customer as set out in the Scope of Work.
 
Service Specification: the description or specification for the Services set out in the Scope of Work.
 
Trio: Trio Technical Solutions Limited registered in England and Wales with company number 12318834.
 
1.2       A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.3       A reference to a party includes its successors and permitted assigns.
1.4       A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
1.5       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.
1.6       A reference to writing or written includes email.
 
1.7       Ift here is an inconsistency between any of the provisions of the relevant Scope of Work, these Conditions, or the Managed Services Agreement the order of precedence is as follows: (1) Scope of Work, (2) the Managed Services Agreement, and (3) these Conditions.
2.         BASISOF CONTRACT  
 
2.1       TheScope of Work constitutes an order by the Customer of Equipment and/or Services in accordance with these Conditions.
 
2.2       TheCustomer shall be deemed to have accepted the Scope of Work upon the earlier of(a) the Customer signing and returning the Scope of Work to Trio; (b) delivery of the Equipment; (c) provision of the Services; or (d) Trio’s invoice, at which point and on which date the Contract shall come into existence (CommencementDate).
2.3       Trio’s employees or agents are not authorised to make any representations concerning the Equipment or Services unless confirmed by Trio in writing. 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.
 
2.4       Any quotation given by Trio shall not constitute an offer and is only valid for a period of five (5) Business Days from its date of issue.
 
2.5       All of these Conditions shall apply to the supply of both Equipment and Services except where application to one or the other is specified.
3.         EQUIPMENT
 
3.1       TheEquipment is described in the Equipment Specification.
 
3.2       To the extent that the Equipment (or part of it) is to be manufactured in accordance with an Equipment Specification supplied by the Customer, theCustomer shall indemnify Trio against all liabilities, costs, expenses, damages and losses (including 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 professional costs and expenses) suffered or incurred by Trio arising out of or in connection with any claim made against Trio for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with Trio’s use of the Equipment Specification. This clause 3.2 shall survive termination of theContract.
 
3.3       To the extent that the Equipment is hired by the Customer, the customer shall hire the Equipment from Trio subject to the terms and conditions of these Conditions.
 
3.4       Trio reserves the right to amend the Equipment Specification if required by any applicable statutory or regulatory requirement, and Trio shall notify theCustomer in any such event.
4.         DELIVERY OF EQUIPMENT
 
4.1       The parties may either agree that (a) Trio shall deliver the Equipment to the location set out in the Scope of Work or such other location as the parties may agree (Delivery Location); or (b) the Customer shall collect the Equipment from Trio’s premises or such other location as may be agreed with the Customer before delivery.
 
4.2       Delivery of the Equipment shall be completed on the completion of delivery or collection as set out in Clause 4.1 above.
 
4.3       Any dates quoted for delivery of the Equipment are approximate only, and the time of delivery is not of the essence.
 
4.4       IfTrio fails to deliver the Equipment, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement Equipment of similar description and quality in the cheapest market available, less the price of the Equipment. Trio shall have no liability for any failure to deliver the Equipment to the extent that such failure is caused by the Customer’s failure to provide Trio with adequate delivery instructions for the Equipment or any relevant instruction related to the supply of the Equipment.
 
4.5       If the Customer fails to take or accept delivery of the Equipment within three (3)Business Days of Trio notifying the Customer that the Equipment are ready, then except where such failure or delay is caused by Trio’s failure to comply with its obligations under the Contract in respect of the Equipment (a) delivery of the Equipment shall be deemed to have been completed at 9.00 am on the thirdBusiness Day following the day on which Trio notified the Customer that the Equipment were ready; and (b) Trio shall store the Equipment until delivery takes place and charge the Customer for all related costs and expenses (including insurance).
 
4.6       If five (5) Business Days after the day on which Trio notified the Customer that the Equipment were ready for delivery the Customer has not taken or accepted delivery of them, Trio may resell or otherwise dispose of part or all of the Equipment and, after deducting reasonable storage and selling costs, account to theCustomer for any excess over the price of the Equipment or charge the Customer for any shortfall below the price of the Equipment.
 
4.7       Trio may deliver the Equipment by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5.         QUALITY OF EQUIPMENT  
 
5.1       TheEquipment shall (a) conform with the Equipment Specification; and (b) be free from material defects in design, material and workmanship.
 
5.2       Subject to Clause 5.3, Trio shall, at its option, repair or replace the defective Equipment, or refund the price of the defective Equipment in full if (a) the Customer gives notice in writing within a reasonable time of discovery that some or all of the Equipment do not comply with the Equipment Specification; (b) rio is given a reasonable opportunity of examining such Equipment; and (c) theCustomer (if asked to do so by Trio) returns such Equipment to Trio’s place of business at the Customer’s cost.
 
Trio shall not be liable for the Equipment’ failure if (a) the Customer makes any further use of such Equipment after giving a notice in accordance with Clause 5.2; (b) the defect arises because the Customer failed to follow Trio’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Equipment or(if there are none) good trade practice; (c) the defect arises as a result of Trio following any drawing, design or Equipment Specification supplied by theCustomer; (d) the Customer alters or repairs such Equipment without the written consent of Trio; (e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or (f) the Equipment differs from the Equipment Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
 
5.3       Except as provided in this Clause 5, Trio shall have no liability to the Customer in respect of the Equipment’s failure.
 
5.4       The terms of these Conditions shall apply to any repaired, hired or replacement Equipment supplied by Trio.
 
6.         TITLE AND RISK  
 
6.1       The risk in the Equipment shall pass to the Customer on completion of delivery.
 
6.2       Title to the Equipment shall not pass to the Customer until Trio receives payment in full for the Equipment.
 
6.3       Until title to the Equipment has passed to the Customer, the Customer shall (a) store the Equipment separately from all other Equipment held by the Customer so that they remain readily identifiable as Trio’s property; (b) not remove, deface or obscure any identifying mark or packaging on or relating to the Equipment; (c) maintain the Equipment in satisfactory condition and keep them insured against all risks for their full price on Trio’s behalf from the date of delivery; (d) notify Trio immediately if it becomes subject to any of the events listed in Clause 15.1(b);and (e) give Trio such information relating to the Equipment as Trio may require from time to time.
 
6.4       If before title to the Equipment passes to the Customer the Customer becomes subject to any of the events listed in Clause 15.1(b), then the Customer’s right to resell Equipment or use them in the ordinary course of its business ceases immediately and Trio may at any time require the Customer to deliver up all Equipment.
 
6.5       Clauses6.2 to 6.4 above shall not apply to Equipment hired by the Customer, and in such circumstances the Equipment shall at all times remain the property ofTrio, and the customer shall have no right, title or interest in or to theEquipment (save the right to possession and use of the Equipment subject to theseConditions). The risk of loss, theft, damage or destruction of the Equipment shall pass to the Customer on Delivery. The Equipment shall remain at the sole risk of the Customer while the Equipment is in the possession, custody or control of the Customer and until such time as the Equipment is redelivered toTrio. The Customer shall, at its own expense, obtain and maintain customary and industry standard insurance of the Equipment to a value not less than its full replacement value to cover comprehensively against all usual risks of loss, damage or destruction by fire, theft or accident, and such other risks.
 
6.6       Trio shall not, other than in the exercise of its rights under these Conditions or applicable law, interfere with the customer’s quiet possession of Equipment hired by the Customer.
 
7.         SUPPLY OF SERVICES  
 
7.1       Trio shall supply the Services to the Customer in accordance with the Scope of Work and Managed Service Agreement (if applicable). The Services may include applications or other services provided by third parties.
 
7.2       Trio shall assist the Customer in the set-up of the Services and shall provide technical assistance and training (which may incur a reasonable additional charge depending on requirements unless set out in the Managed ServicesAgreement) for the set-up and provision of the Services when reasonably requested to do so. Trio shall use reasonable endeavours to meet any performance dates for the Services specified (including any project work that is time and materials charged) but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
 
7.3       Trio reserves the right to amend the Service 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 Trio shall notify the Customer in any such event.
 
7.4       Trio warrants to the Customer that the Services will be provided using reasonable care and skill.
 
8.         CUSTOMER’SOBLIGATIONS  
 
8.1       TheCustomer shall (a) ensure that the terms of the Scope of Work and any information it provides in the Service Specification and the EquipmentSpecification are complete and accurate; (b) co-operate with Trio as far as reasonable in all matters relating to the Services; (c) provide Trio, its employees, agents, consultants and subcontractors, with access to theCustomer's premises, office accommodation and other facilities as reasonably required by Trio to provide the Services; (d) provide Trio with such information and materials as Trio may reasonably require in order to supply theServices, and ensure that such information is complete and accurate in all material respects; (e) prepare the Customer's premises for the supply of theServices; (f) comply with all applicable laws, including health and safety laws; (g) comply with any policies issued by Trio including (but not limited to) acceptable use, security and disaster recovery; (h) respond to Trio enquiries in a professional and timely manner; (i) provide Trio with remote and(if requested) physical access to any systems that Trio supports; (j) comply with the terms of any licence(s) applicable to the Services; (k) keep all contact information provided to Trio up to date and correct in order to enable account management and technical notifications about the Services; (l) if theServices include VoIP services, to keep Trio of any phone location changes in order to ensure details are correct for the use of 999 emergency services; (m)keep Trio up to date with any changes to the infrastructure or environment relating to the Services that might impact on the performance of the Services;(n) maintain any Equipment and insure any rented or loaned Equipment against all risks for its full value on the Customer’s behalf from the date of delivery; (o) notify Trio as soon as reasonably practicable of any loss of or damage to rented or loaned Hardware (fair wear and tear excepted) and, on request, reimburse Trio for the price for any loss or damage to it; (p)establish, maintain and monitor adequate internal security measures for theCustomer’s access and use of the Services including the confidentiality and safe storage of all login details, usernames and passwords and updating them regularly; (q) use the Services for the Customer’s business purposes only; and(r) comply with any additional obligations as set out in the ServiceSpecification and the Equipment Specification; (s) return any loaned or rentedEquipment to Trio well-packaged and in good condition (fair wear and tear excepted) within thirty (5) Business Days of termination of the Contract; and(t) where the Services include applications or other services provided by third parties, to comply with any terms, conditions and instructions issued by those third parties.
 
8.2       If the Services include any third-party services, the Customer agrees to be bound by the third-party terms and conditions applicable to such services.
 
8.3       If the Services include any project work that is time and material charged theCustomer accepts that (a) any failure by the Customer to adhere to the terms of this Contract that leads to delays will result in target dates being extended so as to accommodate fully the effects of such delay; and (b) any delay that is directly or indirectly caused by any act or omission by the Customer, its agents, subcontractors, consultants or employees may result in Trio charging the Customer for the effects of such a delay on a time and materials basis at its standard published day billing rates.
 
8.4       IfTrio’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default): (a) without limiting or affecting any other right or remedy available to it, Trio 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 Trio’s performance of any of its obligations; (b) Trio shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Trio’s failure or delay to perform any of its obligations; and (c) the Customer shall reimburse Trio on written demand for any costs or losses sustained or incurred by Trio arising directly or indirectly from the Customer Default.
9.         CHARGESAND PAYMENT  
 
9.1       The price for the Services and/or Equipment: (a) shall be the price set out in the Scope of Work or, if no price is quoted, the price set out in Trio’s published price list as at the date of the order; and (b) in the case of Equipment, shall be exclusive of all costs and charges of packaging, insurance, transport of such Equipment.
 
9.2       Trio shall invoice the Customer in accordance with the payment schedule set out in the Scope of Work.
 
9.3       Unless otherwise stated in the Scope of Work, the Customer shall pay each invoice submitted by Trio (a) within 30 days of the date of the invoice; and (b) in full and in cleared funds to a bank account nominated in writing by Trio, with time for payment shall be of the essence of the Contract.
 
9.4       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).
 
9.5       If the Customer fails to make a payment due to Trio under the Contract by the due date, then, without limiting Trio’s remedies under Clause 15 (Termination), theCustomer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under thisClause 9.5 will accrue each day at 4% a year above the Bank of England’s base rate from time to time.
 
9.6       Trio reserves the right increase the cost of the Services and/or Equipment, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost that is due to: (a) any factor beyond the control of Trio(including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (b) any request by the Customer to change the Deliverables and/or Scope of Work; or (c) any delay caused by any instructions of the Customer in respect of the Services and/orEquipment or failure of the Customer to give Trio adequate or accurate information or instructions in respect of the Services and/or Equipment.
 
9.7       All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or with holding of tax as required by law).
 
10.       INTELLECTUAL PROPERTY RIGHTS  
 
10.1     All Intellectual Property Rights in or arising out of or in connection with the Services (other than IntellectualProperty Rights in any materials provided by the Customer) shall be owned by Trio.
 
10.2     Trio grants to the Customer a fully paid-up, worldwide, non-exclusive, royalty-free perpetual licence to copy and modify the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables in its business.
 
10.3     The Customer grants Trio a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Customer to Trio for the term of theContract for the purpose of providing the Services to the Customer.
 
11.       CHANGE CONTROL  
 
11.1     If either party wishes to change the scope of the Services (including Customer requests for additional services), it shall submit details of the requested change to the other in writing.
11.2     If either party requests a change to the scope or execution of the Services, Trio shall, within a reasonable time, provide a written estimate to the Customer of:
 
(a)       The likely time required to implement the change;
(b)       Any variations to the fees arising from the change;
(c)        The likely effect of the change on the delivery of the Services; and
(d)       Any other impact of the change on the terms of this agreement.
11.3     If either party wishes the other party to proceed with the relevant change referred to in Clause 11.2, Trio has no obligation to do so unless and until the parties have agreed in writing the necessary variations to its charges, the Scope of Work and any other relevant terms of this agreement to take account of the change.
 
12.       DATA PROTECTION  
 
12.1     Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 12 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
 
12.2     The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the controller andTrio is the processor.
 
12.3     The Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Trio for the duration and purposes of the Contract.
 
12.4     Trio shall, in relation to any personal data processed in connection with the performance by Trio of its obligations under the Contract (a) process that personal data only on the documented written instructions of the Customer unless Trio is required by law to otherwise process that personal data; (b) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data; (c) ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and (d) not transfer any personal data outside of the European Economic Area unless the prior written consent of the Customer has been obtained; (d) assist the Customer, at the Customer’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; (f) notify the Customer without undue delay on becoming aware of a personal data breach; and (g) at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of the Contract unless required by Applicable Law to store the personal data.
 
13.       CONFIDENTIALITY  
 
13.1     Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or Trios of the other party, except as permitted by Clause 13.2.
 
13.2     Each party may disclose the other party’s confidential information (a) to its employees, officers, representatives, 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, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this Clause 13; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
 
13.3     Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
14.       LIMITATION OF LIABILITY
 
14.1     The restrictions on liability in thisClause 14 apply to every liability arising under or in connection with the Contract including liability in contract, tort(including negligence), misrepresentation, restitution or otherwise. Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; and (c) breach of the terms implied by section 12 of the Sale of Equipment Act 1979 or section 2 of the Supply of Equipment and Services Act 1982 (title and quiet possession).
 
14.2     Trio’s total aggregate liability in contract, tort (including negligence or breach of statutory duty),misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the sums paid by the Customer to Trio under the Contract during the 12 months immediately preceding the date on which the claim arose.
 
14.3     The following types of loss are wholly excluded (a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of use or corruption of software, data or information; (f) loss of or damage to good will; and (g) indirect or consequential loss.
 
14.4     Except as specifically provided for in theseConditions, all representations, conditions, warranties or other terms whether express or implied, by statute or otherwise, including (without limitation) any implied terms as to condition, quality, performance or fitness for purpose of the Equipment and Services, are excluded by the fullest extent permitted by law in the applicable jurisdiction.
 
14.5     If Trio’s performance of its obligations under the Contract is prevented or delayed by any act or omission of (a) the Customer, its agents, subcontractors, consultants or employees, or(b) third parties whose applications and services are necessary for Trio to provide the Services and/or Equipment, Trio will not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay.
 
15.       TERMINATION  
 
15.1     Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
 
(a)       the other party commits a material breach of its obligations under the Contract and(if such breach is remediable) fails to remedy that breach within five (5)Business Days after receipt of notice in writing to do so;
 
(b)       the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
 
(c)        the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
 
15.2     Without affecting any other right or remedy available to it, Trio may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
 
16.       CONSEQUENCES OF TERMINATION  
 
16.1     On termination of the Contract (a) theCustomer shall immediately pay to Trio all of Trio’s outstanding unpaid invoices and interest and, in respect of Services and Equipment supplied but for which no invoice has been submitted, Trio shall submit an invoice, which shall be payable by the Customer immediately on receipt; and (b) the Customer shall return all of Trio owned materials and any Deliverables or Equipment which have not been fully paid for. If the Customer fails to do so, then Trio may enter the Customer’s premises and take possession of them. Until they have been returned, theCustomer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.
 
16.2     Termination or expiry of the Contract shall not affect any rights, remedies, obligations and 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.
 
16.3     Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.
 
17.       FORCE MAJEURE  
 
17.1     If Trio is prevented, hindered or delayed in or from performing any of its obligations under the Contract by a Force Majeure Event, Trio shall not be in breach of these Conditions or otherwise liable for any such failure or delay in the performance of the Services or other obligations under theseConditions. The time for performance of such obligations shall be extended accordingly.
 
17.2     If the Force Majeure Event prevents, hinders or delays Trio’s performance of its obligations for a continuous period of more than two (2) weeks, Trio may terminate the Contract on written notice to the Customer.
 
18.       NON-SOLICITATION
 
18.1     TheCustomer shall not, for a period of twelve (12) months from the date of this letter, (except with the prior written consent of Trio) directly or indirectly solicit or entice away (or attempt to solicit or entice away) from the employment of Trio, any employee who is employed or engaged in the provision of the Services to the Customer.
18.2     TheCustomer shall not be in breach of this Clause 18 as a result of running a national advertising campaign open to all comers and not specifically targeted at any of the staff or the customers of Trio. If the Customer commits any breach of this Clause 18, the Customer shall, without prejudice to any other rights or remedies available to Trio, on demand, pay to Trio a sum equal to one(1) year’s basic salary plus the recruitment costs incurred by Trio in replacing such person.
 
19.       NOTICES
 
19.1     Any notice or other communication given to a party under or in connection with theContract shall be in writing and shall be (a) 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 (b) sent by email to the address specified in the Scope of Work.
19.2     Any notice shall be deemed to have been received (a) if delivered by hand, on signature of a delivery receipt [or at the time the notice is left at the proper address; and (b) 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; and if sent by email, at the time of transmission. This Clause 19.2does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
 
20.       DISPUTE RESOLUTION  
 
20.1     If a dispute arises under or in connection with this agreement (Dispute), including any Dispute arising out of any amount due to a party, then before bringing any legal proceedings or commencing any other alternative dispute resolution procedure in connection with suchDispute, a party must first give written notice (Dispute Notice) of the Dispute to the other party describing the Dispute and requesting that it is resolved under the dispute resolution procedure described in this Clause 20.
 
20.2     If the parties are unable to resolve the Dispute within 30 days of delivery of the Dispute Notice, each party shall promptly (and in any event within five Business Days): (a) appoint a representative who has authority to settle the Dispute and is at a higher management level than the person with direct responsibility for the administration of this agreement (Designated Representative); and (b) notify the other party of the name and contact information of its Designated Representative.
 
20.3     Acting reasonably and in good faith theDesignated Representatives shall discuss and negotiate to resolve the Dispute, including agreeing the format and frequency for such discussions and negotiations, provided that all reasonable requests for relevant information relating to the Dispute made by one party to the other party shall be complied with as soon as reasonably practicable).
 
20.4     If the parties are unable to resolve the Dispute within 30 days after the appointment of both DesignatedRepresentatives, either party may proceed with any other available remedy.
 
20.5     Notwithstanding any other provision of this agreement, a party may seek interim or other equitable relief necessary(including an injunction) where damages would be an inadequate remedy.
 
21.       GENERAL
 
21.1     Assignment and other dealings. Trio 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 Trio.
 
21.2     Severance. 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.
 
21.3     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 remedy. 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 theContract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
 
21.4     No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
 
21.5     Entire agreement. TheContract 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 in o 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 misrepresentation based on any statement in the Contract.
 
21.6     Third parties 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.
 
21.7     Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
 
21.8     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.
21.9     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.
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