TERMS AND CONDITIONS

Terms & Conditions

Cybersupport Ltd General Terms and Conditions

1.0 DEFINITIONS

1.1 “Company” Hereinafter, all references to “Cybersupport” shall mean “Cybersupport Ltd” of 461 Bath Road, Slough, SL1 6AA, a company registered in England under number 7568925.

1.2 “Agreement” means these terms together with any quotation, tender and Customer Order (including any special conditions set out on such Customer Order).

1.3 “Business Day” means any Monday to Friday excluding public, bank and statutory holidays in England and “Business Hours” means 0830 to 1700 on a Business Day.

1.4 “Charges” means all rates and charges for a particular service together with any other sums owed by the Customer under this Agreement.

1.5 “Customer Order” means the written request by the Customer for the Service submitted on a Cybersupport approved order form and which has been accepted by Cybersupport.

1.6 “Customer Site” means the site or other location owned or occupied by the Customer and/or its end-users as set out in the Customer Order to which the Service will be delivered.

1.7 “Delivery Lead Time” means the minimum period of time which will elapse between the date of the Customer order and the date by which the Service can be delivered.

1.8 “Equipment” means any equipment, device, software etc supplied by Cybersupport to the Customer as part of the provision of a Service.

1.9 “Event of Insolvency” has a meaning as contained within Section 123 of the Insolvency Act 1986.

1.10 “Initial Term” means a minimum period of 12 months unless otherwise specified in the Customer Order.

1.11 “Requested Delivery Date” means the date specified in the Customer Order upon which the Customer would wish the Service delivered.

1.12 “Service” means the Service and/or Equipment provided by Cybersupport pursuant to an Agreement.

1.13 “Service Commencement Date” means either: (a) the earlier of the date on which Cybersupport notifies the Customer that the Service is ready for use by the Customer or the date on which the Customer first uses the Service.

2.0 DURATION

2.1 Cybersupport shall provide the Service on the terms and conditions set out in, and for the duration of, the Agreement and in line with the Customer Order.

2.2 The Initial Term shall commence on the Service Commencement Date.

2.3 At the expiration of the Initial Term and subject to Clauses 2.4 and 9.4, the term of the Agreement shall automatically renew for successive periods unless and until terminated by either party giving at least three months’ notice to the other, such notice to expire no earlier than the end of the Initial Term.

2.4 Where the Service provided by Cybersupport includes the maintenance of equipment or software provided under a Customer Order, such maintenance and/or monitoring of the services shall be provided for 12 months from the Service Commencement Date, unless otherwise stated in the Customer Order.

2.5 In consideration for the provision of the Service, the Customer agrees to pay the Charges in accordance with clause 4.

3.0 FURTHER ORDERS

3.1 If the Customer requires a further service, it shall submit an order form requesting delivery of such Service and Cybersupport shall notify the Customer whether it accepts such an order.

4.0 HANDOVER, BILLING AND PAYMENT

4.1 If the Service does not meet the technical specifications contained in the applicable Customer Order or is otherwise in non-compliance with this Agreement, then the Customer shall notify Cybersupport of such non-compliance within 3 Business Days of the Service Commencement Date. If the Customer fails to provide such notice, then the Customer shall be deemed to have accepted the Service. If the Customer does provide such notice, Cybersupport will test the Service for non-compliance. If Cybersupport (acting reasonably) verifies the non-compliance, then Cybersupport shall promptly take such action as is necessary to correct the non-compliance and shall provide the Customer with a new Service Commencement Date as soon as is reasonably practicable.

4.2 Credit Approval. Cybersupport may at any time where it reasonably believes that the financial situation of the Customer may adversely affect the Customer’s ability to pay the Charges during the Duration of this Agreement, require the Customer to make a pre-payment for the Service to a maximum of 3 months’ recurring Charges or to pay for goods prior to their being delivered, as appropriate. The Customer shall provide such requested pre-payment within 5 Business Days of the request and Cybersupport shall not be required to provide or continue to provide any Goods or Services until such security has been obtained.

4.3 Invoices and Payment. The Customer shall be liable for all Charges as from the Service Commencement Date. Cybersupport will invoice the Customer monthly in advance for the recurring portion of the Charges (unless otherwise set out in the Customer Order). The non-recurring Charge(s) specified in the Customer Order shall be payable upon the Service Commencement Date and any other non-recurring Charges will be invoiced during the month in which they were incurred or the month thereafter. All Charges shall be due upon the Customer’s receipt of invoice and payable without deduction or set-off within 30 days of the invoice date.

4.4 Late Charges. Cybersupport may charge daily interest on late payments in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 for the period beginning on the date on which payment is due and ending on the date payment is actually made.

4.5 Title. Title to all Equipment shall remain with Cybersupport until payment is made in full with cleared funds.

4.6 Disputed Charges. The Customer may, acting in good faith, dispute any portion of an invoice, provided that the Customer: (a) pays the full undisputed portion of the invoice by the due date; (b) provides Cybersupport with a written statement and supporting documentation regarding the dispute within 30 days from the date of the relevant invoice; and (c) negotiates in good faith with Cybersupport to resolve the dispute. If the Customer disputes any portion of an invoice that is based upon Service usage or availability, then Cybersupport records of such usage or availability shall be presumed to be accurate unless proved otherwise by an independent auditor. If the dispute has not been resolved within 30 days from the Customer’s original written claim, then the parties will attempt to settle it by mediation in accordance with the Centre for Dispute Resolution (CEDR) Model Mediation Procedure (“the Model Procedure”).

4.7 Taxes. All Charges are stated exclusive of any tax, surcharge, fee, duty, VAT or similar charge or liability (together “Taxes”), which shall be invoiced by Cybersupport and payable by the Customer at the then prevailing rate.

4.8 Fraudulent Use. The Customer will be responsible for all Charges incurred in respect of the Service even if such Charges were incurred through, or as a result of, fraudulent or unauthorised use of the Service. Cybersupport may, but is not obliged to, detect unauthorised or fraudulent use of any Service provided.

5.0 DELIVERY OF SERVICE

5.1 Delivery. Cybersupport shall use reasonable commercial endeavours to meet the Requested Delivery Date.

5.2 Customer Failure. Cybersupport shall be entitled to invoice for the Service from the originally anticipated delivery date for that Service if the reason that Cybersupport is unable to deliver is due to the Customer’s failure (or that of any of its end-users, servant, agents and representatives) to comply with the Agreement and/or to provide access, facilities or other information which Cybersupport reasonably requires in order to complete the delivery. Furthermore, and subject to Clause 10, the Customer shall be liable to Cybersupport for any reasonable additional costs incurred by Cybersupport as a result of such failure.

5.3 Modifications. Notwithstanding the acceptance of a Customer Order, Cybersupport reserves the right to change the terms, specifications and/or conditions of the Service upon not less than 30 days’ advance notice to the Customer, other than where such changes are being made as a consequence of governmental or regulatory action, in which case Cybersupport shall give as much notice as is practicable in the circumstances. If Cybersupport, in accordance with this clause 5.3, changes the Service in a manner materially adverse to the Customer, then the Customer may cancel the Service without penalty within 10 Business Days of the change being notified by providing written notice to Cybersupport. Such cancellation shall take effect 30 days from the date of the Customer’s notice of cancellation. If the Customer does not so notify Cybersupport during this period or uses or continues to use the Service, the change shall be deemed to have been accepted by the Customer.

5.4 Technician Charge. Cybersupport may raise a Technician Charge if (a) a Cybersupport technician is called out because of incidents/faults that are found upon examination not to be incidents/faults with the Service (including without limitation, faults or incidents due to power supply fluctuations or incidents on another network system or apparatus to which the Service is connected); (b) Cybersupport arrange an appointment for a technician to attend the Customer’s Site but the Customer fails to provide access to the Customer Site or cancels for any reason other than for Cybersupport’s breach and/or (c) the fault is not covered by Cybersupport’s warranty with the relevant third party manufacturer. Cybersupport will invoice the Customer for the technician charge at any time after the Technician Charge is incurred and the Customer will pay the Technician Charge in accordance with the payment terms set out in the Agreement.

6.0 SOFTWARE TERMS AND CONDITIONS

6.1 The Intellectual Property Rights in any software or related documentation developed for the purposes of this Agreement (other than such belonging to a third party) shall belong to Cybersupport and the Customer shall not use such software for any purpose save for the purposes of this Agreement without the express written authority of Cybersupport, such consent not to be unreasonably withheld ,and the party claiming proprietary rights further undertakes to indemnify the other party for, and hold harmless from, any and all costs, claims and expenses arising out of any action brought against or involving the other party in respect of the infringement by either party of such third party rights. Subject to the termination provisions of the Agreement, both parties reserve the right to terminate this Agreement (without prejudice to rights of parties) in the event of infringement of Intellectual Property Rights by the other. The copyright and all patent and other Intellectual Property Rights in or pertaining to any of the software, data processing and ancillary equipment, methods, procedures, programs or techniques used and supplied by Cybersupport in the provision of the services shall belong exclusively to either Cybersupport or its licensor.

7.0 CUSTOMER OBLIGATIONS

7.1 Use of Service. The Customer warrants that it shall conduct its operations and shall at all times use the Service in a manner that does not interrupt, impair or interfere with any operations or use by Cybersupport or any other Cybersupport customer. The Customer shall comply at all times with any reasonable operating procedures and/or interconnection requirements of Cybersupport as may be notified to the Customer from time to time.

7.2 Assistance and access. The Customer agrees to cooperate with and assist Cybersupport in carrying out Cybersupport’s obligations under the Agreement, including without limitation, providing Cybersupport and its agents access to the Customer Site to the extent reasonably requested for the installation, connection, inspection and scheduled or emergency maintenance or removal of anything in relation to the Service. The Customer shall obtain all permissions and consents from third parties necessary to allow Cybersupport such access. If the Customer fails to provide Cybersupport with such co-operation, assistance and/or access, then the Customer shall pay all Charges for such Service from and after the date Cybersupport is otherwise ready to deliver it. Cybersupport shall not be liable for any failure to provide the Service to the extent that such failure is due to Cybersupport being denied such co-operation, assistance and/or access.

7.3 Customer Site. The Customer shall provide and maintain, at its own expense, the level of power (including necessary fittings and installations), heating and air conditioning necessary to maintain the proper environment for the Equipment on the Customer Site. The Customer will comply with all laws and regulations regarding the working conditions on the Customer Site.

7.4 Content. The Customer warrants that it, and its end users, will not use the Service in any manner which: (a) violates any applicable law, rule or regulation or which is defamatory, constitutes a trade slander or malicious falsehood; (b) infringes or contains any content that infringes the rights of others, including without limitation, any copyright, patent, trade mark, trade secret, privacy or proprietary right; or (c) otherwise results in any liability of Cybersupport. The Customer acknowledges that Cybersupport: (a) does not monitor and will have no liability or responsibility for the content of any communications transmitted via the Service; and (b) does not provide any network security as part of the Service unless expressly specified in an Agreement.

8.0 CONFIDENTIAL INFORMATION

8.1 Disclosure and Use. The parties will keep in strict confidence all information (whether written, electronic or oral) of a confidential nature obtained (whether directly or indirectly) from the other party under this Agreement (“Confidential Information”). Each party agrees not to disclose the other party’s Confidential Information to any person (other than their employees who need to know the information for the purpose of the Agreement and who are under an equivalent duty of confidentiality) without the prior written consent of the other party. Each party shall: (a) use the other party’s Confidential Information only for the performance of its obligations under the Agreement; (b) treat all Confidential Information of the other party in the same manner as it treats its own, but in no case with less than reasonable care; and (c) not make copies of the other party’s Confidential Information other than once copy which may be retained for archival and/or back up purposes to meet regulatory requirements.

8.2 Cybersupport shall not, other than with the prior written consent of the Customer, during or after the termination/determination or expiry of this Agreement disclose directly or indirectly to any person, firm, company or third party and shall only use for the purposes of this Agreement any information relating to the Assignment the Customer its business trade secrets customers suppliers or any other information of whatever nature which the Customer or its customer or nominee may deem to be confidential and which Cybersupport has or shall hereafter become possessed of.

8.3 Cybersupport will assist the Customer to enable it to comply with its obligations under the Freedom of Information Act (FOIA) or other applicable legislation governing access to information. In particular it acknowledges that the Customer is entitled to any and all information relating to the performance of this Agreement or arising in the course of performing this Agreement. In the event that the Customer receives a request for information under the FOIA or any other applicable legislation governing access to information, and requires Cybersupport’s assistance in obtaining the information that is the subject of such request or otherwise, Cybersupport will respond to any such request for assistance from the Customer at its own cost and promptly and in any event within 5 working days of receiving the Customer’s request.

8.4 Exceptions. Clauses 8.1, 8.2 and 8.3 will not apply to information which: (a) is publicly available other than through a breach of the Agreement; (b) is lawfully in the possession of the recipient before disclosure by the other party and is not otherwise subject to a confidentiality undertaking; (c) is obtained through a third party who is free to disclose it; or (d) is required by law to be disclosed.

8.5 Publicity. Neither party may use the other party's trade marks, service marks or trade names (“Marks”) or otherwise refer to the other party without the prior written consent of the other party, which consent shall not be unreasonably withheld, in the case of marketing, promotional or advertising materials or activities. Each party’s Marks are proprietary to such party and nothing in the Agreement constitutes the grant of a general licence for their use. Upon termination of the Agreement or delivery of written notice by a party, all rights of the other party to use such party’s Marks shall expire.

8.6 Data Protection. Cybersupport undertakes to comply in all respects with the provisions of the Data Protection Act 1998 and shall indemnify the Customer against all actions, costs, expenses, claims, proceedings and demands which may be brought against the Customer for breach of statutory duty under the Data Protection Act 1998 which arises from the use, disclosure or transfer of personal data by Cybersupport its servants or agents.

8.7 Data Protection. In the course of the performance of the Service, the Customer may transfer Personal Data to Cybersupport for Cybersupport to Process on the Customer's behalf. The parties intend that the Customer will be the Data Controller and Cybersupport will be a Data Processor in relation to such Personal Data. The Customer will ensure that it is entitled to transfer such Personal Data to Cybersupport to allow Cybersupport lawfully to process the Personal Data in accordance with this Agreement. Cybersupport agrees that it shall only process such Personal Data received from the Customer as may be reasonably necessary for the purposes of the Agreement and as set out in Cybersupport privacy policy. Cybersupport further agrees to take appropriate technical and organisational measures, having regard to the state of technological development, the cost of implementing any measures and the nature of the Personal Data to be protected, to protect such Personal Data from unauthorised or unlawful processing and against accidental loss or destruction of, or damage to, such Personal Data. Capitalised terms used in this clause and not defined elsewhere in the Agreement shall have the meanings given in the Data Protection Act 1998 (as may be amended from time to time).

9.0 TERMINATION AND SUSPENSION

9.1 Termination by the Customer. The Customer may terminate the Agreement without liability on 30 days’ written notice to Cybersupport if: (a) Cybersupport commits a material breach of the Agreement and, in the case of a breach capable of remedy has not cured such breach or omission within 30 days after receipt of written notice from the Customer setting out the details of the breach and requiring its remedy; or (b) Cybersupport suffers or undergoes an Event of Insolvency.

9.2 Termination or Suspension by Cybersupport. Cybersupport may terminate the Agreement or, at Cybersupport’s discretion, cease or suspend the provision of Service upon written notice to the Customer if: (a) the Customer fails to pay any Charges when due and does not cure the failure within 5 days of a notice requiring payment; (b) if the Customer commits a breach of clause 7.1 and/or 7.4; (c) the Customer commits a breach of the Agreement and does not cure such breach within 30 days of written notice from Cybersupport; (d) the Customer makes a material misrepresentation in any submission to Cybersupport; (e) the Customer suffers or undergoes an Event of Insolvency; or (f) Cybersupport is obliged to comply with an order, instruction or request of a court, government agency, emergency service organisation or other administrative or regulatory authority.

9.3 Remediable Breach. For the purposes of this Clause 9, a breach shall be considered capable of remedy if the party in breach can comply with the provision in question in all respects other than as to the time of performance.

9.4 Cancellation. The Customer shall be entitled to cancel a Service prior to the conclusion of its Initial Term upon giving Cybersupport at least three months prior written notice (or other period as noted in the Customer Order) to Cybersupport. Notwithstanding Clause 13.4, any such notice shall only be deemed effective upon confirmation in writing of receipt of the same by Cybersupport. The Customer shall pay to Cybersupport all Charges for the Service provided up to and until the effective date of such cancellation.

9.5 Obligations upon Termination or Suspension. Termination or suspension of the Agreement shall not affect the accrued rights or liabilities of either party. If Cybersupport has suspended or terminated the Service or the Agreement then, if the Customer requests reactivation of the Service and Cybersupport agrees to do so, the Customer shall pay to Cybersupport such reconnection fee as the parties may agree.

9.6 Cease. Where the Customer seeks to terminate a Service and serves notice on Cybersupport (and notwithstanding any other provision in the Agreement), the effective date of termination shall be the date confirmed to the Customer by Cybersupport, once Cybersupport has established that the termination request is in accordance with the Agreement.

10.0 INDEMNIFICATION, EXCLUSIONS AND LIMITATIONS OF LIABILITY

10.1 Subject to the exclusions and limitations set out in this clause 10, each party (the “Indemnifying Party”) shall indemnify and hold harmless the other party from and against any claims, demands, actions, costs, liabilities or losses (including reasonable legal fees) arising out of the gross negligence or intentional misconduct by the Indemnifying Party, its employees or agents, in their performance of the Agreement.

10.2 Cybersupport shall have no liability to any of the Customer’s end users in relation to the Service.

10.3 Cybersupport Ltd is engaged for its ability and expertise in the subject matter of this Agreement upon which the Customer will rely. In the event that the Customer suffers any loss or damage arising from information of any nature negligently supplied by Cybersupport, Cybersupport shall be liable for such loss or damage in full.

10.4 Accordingly Cybersupport undertakes to take out and maintain professional indemnity insurance cover in a sum of not less than five hundred thousand pounds (£500,000) and public liability insurance cover in a sum of not less than five million pounds (£5,000,000) with a reputable insurance company approved by the Customer against such liability. Cybersupport shall exhibit to the Customer forthwith upon demand satisfactory evidence of such insurance, the premium receipt and insurance certificate.

10.5 Corruption. If Cybersupport shall have offered or given or agreed to give to any person any gift or consideration of any kind as an inducement or reward for doing or forbearing to do or for having done or forborne to do any action in relation to obtaining the execution of this Agreement or any other agreement with the Customer or for showing or forbearing to show favour or disfavour to any person in relation to this Agreement or any other agreement with the Customer or if the like acts shall have been done by any person employed by it or acting on its behalf (whether with or without the knowledge of Cybersupport) or if in relation to any agreement with the Customer Cybersupport or any person employed by it or acting on its behalf shall have committed any offence under the Prevention of Corruption Acts 1889 to 1916 or any amendments of them or shall have given any fee or reward the receipt of which is an offence under sub-section (3) of Section 117 of the Local Government Act 1972 or any re-enactment thereof then the Customer shall be entitled to cancel this Agreement and to recover from Cybersupport the amount of any loss resulting from such cancellation.

10.6 Human Rights. Cybersupport shall comply with the provisions of and shall adopt a purposive approach to the Agreement in accordance with the Human Rights Act 1998 (“the Act”) and will indemnify the Customer against all actions or demands which may be brought against the Customer for breach of statutory duty under the Act which arises from the breach of the Act by Cybersupport its servants or agents.

10.7 Crime and Disorder. Cybersupport shall comply on the Customer’s behalf with the provisions of Section 17 of the Crime and Disorder Act 1998 (“the Act”) and will indemnify the Customer against all actions, costs, expenses, proceedings and demands which may be brought against the Customer for breach of statutory duty under the Act which arises upon acts or omissions by Cybersupport its servants or agents

10.8 Equal Opportunities. In carrying out its obligations under the Agreement, Cybersupport shall comply with the requirements of the Race Relations Act 1976 and will comply with the Customer’s Equal Opportunities or an equivalent policy accepted by the Customer. Cybersupport shall ensure that it complies with the requirements placed on the Customer under the Race Relations (Amendment) Act 2000, The Employment Equality (Sexual Orientation) Regulations 2003, The Employment Equality (Religion or Belief) Regulations 2003 (“the Acts”) and will indemnify the Customer against all actions, costs, expenses, claims, proceedings and demands which may be brought against the Customer for breach of statutory duty under the Acts which arises from acts or omissions by Cybersupport its servants and agents under the Agreement.

11.0 WARRANTIES

11.1 Government Requirements and Compliance. Each party hereby represents and warrants to the other party that it has and will maintain in full force and effect, all approvals, consents, governmental authorisations, licences and permits as may be required to enter into and perform its obligations under the Agreement. The Customer and Cybersupport each agree to cooperate with and support the other in complying with any requirements applicable to their respective rights and obligations hereunder imposed by any governmental or regulatory agency or authority. Each party agrees to comply with all applicable laws, rules and regulations relating to the execution and performance of the Agreement.

11.2 Cybersupport will exercise all reasonable skill and care in carrying out its obligations under the Agreement. Except as specifically provided in the Agreement: (a) the Service is provided on a “best endeavours” and “as available” basis; (b) Cybersupport expressly disclaims any representation or warranty that the Service will be error free, secure or uninterrupted; and (c) no advice or information given by Cybersupport or contractors shall create a warranty.

12.0 FORCE MAJEURE

12.1 Except with respect to payment obligations, neither party shall be liable for any delay or failure to perform its obligations under the Agreement due to causes beyond its reasonable control, including, but not limited to, acts of God or nature, insurrection or civil disorder, war, laws or restrictions imposed by any governmental or judicial authority, acts or omissions of third parties, power outages or interruptions of other utility service, shortages of parts or materials, magnetic interference, or unavailability of telecommunications service or facilities (a “Force Majeure Event”).

12.2 If a Force Majeure Event continues for more than 3 months, either party may serve 10 Business Days’ notice on the other terminating this Agreement.

13.0 MISCELLANEOUS

13.1 Equipment. The Customer shall not, and shall not permit others to, move, rearrange, disconnect, remove, repair, or otherwise tamper with any Equipment, without the prior written consent of Cybersupport. The Equipment shall not be used for any purpose other than that for which Cybersupport provides it. If the Equipment `was manufactured by a third party, then any manufacturer warranties with respect to the Equipment will to the extent reasonably possible be passed on to the Customer by Cybersupport and any rights or remedies the Customer may have regarding the performance or compliance of the Equipment are limited to those rights provided by the manufacturer of the Equipment. Cybersupport shall not be responsible for any changes to the Service that cause the Equipment to become obsolete or require modification or alteration; and (i) the Customer agrees to permit Cybersupport to remove the Equipment from any Customer Site after termination or expiration of the Agreement or the Service provided hereunder in relation to which the Equipment was provided. The Customer shall be solely responsible for the installation, operation, maintenance, use and compatibility (including any interface) of any Equipment not provided by Cybersupport and Cybersupport shall have no responsibility or liability in connection therewith.

13.2 Assignment. The Customer may not assign or otherwise transfer (including, without limitation, a transfer due to a change in control of the Customer) any of its rights under the Agreement without the prior written consent of Cybersupport, which shall not be unreasonably withheld. No permitted assignment or transfer shall relieve the Customer of its obligations hereunder.

13.3 Cybersupport Ltd shall not transfer or assign the whole or any part of this Agreement. None of the services described in this Agreement shall be sub-contracted without the prior, express, written consent of the Customer and in the event of such consent being granted such sub-contractors shall be deemed to be employed by Cybersupport.

13.4 Notices. Any notices and other communications (together “Notices”) required to be given under this Agreement shall be in writing and shall, save as otherwise expressly provided in the Agreement, be delivered by facsimile, by first class registered or recorded delivery post correctly addressed to the relevant party's address as specified below, or at such other address as either party may notify the other from time to time in accordance with this clause 13.4. Notices to Cybersupport shall be sent as follows: Cybersupport Ltd 461 Bath Road Slough SL1 6AA Facsimile 0872 115 4763 and notices to the Customer shall be sent to the Customer’s address set out in the Customer Order. Any notice pursuant to this Clause 13.4 shall be deemed to have been served: (i) if sent by facsimile, within one hour of transmission during Business Hours at its destination or within 24 hours if not within Business Hours (but in the case of facsimile, subject to receipt by the sender of a successful transmission report); and (ii) if sent by post within 48 hours of posting (exclusive of the hours of Sunday), subject to receipt by the sender of proof of posting.

13.5 Law. The Agreement shall be governed by the laws of England and Wales. The parties hereby irrevocably submit to the non-exclusive jurisdiction of the courts of England and Wales.

13.6 Entire Understanding. The Agreement sets forth the entire understanding of the parties and supersedes any and all prior agreements, arrangements or understandings relating to the subject matter of the Agreement. The parties acknowledge that: (a) they have not entered into the Agreement in reliance of any representations, terms or other assurances not expressly set out in the Agreement; (b) their sole remedies in relation to the Agreement are those for breach of contract; and (c) that this clause 13.6 does not apply in respect of any fraudulent representations or other assurances.

13.7 Modifications. Except as provided by clause 5.3, the Agreement may only be amended or modified by a written document signed by both parties.

13.8 Precedence. In the event of any conflict or inconsistency between the Agreement and the Customer Order, then the order of precedence shall be: (a) any terms and conditions on the Customer Order; (b) the Agreement.

13.9 Severability. If any term, condition, clause or provision of the Agreement is held to be illegal or unenforceable, the validity or enforceability of the remainder of the Agreement shall not be affected thereby.

13.10 Waiver. Failure by either party to enforce any of its rights under the Agreement will not act as a waiver of that right unless the waiving party acknowledges the waiver in writing. No single waiver shall be deemed a continuous waiver.

THE CUSTOMER ACKNOWLEDGES AND AGREES THAT ONCE A CUSTOMER ORDER HAS BEEN ACCEPTED BY CYBERSUPPORT, A LEGALLY BINDING CONTRACT IS FORMED FOR THE SERVICES SPECIFIED THEREIN.