Terms & Conditions - Services

These are Ebuyer.com’s General Terms and Conditions of business (Conditions) and should be read in conjunction with the Order Form, the Managed Services Pack and the applicable Service Schedule for the Service required.

1. DEFINITIONS AND INTERPRETATION
• 1.1

  In these Conditions, the following expressions will have the following meanings:

  • Acceptable Use Policy - the acceptable and fair use policies of Ebuyer.com and any Third Party Services Providers as amended from time to time
  • Agreement - the agreement between Ebuyer.com and the Customer for the provision of Services and / or Products comprising of these Conditions, the Product Conditions, the terms of the Order Form, the Managed Services Pack and the Service Schedule
  • Approved Demonstration- has the meaning given in condition 3.2
  • Business Day - a day which is not a Saturday or Sunday or Public or Bank Holiday
  • Business Hours - 9am to 5pm on each Business Day
  • Confidential Information - all information inrespect of the business of a party including any ideas; business methods; finance; prices, business, financial, marketing, development or manpower plans; customer lists or details; computer systems and software; products or services, including knowhow or other matters connected with the products or services manufactured, marketed, provided or obtained by a party, and information concerning a party’s relationships with actual or potential clients, customers or suppliers and any other information which, if disclosed, will be liable to cause harm to that party
  • Contract Year - the period of 12 months from the Effective Date and each successive period of 12 months during the continuance in force of the Agreement or, in respect of the final Contract Year under the Agreement, the period from the end of the penultimate Contract Year to the date of termination of the Agreement, if shorter
  • Customer - the customer purchasing Products and/ or Services from Ebuyer.com as identified on the Order Form
  • Customer IPR- any IPR which is provided to Ebuyer.com by the Customer for incorporation into the Deliverables
  • Customer Personnel - all employees, consultants and other personnel of the Customer and all agents, contractors and other users of the Services
  • Deliverables- the Products, the Services or both as the case may be
  • Demonstration- has the meaning given in condition 3.2
  • Ebuyer.com - Ebuyer.com Ltd, a company registered in England and Wales with company number 04759927, whose registered address is at Ferry Road, Howden, DN14 7UW
  • Ebuyer.com Equipment - any hardware, software, cabling and/or other products or equipment provided by Ebuyer.com to the Customer in connection with the provision of the Services or otherwise used by Ebuyer.com to provide the Services
  • Effective Date - the date on which the Order Form is accepted by Ebuyer.com in accordance with condition 2.2 (unless some other date is agreed by the parties in writing)
  • Fees - the charges due to Ebuyer.com as set out in the Order Form or Service Schedule, as may be amended from time to time pursuant to these Conditions or the Service Schedule
  • Initial Term - the initial term of the Agreement as set out in the Order Form
  • IPR - any copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in confidential information, rights to sue for passing off, domain names and all similar rights whether registered or unregistered
  • Losses- all damages, liabilities, demands, costs, expenses, claims, actions and proceedings (including all consequential, direct, indirect, special or incidental loss or punitive damages or loss, legal and other professional fees, cost and expenses, fines, penalties, interest and loss of profit or any other form of economic loss (including loss of reputation))
  • Managed Services Pack- the pack of documents setting out the scope of the Services
  • Order Form - the order form signed by the Customer detailing the Services and/or Products to be supplied by Ebuyer.com
  • Products - any hardware, software, cabling and/or other products or equipment sold or licensed by Ebuyer.com to the Customer as identified in the Order Form, as may be amended from time to time pursuant to condition 3.5
  • Product Conditions - Ebuyer.com’s terms and conditions for the supply of Products as updated from time to time, a copy of which can be found at http://www.ebuyer.com/terms/business
  • Services - the service provided by Ebuyer.com as identified in the Order Form, as may be amended from time to time pursuant to condition 3.5 or the Service Schedule
  • Service Schedule - any service schedule applicable to the particular Deliverables, as identified in the Order Form
  • Service Levels - any service levels applicable to the Services as set out in the Service Schedule
  • Third Party Services - any part of the Services which Ebuyer.com procures from a third party, and any third party hosting services, telecommunications services and/or equipment which Ebuyer.com uses in order to provide the Services
  • Third Party Services Provider - the provider of any Third Party Services
• 1.2

  If there is a conflict between these Conditions, the Order Form, the Product Conditions and the Service Schedule, the conflict will be resolved according to the following order of priority:

  • 1.2.1

    The Order Form,

  • 1.2.2

    The Managed Services Pack,

  • 1.2.3

    These Conditions,

  • 1.2.4

    The Product Conditions; and,

  • 1.2.5

    The Service Schedule.

• 1.3

  The headings to these Conditions and in the Order Form and Service Schedule are foconvenience only and will not affect theirconstruction or interpretation.

• 1.4

  Any phrase in the Agreement introduced by the term include, including, in particular or any similar expression will be construed as illustrating and will not limit the sense of the words proceeding

2. FORMATION
• 2.1

  These Conditions, together with the other terms set out in the Agreement, will apply to all contracts and agreements between the parties to the exclusion of all other terms and conditions and all previous oral or written representations, including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order or similar document, whether or not such document is referred to in the Order Form.

• 2.2

  Each order or acceptance of a quotation for Services or Products will be deemed to be an offer by the Customer to purchase Services or Products in accordance with the Conditions. The Agreement is formed when the order is accepted by Ebuyer.com, by way of email confirmation or any other written acknowledgement. No contract will come into existence until such written acknowledgement of the order is issued by Ebuyer.com. All orders must be on an Order Form.

• 2.3

  Any quotation provided by Ebuyer.com is valid for a period of 7 days only from its date, provided that Ebuyer.com has not previously withdrawn it.

• 2.4

  Once an Agreement has been formed in accordance with condition 2.2, the Customer may not cancel the order. Products may not be returned by the Customer following delivery unless they fail to comply with their specification due to defects in material or workmanship, and then only in accordance with the provisions of condition 7.

• 2.5

  Ebuyer.com will be entitled to make changes to these Conditions at any time and the Customer will be subject to any such amended Conditions from the date that such changes are made. The most recent version of these Conditions from time to time will be found at www.ebuyer.com and the Customer shall check periodically for changes. Posting changes to these conditions at www.ebuyer.com.co.uk shall be deemed to be sufficient notice to the Customer of such changes.

3. EBUYER.COM RIGHTS AND OBLIGATIONS
• 3.1

  The Deliverables to be provided to the Customer are as described or referred to on the Order Form and the Service Schedule.

• 3.2

  Unless otherwise agreed in writing by the parties, Ebuyer.com shall produce a demonstration of the Deliverables for the Customer (Demonstration) in the timeframe set out on the Order Form and the Service Schedule. The Customer shall then have a reasonable opportunity to inspect the Demonstration and suggest any changes. Ebuyer.com shall be entitled to amend the Fees following any changes required following the Demonstration. When the parties are satisfied with the Demonstration, the Customer shall provide Ebuyer.com with written confirmation of its approval of the Demonstration. Ebuyer shall then proceed to deliver the Deliverables in accordance with the approved Demonstration (Approved Demonstration).

• 3.3

  Time for performance or delivery is not of the essence and any timescales for performance or delivery given by Ebuyer.com are estimates only. Ebuyer.com will use its reasonable endeavours to provide the Demonstration and Deliverables in accordance with any timescale set out on the Order Form or Service Schedule, but will not be liable to the Customer where it fails to meet any timescale.

• 3.4

  Ebuyer.com will not be liable for any failure to provide the Deliverables resulting from any delay or breach by the Customer of any of its obligations under the Agreement.

• 3.5

  Ebuyer.com will not be obliged to provide any Services or Products not referred to on the Order Form.

• 3.6

  Ebuyer.com shall use its reasonable endeavours to provide the Services in accordance with the Service Levels. However, the Customer acknowledges that, given the nature of the Services, Ebuyer.com cannot guarantee that the Services will be uninterrupted or error free.

• 3.7

  Where service credits are provided for in the Service Schedule these shall be the sole and exclusive remedy of the Customer for any failure to meet the applicable Service Levels. Ebuyer.com shall have no additional liability to the Customer in respect thereof.

• 3.8

  Risk of damage to or loss of the Products will pass to the Customer on delivery.

• 3.9

  Title to the Products will not pass to the Customer until Ebuyer.com has received in full (in cash or cleared funds) all sums due to it in respect of:

  • 3.9.1

    the Products; and

  • 3.9.2

    All other sums which are or which become due to Ebuyer.com from the Customer on any account.

• 3.10

  Until title to the Products has passed to the Customer, the Customer will:

  • 3.10.1

    hold the Products as bailee for Ebuyer.com;

  • 3.10.2

    store the Products separately from all other material in the Customer's possession;

  • 3.10.3

    take all reasonable care of the Products and keep them in reasonable condition;

  • 3.10.4

    insure the Products: (i) with a reputable insurer, (ii) from the date of delivery, (iii) against all risks, (iv) for an amount at least equal to the price of the Products; and (v) noting Ebuyer.com's interest on the policy;

  • 3.10.5

    ensure that the Products are clearly identifiable as belonging to Ebuyer.com;

  • 3.10.6

    not remove or alter any mark on the Products;

  • 3.10.7

    inform Ebuyer.com as soon as possible if it becomes subject to any of the events set out in condition 10.3; and

  • 3.10.8

    provide Ebuyer.com such information concerning the Products as Ebuyer.com may request from time to time.

• 3.11

  The Customer’s right to possession of the Products will terminate immediately if any of the circumstances set out in condition 10.3 occur.

• 3.12

  If, at any time before title to the Products has passed to the Customer, the Customer informs Ebuyer.com or Ebuyer.com reasonably believes, that the Customer has or is likely to become subject to any of the events specified in condition 10.3 and the Products remain in the possession or control of the Customer, Ebuyer.com may (without limiting any of its other rights and remedies):

  • 3.12.1

    require the Customer to redeliver the Products to Ebuyer.com (at the Customer's cost); and

  • 3.12.2

    if the Customer fails to do so promptly, enter any premises where the Products are stored and repossess them

• 3.13

  On termination of the Agreement, for whatever reason, Ebuyer.com’s rights contained in conditions 3.9 to 3.12 will remain in effect.

4. CUSTOMER OBLIGATIONS
• 4.1

  The Customer will provide Ebuyer.com with all information, instructions and assistance that Ebuyer.com may reasonably require in order to carry out its obligations under the Agreement. The Customer shall co-operate fully and in good faith with Ebuyer.com and any applicable Third Party Services Provider. The Customer shall provide all reasonably necessary physical access to Customer premises and other sites at all reasonable times as required (including access for the purposes of installation, inspection, maintenance, replacement, upgrade, or removal of the Products, Ebuyer.com Equipment and any other equipment associated with the Services), facilities at such premises and sites, assistance with testing and other assistance to Ebuyer.com that Ebuyer.com shall reasonably require to perform its obligations under the Agreement, and the Customer shall comply with any reasonable operating instructions issued by Ebuyer.com from time to time.

• 4.2

  If Ebuyer.com is provided with any incorrect information or instructions in connection with the Services, then the Customer shall pay any reasonable additional and wasted costs and expenses incurred or suffered by Ebuyer.com as a result in setting-up and/or providing any Services.

• 4.3

  Where Ebuyer.com or any Third Party Services Provider are working on Customer premises, the Customer shall ensure a safe working environment in compliance with all applicable health and safety laws.

• 4.4

  Ebuyer.com reserves the right to refuse access to its servers to anyone.

• 4.5

  All Services are subject to the Acceptable Use Policy. The Customer shall, at all times in connection with its use of the Services, comply with the Acceptable Use Policy. Ebuyer.com shall publicise the Acceptable Use Policy on its website (the current url being www.ebuyer.com.co.uk) and it shall be the responsibility of the Customer to ensure that it checks the same periodically and that it is aware of the current policies. The Customer shall ensure that the Acceptable Use Policy is communicated to Customer Personnel in a timely manner.

• 4.6

  Without prejudice to condition 4.5, the Customer shall not use the Products, the Services or any Ebuyer.com Equipment:

  • 4.6.1

    to provide, store, host, link to or connect to illegal content, content designed to offend or cause needless anxiety to others, any material which is abusive, indecent, defamatory, obscene, threatening, menacing or likely to cause harassment or which is in breach of any copyright, confidence, privacy or any other rights or scanning software;

  • 4.6.2

    to distribute illegal, copyright infringing, indecent or offensive material;

  • 4.6.3

    to send or procure the sending of any unsolicited e-mail; or

  • 4.6.4

    in an unlawful manner or for any illegal purpose.

• 4.7

  Whether or not express reference is made to Customer Personnel in the relevant provision, the Customer will procure that all Customer Personnel comply with all the duties, obligations and restrictions imposed on the Customer by the Agreement, to the extent such duties, obligations and restrictions are applicable to the Customer Personnel. Any act or omission of any Customer Personnel which, if it had been committed or omitted by the Customer, would have been a breach of the Agreement by the Customer will be deemed to be a breach of the Agreement by the Customer who will be liable to Ebuyer.com accordingly.

• 4.8

  Where the Products include any software, the same is provided on a licensed basis in accordance with the applicable licence terms and conditions. The Customer agrees that it will comply with all applicable licence terms.

• 4.9

  The Customer agrees to indemnify and keep indemnified Ebuyer.com (and hold Ebuyer.com harmless) from any Losses arising as a result of the Customer’s breach of its duties under condition 4.8.

• 4.10

  If the Customer requests that Ebuyer.com incorporates any Customer IPR into the Deliverables, then the Customer shall indemnify and keep indemnified Ebuyer.com (and hold Ebuyer.com harmless) from any Losses arising as a result of or in connection with any action, demand or claim that the use of the Deliverables infringes the Intellectual Property Rights of any third party.

5. SUSPENSION
• 5.1

  Without prejudice to any other right or remedy that it may have in such circumstances, Ebuyer.com reserves the right to suspend provision of any part of the Services where:

  • 5.1.1

    the Customer’s use of any of the Services is found to be monopolizing the resources available (this policy is only implemented in extreme circumstances and is intended to prevent misuse of the Services); or

  • 5.1.2

    the Customer is in breach of the Acceptable Use Policy, conditions 4.6, 4.8 or 4.10 or otherwise in material breach of the Agreement and fails to rectify such breach within seven days of a written request from Ebuyer.com requiring the same to be rectified; or

  • 5.1.3

    suspension is required for maintenance, repair or upgrade of any Ebuyer.com systems and/or the Services (Ebuyer.com shall use reasonable endeavours to give as much advance notice to the Customer as is reasonably practicable in the circumstances); or

  • 5.1.4

    dealing with any actual or suspected security breach, virus, or attack or any misuse by any person of any Ebuyer.com systems and/or the Services; or

  • 5.1.5

    necessary because of an emergency; or

  • 5.1.6

    required by any regulatory, governmental or other competent authority; or

  • 5.1.7

    the Services depend on any Third Party Services and that Third Party Service is suspended by the relevant Third Party Services Provider; or

  • 5.1.8

    the Customer fails to pay any Fees in accordance with the provisions of the Agreement and fails to rectify such failure within seven days of a written request from Ebuyer.com requiring the same to be rectified.

• 5.2

  Ebuyer.com may from time to time close down the whole or part of the network for routine repair or maintenance work. Ebuyer.com shall give as much notice as in the circumstances is reasonable and shall endeavour to carry out such works during the scheduled maintenance periods as published by Ebuyer.com as appropriate.

• 5.3

  The Customer's internal network configuration and any equipment that it uses with the Services that is not a Product or Ebuyer.com Equipment remains the responsibility of the Customer. Any interruptions to the Services that occur as a result of an internal configuration or equipment issue may not be deemed as an interruption or suspension of the formal provision of the Services and Ebuyer.com shall have no liability in this respect.

• 5.4

  Where provision of any part of the Services is suspended by Ebuyer.com pursuant to condition 5.1.1, 5.1.2 or 5.1.8, Ebuyer.com shall be entitled to charge the Customer its standard reconnection fee from time to time applicable which the Customer shall pay to Ebuyer.com prior to Ebuyer.com recommencing provision of such part of the Services.

6. PAYMENT
• 6.1

  Unless otherwise agreed by the parties in writing, Ebuyer.com shall require the payment of such Fees as it shall specify in the Order Form upfront prior to the commencement of the provision of the Services or any Products or before any order is progressed.

• 6.2

  All other Fees (unless indicated otherwise in the Service Schedule or Order Form) shall be payable by the Customer following provision of the relevant Services or delivery of the Products, or, where provision of the relevant Services continues for more than one month, monthly in arrears.

• 6.3

  Additional Fees will become payable if the Customer exceeds agreed or stipulated bandwidth or other use levels or restrictions set out in the Service Schedule or Order Form.

• 6.4

  Any total sum for the Fees set out in an Order Form is (unless stated in the Order Form to be a fixed and firm amount) an estimate of the Fees only and not a fixed price quotation.

• 6.5

  Ebuyer.com shall be entitled to increase the Fees at any time, but no such increase may take effect earlier than the end of the Initial Term except where the costs incurred by Ebuyer.com in the provision of the relevant Services or Products increase through factors that are outside of Ebuyer.com’s control, including electricity and bandwidth charges and charges levied by Third Party Services Providers. Ebuyer.com shall give the Customer 30 days’ notice of such increases.

• 6.6

  Any sums payable by the Customer to Ebuyer.com under the Agreement are exclusive of value added tax or any similar taxes, levies or duties, which will be added to such sums and be payable by the Customer at the appropriate rate.

• 6.7

  The Customer agrees to pay Ebuyer.com invoices within 30 days of invoice due date. If invoices are not settled in full by then, the Customer will without prejudice to its other rights and remedies be liable to pay interest on any sum outstanding from the due date for payment at the annual rate of 4% above the base rate from time to time of Bank of England, accruing on a daily basis until payment is made, whether before or after any judgment. Ebuyer.com reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

• 6.8

  Ebuyer.com may make a search in relation to the Customer with a credit reference agency (and make other credit enquiries from time to time), keep a record of that search and enquiries, and share that information with third parties. Ebuyer.com may also make enquiries about the principle directors/proprietors of the Customer with a credit reference agency.

• 6.9

  All Fees shall be paid by such method as determined by Ebuyer.com from time to time (which may include payment via direct debit, PayPal, via the Customer's trade account, BACS, cheque or credit card) to such account as Ebuyer.com may specify from time to time. Where the Customer authorises payment of any of the Fees by credit card then Ebuyer.com may deduct other amounts becoming payable to it under the Agreement under that credit card without obtaining additional authorisation from the Customer

• 6.10

  All payment shall be made in UK sterling.

• 6.11

  All payments to be made by the Customer will be made in full without any set-off, restriction or condition and without any deduction or withholding for or on account of any counterclaim or any present or future taxes, levies, duties, charges, fees, deductions or withholdings of any nature, unless the Customer is required by law to make any such deduction or withholding.

• 6.12

  Ebuyer.com shall have a lien over and be entitled to retain any equipment and property of the Customer in Ebuyer.com’s possession pending satisfaction in full of the Customer’s payment obligations under the Agreement, including following any termination of the Agreement. This shall include the right to sell the same and set off the proceeds of sale against any sums owing.

7. WARRANTY
• 7.1

  Ebuyer.com warrants that, for a period of 6 months from delivery (the Warranty Period), the Deliverables shall:

  • 7.1.1

    conform in all material respects to the approved Demonstration;

  • 7.1.2

    be free from material defects in design, material and workmanship;

  • 7.1.3

    if Products, comply with the warranties set out in condition 5 of the Product Conditions; and

  • 7.1.4

    if Services, be supplied with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982, Part II, s 13.

• 7.2

  Ebuyer.com shall, at its option, correct, repair, remedy, re-perform or refund the Deliverables that do not comply with condition 7.1, provided that the Customer:

  • 7.2.1

    serves a written notice on Ebuyer.com not later than 72 hours from delivery or performance in the case of defects discoverable by a physical inspection, or within a reasonable period of time from delivery or performance in the case of latent defects;

  • 7.2.2

    such notice specifies that some or all of the Deliverables do not comply with condition 7.1 and identifying in sufficient detail the nature and extent of the defects; and

  • 7.2.3

    gives Ebuyer.com a reasonable opportunity to examine the claim of the defective Deliverables.

• 7.3

  The provisions of conditions 5.4, 5.6, 5.8 and 5.13 of the Product Conditions shall apply to any claim by the Customer that any Products are defective.

• 7.4

  The provisions of these Conditions shall apply to any Deliverables that are corrected, repaired, remedied or re-performed with effect from delivery or performance of those Deliverables.

• 7.5

  Except as set out in this condition 7:

  • 7.5.1

    Ebuyer.com gives no warranty and makes no representations in relation to the Deliverables; and

  • 7.5.2

    shall have no liability for their failure to comply with the warranty in condition 7.1, and all warranties and conditions (including the conditions implied by ss 12–16 of the Supply of Goods and Services Act 1982 and ss 13-15 of the Sale of Goods Act 1979), whether express or implied by statute, common law or otherwise are excluded to the extent permitted.

8. LIABILITY
• 8.1

  The extent of Ebuyer.com’s liability under or in connection with the Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this condition 8.

• 8.2

  Subject to conditions 8.5 and 8.6, unless otherwise stated in the Managed Services Pack, Ebuyer.com’s total liability shall not exceed [the Fees payable in the Contract Year during which an event or series of connected event occurs.

• 8.3

  Subject to conditions 8.5 and 8.6, Ebuyer.com shall not be liable for consequential, indirect or special losses.

• 8.4

  Subject to conditions 8.5 and 8.6, Ebuyer.com shall not be liable for any of the following (whether direct or indirect):

  • 8.4.1

    loss of income or revenue;

  • 8.4.2

    loss of business;

  • 8.4.3

    loss of profits or contracts;

  • 8.4.4

    loss of anticipated savings; or

  • 8.4.5

    loss of data.

• 8.5

  The limitations of liability set out in conditions 8.2 to 8.4 shall not apply in respect of any indemnities given under the Agreement.

• 8.6

  Notwithstanding any other provision of the Agreement, the liability of the parties shall not be limited in any way in respect of the following:

  • 8.6.1

    death or personal injury caused by negligence;

  • 8.6.2

    fraud or fraudulent misrepresentation; or

  • 8.6.3

    any other losses which cannot be excluded or limited by applicable law.

9. FORCE MAJEURE
• 9.1

  A party shall not be liable if delayed in or prevented from performing its obligations due to Force Majeure, provided that it:

  • 9.1.1

    promptly notifies the other of the Force Majeure event and its expected duration; and

  • 9.1.2

    uses best endeavours to minimise the effects of that event.

• 9.2

  If, due to Force Majeure, a party:

  • 9.2.1

    is or shall be unable to perform a material obligation; or

  • 9.2.2

    is delayed in or prevented from performing its obligations for a total of more than 30 days the other party may, within 30 days, terminate the Contract on immediate notice the parties shall, within 30 days, renegotiate the Agreement to achieve, as nearly as possible, the original commercial intent.

10. TERM AND TERMINATION
• 10.1

  The Agreement shall commence on the Effective Date and shall continue in force for the Initial Term and thereafter shall continue in force unless or until terminated by one party in accordance with this condition 10.

• 10.2

  Unless stated otherwise in the relevant Service Schedule, at the end of the Initial Term the Agreement will renew automatically for an additional Contract Year unless either party gives to the other not less than 90 days’ notice in writing before the end of the Initial Term.

• 10.3

  Ebuyer.com may by written notice served on the Customer terminate the Agreement immediately if the Customer:

  • 10.3.1

    either is in material breach of any of the terms of the Agreement and such breach is incapable of remedy or, where the breach is capable of remedy, fails to remedy such breach within 14 days after service of a written notice from Ebuyer.com specifying the breach and requiring it to be remedied;

  • 10.3.2

    is unable to pay its debts within the meaning of section 123 Insolvency Act 1986, makes a proposal for a voluntary arrangement or convenes a meeting of its creditors to consider such a proposal, becomes subject to any voluntary arrangement, has a receiver, manager, or administrative receiver appointed over any of its assets, undertaking or income, passes a resolution for its winding-up, is subject to a petition presented to any court for its winding-up, has a provisional liquidator appointed, has a proposal made for a compromise or arrangement under Part 26 Companies Act 2006, has an administrator appointed in respect of it or is the subject of an application for administration filed at any court or a notice of appointment of an administrator filed at any court or a notice of intention to appoint an administrator filed at any court by any person or is the subject of a notice to strike off the register at Companies House;

  • 10.3.3

    has any distraint, execution or other process levied or enforced on any of its property; or

  • 10.3.4

    ceases to trade.

• 10.4

  The termination of the Agreement howsoever arising is without prejudice to the rights, duties and liabilities of either party accrued prior to termination. The clauses in the Agreement which expressly or impliedly have effect after termination will continue to be enforceable notwithstanding termination.

• 10.5

  Subject to the provisions of condition 6.12, on termination of this Agreement howsoever arising each party will return to the other any property of the other in its possession or control.

• 10.6

  Without prejudice to any other of its rights and remedies:

  • 10.6.1

    Ebuyer.com will be entitled to remove the Customer's data from its systems and any Ebuyer.com Equipment and/or put the Ebuyer.com Equipment to any use other than the Customer's following termination of the Agreement. Ebuyer.com is not required to back up such data or return the same to the Customer prior to any such removal; and

  • 10.6.2

    in the event of any termination by Ebuyer.com pursuant to condition 10.6.3, or by the Customer pursuant to any provision of these conditions, the Customer shall be liable to pay or reimburse Ebuyer.com for any cancellation charges that may be due to any Third Party Services Provider or otherwise due as a consequence of such termination.

11. DATA AND CONFIDENTIAL INFORMATION
• 11.1

  Ebuyer.com reserves the right to hold the names and other information provided by and relating to Customers in a computerised database. This data will be used to enable the provision and maintenance of Services, and may in certain circumstances be supplied Ebuyer.com to Third Party Service Providers and any other suppliers to Ebuyer.com to enable the provision or maintenance of the Services.

• 11.2

  Ebuyer.com will store, handle and process such data such data in accordance with its privacy policy (as amended from time to time) which can be viewed here https://www.ebuyer.com/privacy-and-cookies.

• 11.3

  Each party will keep confidential:

  • 11.3.1

    the terms of the Agreement; and

  • 11.3.2

    any and all Confidential Information that it may acquire in relation to the other party.

• 11.4

  Neither party will use the other party’s Confidential Information for any purpose other than to perform its obligations under the Agreement. Each party will ensure that its officers and employees comply with the provisions of conditions 11.3 and 11.4.

• 11.5

  The obligations on a party set out in conditions 11.3 and 11.4 will not apply to any Confidential Information which:

  • 11.5.1

    either of the parties can demonstrate is in the public domain (other than as a result of a breach of condition 11.3 or 11.4); or

  • 11.5.2

    a party is required to disclose by order of a court of competent jurisdiction but then only to the extent of such required disclosure.

• 11.6

  The provisions of conditions 11.3 and 11.4 will survive any termination of the Agreement for a period of 5 years from termination.

12. MISCELLANEOUS
• 12.1

  Each right or remedy of Ebuyer.com under any Agreement is without prejudice to any other right or remedy of Ebuyer.com under the Agreement.

• 12.2

  If any condition or part of the Agreement is found by any court, tribunal, administrative body or authority of competent jurisdiction to be illegal, invalid or unenforceable then that provision will, to the extent required, be severed from the Agreement and will be ineffective without, as far as is possible, modifying any other provision or part of the Agreement and this will not affect any other provisions of the Agreement which will remain in full force and effect.

• 12.3

  No failure or delay byEbuyer.com to exercise any right, power or remedy will operate as a waiver of it nor will any partial exercise preclude any further exercise of the same, or of some other right, power or remedy.

• 12.4

  Ebuyer.com may assign, delegate, license, hold on trust or sub-contract all or any part of its rights or obligations under the Agreement.

• 12.5

  The Contract is personal to the Customer who may not assign, delegate, license, hold on trust or sub-contract all or any of its rights or obligations under the Agreement without Ebuyer.com’s prior written consent.

• 12.6

  The parties to the Contract do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.

• 12.7

  The Agreement contains all the terms which Ebuyer.com and the Customer have agreed in relation to the Services and Products and supersedes any prior written or oral agreements, representations or understandings between the parties relating thereto. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Ebuyer.com which is not set out in the Agreement. Nothing in this condition 12.7 will exclude any liability which one party would otherwise have to the other party in respect of any statements made fraudulently.

13. APPLICABLE LAW AND JURISDICTION

The construction, performance and validity of the Agreement will be governed by English law and the English courts have jurisdiction to settle any Disputes which may arise out of or in connection with it.