TERMS & CONDITIONS FOR: (1) SUPPLY AND/OR INSTALLATION OF EQUIPMENT, NETWORK SERVICES AND (2) SUPPORT, AND FOR THE PROVISION OF ANY SERVICES RELATED THERETO

1. Definitions and Interpretation
   Agreement means the Contract, which together with these Terms and Conditions constitute the entire agreement between Holler and the Customer for supply and/or installation of Equipment, Products and Services and Network Services, its/their support and for the provision of maintenance services (as applicable).
   Associated Company: means any company which is a holding company of the relevant entity or a subsidiary of such holding company, where holding company and subsidiary have the meanings set out in Section 1159 of the Companies Act 2006.
   BT: means British Telecommunications plc and its Associated Companies.
   Charges: means any or all of the charges and fees payable by the Customer for the Products and Services, Equipment, Hardware, and Third-Party Software, Rental, as specified in the Contract (excluding any installation charges), and, pursuant to these Terms and Conditions, as applicable.
   Confidential Information: means any information, whether communicated orally or in documentary or other form, which relates to the business of Holler including, without limitation, any information relating to products, customers, pricing, policies, methods, business plans and strategies, software, licences, technical processes, accounts and financial affairs (in all cases whether expressly stated to be confidential or not).
   Contract means an agreement for the supply and/or installation of Equipment, Products and Services, Network Services and support and for the provision of any services related thereto, entered into between Holler and Customer following agreeing the Quotation.
   Connection Charge: means the non-refundable charge payable by the Customer for installation and connection to the System as specified in the Order or otherwise notified by Holler.
   Connection Point: means the Router or Switch supplied by Holler Technology which is then connected to the customer equipment.
   Customer means Holler’s immediate customer (whose details are specified in the Contract), who may in turn contract with an end user customer.
   Customer Network means all the PCs and servers specified in the Contract that together form Customer’s corporate domain, including any personal computers and printers.
   Data Protection Legislation means all applicable data protection and privacy legislation in force from time to time in the UK, including the General Data Protection Regulation (EU) 2016/679 (“GDPR”) the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended).
   Early Termination Fee: means the total sum of Rental and/or Charges for the balance of the Minimum Period that the Customer would have paid to Holler under the Contract if the Contract would not have been terminated by the Customer premature. In addition, the Customer shall pay any and all reasonable third-party costs incurred by Holler due to such early termination.
   Equipment means the items of computer/telephony hardware identified by type listed in the Contract, including any related software listed therein.
   Equipment Support Agreement means the agreement between Holler and the Customer for the provision of maintenance services.
   Hardware means the computer hardware (if any) specified in the Contract.
   Holler means Holler Technology Ltd (company reg. no. 12851968), whose registered office is at Landmark House, Station Road, Hook, Hampshire, RG27 9HA.
   Holler’s Cancellation Policy means Holler’s policy for the cancellation of Orders, available upon request from Holler.
   IPR: means all intellectual property rights including, without limitation, copyright, patents, trademarks, registered designs, design rights, mask works, know-how and all other similarly protected rights.
   Minimum Period: Period means a period as referred in the Contract starting from date of Equipment’s installation or from the commencement date of the Services, as applicable.
   OFCOM: means the Office of Communications or any similar office that may be appointed in addition or in substitution.
   Order means the written order placed by the Customer pursuant to a Quotation.
   Quotation means the quotation for Equipment and/or installation or Services to be provided to the Customer by Holler.
   Porting Fees means the fees charged for the porting in or out of geographic and non-geographic numbers charged to the customer by Holler.
   Products and Services
   A IT Managed Services: provision of service desk support services for the Customer Network, including infrastructure, servers and PC support, maintenance and monitoring.
   B Internet Lines: provision of Internet lines.
   C IT Professional Services: provision of IT professional services (e.g. field engineering, remote support, training, programming/software development, project management, project implementation and consultancy).
   D Cloud and IT Services: provision of Domain, web and server hosting and cloud-based IT services.
   E IT Hardware and Software Supply: provision of third-party IT Hardware and/or software.
   Services means services as described and to be provided by Holler as per the Contract.
   Support Services means the support services as described and to be provided to the Customer as per the Contract.
   Quotation means the quotation for Equipment and/or its installation, or Services and/or IT Professional Services to be provided to the Customer by Holler, following which Holler and Customer execute the Contract.
   Rental means the monthly fee (including access circuit rental, Equipment rental, and other rental) payable by the Customer for the Services, as set out in the Contract or otherwise notified by Holler.
   Site means any or all of the Customer’s sites at which the Equipment is to be installed or the Services are provided by Holler at the address(es) specified in the Contract.
   System means the network that Holler uses to provide the Services.
   Terms of Business means these Terms of Business, as amended by Holler from time to time.
   Third Party Software means the Third-Party Software (if any) specified on the Contract.
   Working Day means 09:00 to 17:30 Monday to Friday excluding public holidays in the United Kingdom.
2. Duration and Scope of this Agreement
   a) This Agreement commences on the execution date of the Contract and will continue for the Minimum Period (subject to Clause 7) which, following the expiry of the Minimum Period, will renew annually unless terminated by either Party on a ninety (90) days written notice . If the Customer terminates this Agreement after the Minimum Period and fails to give such ninety (90) days written notice, the Customer shall pay a sum equal to the remainder of the Minimum Period until the next renewal date. In addition, the Customer shall pay all reasonable third-party costs incurred by Holler in relation thereto (if any).
   b) If the Customer terminates this Agreement during the Minimum Period and has no right to terminate under Clause 13.a), the Customer shall pay, in addition to other sums payable up to the date of termination, the Early Termination Fee.
   c) Until termination for whatever reason, Holler agrees to provide the Services to the
   Customer and Customer agrees to pay the Charges when they are due in accordance with this Agreement.
   d) The provision of the Services may require that BT or other communications provider undertakes the installation of an access circuit. Accordingly, it is agreed that any act, default or delay by BT or other communications provider in carrying out such installation or otherwise relating to or affecting the Services shall not be the responsibility of Holler.
   e) The Customer’s equipment to be used for the purposes of providing the Services shall be connected by means of connection points and ancillary wiring. If the Customer wishes a connection point to be moved to another place within the Site, Holler may agree, subject to payment of Holler’s applicable charges.
   3.The Equipment and the specification
   a) Holler shall supply and/or install the Equipment or provide the Services listed in the Contract. Holler reserves the right to change the specification and parameters of the Equipment to be supplied insofar as such changes do not materially affect the operational performance of the Equipment.
   b) Holler shall not be responsible for providing software upgrades, enhancements, or patches free of charge unless expressly agreed in writing.
3. Holler’s General Obligations
   a) The provision of the Services is subject to all relevant licenses, infrastructure (or interconnect arrangements) and consents being in place. Holler shall use reasonable endeavours to meet any agreed dates but shall not be liable for failure to meet them. The Customer shall obtain any consent or facility that is necessary or desirable for Holler to provide the Services on the Site.
   b) Holler shall exercise the reasonable care and skill of a competent information technology and communications provider. The Services cannot be guaranteed to be fault-free, but Holler shall provide the same quality of service to the Customer as it provides from time to time to its customers generally.
   c) The Customer shall report any fault to Holler, where it will be dealt with in accordance with the agreed fault repair service. Where no Equipment is installed, Holler may request that the Customer first have its designated maintainer check the Customer’s equipment. If Holler agrees to fix a fault that is caused by the Customer or that otherwise falls outside the responsibility of Holler or where no fault is found, Holler will charge the Customer for any work that Holler has undertaken at its applicable man-hour rate.
   5.Customer’s Responsibilities
   The Customer shall:
   a) perform all its obligations under the Agreement;
   b) use all reasonable endeavours to carry out Holler’s reasonable instructions;
   c) provide Holler’ with, on an on-going basis, all up-to-date information, cooperation, support, and access to enable Holler’ to perform their obligations under the Agreement;
   d) provide Holler’ with all office, information technology, and telecommunications facilities (including full remote access), at the Customer’s cost, that Holler’ may require to enable Holler’ to perform their obligations under the Agreement;
   e) ensure that the users of the Equipment and / or the Services are suitably trained to do so;
   f) secure all necessary consents (required by relevant licences or leases) and provide electrical and connection points to enable Holler to perform all Services under the Agreement; and
   g) ensure to have cancelled any previous services that Holler is replacing and dealt with any early termination charges that may become due to any previous service provider(s).
   The Customer shall not:
   a) except for the purposes of routine maintenance, add to, modify, or interfere with in any way, the Equipment and / or the Services (or permit any third party to do the same); and / or
   b) allow unauthorised users to use the Service, and shall take all reasonable security precautions to avoid such unauthorised access; and / or
   c) use the Services in any way that would constitute or contribute to the commission of a crime, tort, fraud, or other unlawful activity (including activities deemed unlawful under a complainant’s legal jurisdiction
   5.2. Customer’s Specific Obligations.
   The Customer shall be responsible for the following:
   a) Technical Information
   The Customer is responsible for supplying Holler with all the necessary technical information regarding the Site, and the Customer’s operating requirements, within any period specified to it by Holler, or if no time is specified within reasonable time to allow Holler to plan and arrange for such installation or provision of Services.
   b) Preparation of the Site
   Before delivery is due to take place, the Customer shall prepare the Site in accordance with specifications stipulated by Holler. The Customer shall ensure that all
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   programming performed by a third party is backed up and made available to Holler. Any cost incurred by Holler as a result of the Customer’s failure to perform the above, including storage costs, shall be paid to Holler by the Customer.
   c) Provision of Facilities
   The Customer will provide at its own expense such scaffolding, unskilled labour, lifting gear, builders work, electrical power, heating, lighting, and ventilation as are necessary for installation of the Equipment, and where electrical supplies are required these shall be clean and stable and will be provided and maintained by the Customer at its own expense. Any cutting away and making good of floors, ceilings, ceiling tiles and panels, trenching, back filling, the supply and erection of poles and the provision of trunking and ducting are the Customer’s responsibility, unless otherwise expressly agreed in writing.
   d) Access
   The Customer shall provide Holler and Holler’s authorised contractors with access to the Site at all reasonable times. For health and safety reasons, Holler reserves the right to decline to attend the Customer’s site if Holler’s engineer will be alone on site or in an isolated area of the site.
   e) Way leaves/approvals
   The Customer shall obtain and pay for all necessary way leaves and secure the approval of appropriate planning and all other authorities as required.
   f) Attachments to Equipment
   Any attachments to the Equipment that are made by the Customer shall be at the Customer’s risk and the Customer shall be responsible for ensuring that they are suitable for use with the Equipment and comply with any network operators’ or telecommunications regulations.
   g) Regulatory
   The Customer is responsible for ensuring that its operation of the Equipment and/or its telecommunications systems will be in accordance with all applicable laws and regulations.
   h) Connection Approval
   It is the Customer’s responsibility to arrange for any necessary line connection to be made to telecommunications networks, together with the provision of any test lines as may be required, and to pay any connection charge, and to comply with any conditions relating to the connection. No liability shall attach to Holler if the network operator denies, delays, or withdraws connection facilities to approved Equipment.
   i) Use of the Equipment
   The Customer agrees to comply with good practice and shall make sure that the Equipment is not operated contrary to the manufacturer’s or Holler’s guidance. The Customer shall maintain an environment suitable to support efficient operation of the Equipment. The Customer is responsible for any damage caused by electrical surges, flooding, and lightning, over heating or other external influences, which do not constitute fair wear and tear. The Customer agrees that it will use best endeavours to ensure that the Equipment shall not be used by it for the sending over any network of any material (written or oral) which would be libelous, defamatory, blasphemous, illegal, or unlawful or which a reasonable person would regard as offensive, indecent, menacing, a nuisance or a hoax.
   j) Health and Safety
   Prior to commencement of work by Holler at the Site or where any part of the Services is to be provided at the Site, the Customer shall inform Holler’s employees attending the Site of all relevant health and safety regulations relating to the Site and any issues relating to dangerous substances, asbestos and similar risks, and shall ensure at any time during the term of the Agreement that Holler’s employees, BT and anyone acting on either of their behalf have a suitable and working environment at the Site. The Customer shall comply with all relevant legal requirements including its employer’s duties under health & safety legislation.
   k) The Customer will provide Holler with all information that Holler needs and allow Holler to use that information for credit checking and debt collection (including disclosure to and use by third parties acting for the Holler) and any other uses and disclosures allowed by the Data Protection Legislation and will allow Holler to disclose such information to the extent that Holler is required to do so by OFCOM, the law, or any relevant authority.
4. Payments
   a) The Customer agrees to pay Holler the Charges as per the terms of the Contract. All payment sums are expressed exclusive of VAT and any other taxes, duties, levies or other deductions or withholdings for which the Customer shall be liable.
   b) Holler will send an invoice to the Customer for the Charges with the frequency as per the Contract. The Customer shall pay all Charges whether the Customer or someone else uses the Services. The Customer shall pay the invoice within the period of time specified in the relevant invoice with the full payment due on the date specified therein. Certain Charges shall be paid by the Customer via Direct Debit monthly.
   c) If the payment due to Holler is not made by the Customer on or before its due date, Holler shall be entitled (without prejudice to any other right or remedy available to Holler):
   i) to charge the Customer interest (both before and after any judgement) on the amount outstanding on a daily basis at the rate of 4% above the base rate of NatWest Bank PLC from time to time in force; and/or
   ii) suspend deliveries on this and any other agreement held with the Customer, its Associated Company(ies), including the suspension of the Support Services under the Agreement; and/or
   iii) enter the Customer’s premises and recover the Equipment delivered or installed. In such an event Holler shall return any sums previously paid less sums reasonably incurred by it in the delivery, installation and recovery of the Equipment including any loss in value on the Equipment’s subsequent resale.
   d) No counterclaim or set-off by the Customer may be deducted from any payment due to Holler on any account whatsoever without the prior written consent of Holler.
   e) The Customer shall pay any cancellation charges, abortive visit charges, engineering visit or site survey charges, or maintenance service charges imposed on Holler by BT or other supplier and relating to the Services, save where such abortive visit or service maintenance charges arise through Holler’s gross negligence or willful misconduct.
   f) The Rental shall continue to be payable during any period of suspension or restriction requested by the Customer in addition to any Charges for such suspension or restriction.
   g) The Charges are exclusive of Value Added Tax, which shall be payable by the Customer in addition to the Charges at the rate applicable from time to time.
   h) At any time after the expiry of the Minimum Period, Holler may change the level of its Charges after giving the Customer thirty (30) days written notice of its intention to do so. This notice may be included in an invoice to the Customer.
   i) Holler may also change the level of its Charges during or after the Minimum Period, retrospectively as well as prospectively, as a consequence of (a) any OFCOM direction, determination, order or similar decision, or (b) any change in BT’s wholesale charges to Holler. In both cases, Holler shall only be entitled to change the level of its Charges where the foregoing impacts upon the basis upon which the Charges were calculated. This notice may be included in an invoice to the Customer.
   incurred by it in the delivery, installation and recovery of the Equipment including any loss in value on the Equipment’s subsequent resale.
   k) Where Holler agrees to do work outside a Working Day at the request of the Customer, Holler may charge the Customer in accordance with Holler’s applicable man-hour rate.
   l) The Customer will be charged for any additional Support Services which may be due to the following:
   i) The Customer’s failure to maintain a suitable environment for the Equipment and/or operate at the Site in accordance with the manufacturer’s written specifications or instruction manuals, including without limitation failure to maintain a constant power supply, air conditioning or humidity control;
   ii) The alteration modification or provision of the services in relation to support of the Equipment by any party other than Holler without Holler’s prior consent;
   iii) The transportation or relocation of the Equipment save where the same has been performed by or under the direction of Holler;
   iv) The use of defective or inappropriate supplies with the Equipment;
   v) Any defect or error in any software used upon or in association with the Equipment.
   vi) Any accident or disaster affecting the Equipment including without limitation in the event of Force Majeure, fire, flood, water, wind, lightning, transportation, vandalism, or burglary;
   vii) The Customer’s failure inability or refusal to afford Holler’s personnel proper access to the Equipment;
   viii) the correction or replacement of Equipment for which parts or replacement has become unavailable or uneconomic or if any item of Equipment has become redundant through time and for software any version which is no longer supported by the manufacturer. Holler will endeavour to inform the Customer when such Equipment is likely to reach this status; or
   ix) the replacement of handsets, headsets and the cables connecting to them, unless specifically included or the replacement of batteries or other limited life products.
5. Suspension and Variation of the Service
   7.1 Holler may, in its sole discretion and upon giving the Customer written notice, suspend or vary the Services without compensation (unless due to the material default of Holler) for any period when:
   a) Holler is required to do so in order to avoid a breach of the authorization of Holler under the Communications Act 2003, as amended from time to time; or
   b) Holler is obliged or requested to comply with an order or instruction of, or a recommendation or request to take such action received from the Government, OFCOM, an emergency services organization, or other competent or regulatory authority administrative authority; or
   c) Holler reasonably suspects or believes that the Customer is in breach of its obligations under this Agreement (in particular Clauses 5 or 6); or
   d) The Customer’s credit rating decreases at any time, and the Customer fails to supply reasonable security in response to a request from Holler; or
   e) Holler’s contract with BT or other supplier relating to the Services is suspended, varied, or terminated.
   f) The Customer acknowledges that BT or other supplier may make alterations to the Services (including, without limitation, conversions, shifts and reconfigurations) that may result in disruption.
   g) The Customer shall reimburse Holler for all reasonable costs and expenses incurred because of the suspension and any recommencement or variation of the Services where suspension or variation is implemented as a result of any act or omission of the Customer.
   7.2 Holler may at any time suspend the Services or any part of it, without liability:
   a) To vary the technical specification of the Services in order to comply with any relevant law, order, instruction or regulation from a competent administrative or regulatory authority; or
   b) To repair, maintain or improve the Service; Holler will, during such suspension under this Clause 7.2, try to ensure that minimum disruption is caused to the Services; or
   c) pursuant to clause 7.1.c) Customer either fails to remedy the breach or fails to demonstrate to Holler’s reasonable satisfaction that no breach took place within five (5) Working Days of written notice of the suspected breach; or
   d) Customer’s use of the Services may damage or disrupt the proper functioning of the infrastructure and / or Equipment used to provide Services to Holler’s other customers.
   Suspension of the Services under Clause 7.2 shall continue for as long as any of the circumstances therein continue.
6. Indemnity
   a) The Customer shall indemnify Holler from and against any and all losses, damages, liabilities, costs and expenses (including but not limited to reasonable legal fees) arising directly or indirectly from any breach by it of this Agreement .
   b) Programming work moves, and changes and the provision of other services can result in faults arising on the Customer’s telephone system. Holler will endeavour to fix these faults as a priority, however, should fixing these faults result in the need for labour or parts being used then these may be charged at Holler’s then current rates. Holler cannot be held liable for any loss or consequential loss incurred by the Customer because of this work.
7. Delivery, Risk and Title
   a) Holler and/or its nominated suppliers shall deliver to the Site and, if so contracted, install the Equipment.
   b) Risk in the Equipment shall pass from Holler to the Customer upon delivery to Site
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   at which time the Customer shall accept full responsibility to provide insurance cover at full replacement value.
   c) Holler shall repair or at its option replace free of charge any part of the Equipment, which is lost or damaged in transit, provided that Holler is given written notification of such loss or damage within five (5) days of delivery.
   d) Payment for all Equipment supplied under any order must be made in full on or before its due date notwithstanding any defect in part of the Equipment.
   e) Risk in all other equipment, such as tools and plant taken to the Site by Holler for the purpose of performance of this Agreement, shall pass to the Customer when brought on to the Site by Holler (or its agent or sub-contractors) and shall remain with the Customer until such equipment is removed from the Site except in so far as any damage to, or loss of such equipment is due to gross negligence on the part of Holler (or its agent or sub-contractor).
   f) Title to the Equipment shall pass to the Customer once Holler has received full payment for the Equipment.
   g) Where parts are delivered to the Customer by courier and/or electronic worksheets are used, the Customer agrees that electronic signatures applied in acknowledgement of parts delivered or services rendered will have the same legal force as hard copy signatures.
8. Liability for Delay
   a) Any times or dates referred to in the Contract for installation of the Equipment and/or completion or delivery of Services are to be treated as estimates which are accurate to the best of Holler’s knowledge, and all reasonable efforts will be made to adhere to such estimates.
   b) The installation or Services provision completion date may be subject to extension if any incidence of delay is the result of the Customer’s instructions or lack of instructions, industrial dispute, or any other causes beyond Holler’s reasonable control.
   c) In the event that the Customer is unable to take delivery of the Equipment upon any agreed delivery date, Holler reserves the right to deliver the Equipment into storage and invoice the Customer as though the delivery has been made to the Site.
   d) Holler shall also be entitled to recover any reasonable additional costs incurred by it or its sub-contractors as a result of delay caused to delivery and/or installation or Services provision completion by the Customer, including overtime costs if relevant.
   e) Where a deposit is required from the Customer, Holler reserves the right to delay placing an order for the Equipment until the deposit has been paid.
9. Intellectual Property Rights
   Where the Services may involve the creation or development of any deliverable (e.g. software development, creation of user manuals):
   a) all copyright and other intellectual property rights in those deliverables, will at all times, remain vested in Holler; and
   b) Holler grants to the Customer a non-exclusive, non-transferable, irrevocable right to modify, adapt, use, and sublicence those deliverables for the Customer own internal business purposes.
10. Liability and Warranties
    12.1. a) Save as expressly provided in this Agreement no other conditions, warranties, or representations (express or implied, written, or oral) are given by Holler in respect to the Equipment or Services, and any condition implied by law is expressly excluded. The Customer expressly affirms that it is not relying on any warranty, condition or representation not contained in this Agreement.
    b) Subject to Clause 8.a, Holler’s entire liability for non-fraudulent representation, or implied warranty, condition, or other term, or under any duty at common law, or in tort (including negligence) or under the express terms of this Agreement shall not in the aggregate, in any period of 12 months, exceed the Charges paid in respect of that 12-month period. If for any reason this limit of liability shall be found to be unlawful or invalid by a court of competent jurisdiction, Holler’s entire liability as referred to in this clause shall not exceed £1,000 (one thousand pounds sterling) for any one incident or series of related incidents and £2,000 (two thousand pounds sterling) in aggregate during the term of this Agreement.
    c) Nothing in this Agreement shall be taken to exclude or limit Holler’s liability for death or personal injury arising from the negligence of Holler, its employees, or sub-contractors.
    d) Holler, its directors, officers, employees and/or agents shall not in any event be liable for any indirect, consequential, incidental, or special damages or any loss of profits, revenue, goodwill, or anticipated savings whether sustained by the Customer or any other party.
    e) Holler shall not be liable for any costs, or consequential losses or consequential costs relating to telephone calls or any malicious acts resulting from these telephone calls made in a malicious or otherwise manner, made through the telephone system either from within the Customer’s premises or by a third-party obtaining access to the Customer’s system. For the avoidance of doubt, the security of the Customer’s telephone system is the sole responsibility of the Customer notwithstanding any work carried out on the system by Holler employees or sub-contractors.
    f) Holler shall not be liable for any costs, or consequential losses or consequential costs resulting from the Customer’s inability to perform pre-programmed tasks (for example analysis of call logging records) following work carried out by Holler. Whilst Holler will endeavour to minimise disruption to the Customer, the Customer acknowledges that it is solely responsible for such programming and re- programming and checking that programmes have not been affected by any work carried out on its systems.
    12.2 Holler’s liability for damage to the Customer’s tangible property caused by Holler’s gross negligence shall never exceed the amount under section 12.1.b) of these Terms and Conditions).
    12.3 Holler shall not be liable for loss of profit, loss of revenue, loss of anticipated savings, loss of goodwill, and/or loss of data.
    12.4 Except as expressly stated in the Contract, all warranties, conditions, obligations, or implied terms which are implied into the Agreement by statute, custom, or law are hereby excluded to the maximum extent permissible in law.
11. Termination of Contract
    a) The Customer shall be entitled to terminate the Contract for a material breach of the Agreement by Holler if Holler fails to remedy such breach within reasonable time (not to exceed 30 days) upon being given notice by the Customer to that effect.
    b) Without prejudice to its other rights under this Agreement or otherwise, Holler shall have the right to terminate this Agreement and claim any resulting damages, losses or expenses if:
    b.1) the Customer commits a breach of this or any other contract with Holler and fails to remedy such breach within reasonable time (not to exceed 30 days) upon being given notice by Holler to that effect; or if such breach is incapable of remedy, the Agreement may be immediately terminated by written notice; or
    b.2) the Customer enters into liquidation whether compulsorily or voluntarily (otherwise than for the purpose internal restructuring where the Customers’ Affiliated Company assumes the obligations hereunder) or compounds with its creditors or has an administrator, administrative receiver or receiver appointed over all or any part of its assets or undertaking or takes or suffers any similar action in consequence of debt.
12. Force Majeure
    Holler shall not be liable to the Customer nor held in breach of this Agreement for any delay or failure in performing the obligations under the Agreement if prevented, hindered, or delayed in the performance or observance of its obligations hereunder resulting from acts beyond the reasonable control of Holler, including but not limited to acts of God, acts or regulations of any governmental, supra-national or regulatory authority, war or national emergency, accident, explosion, flood, fire, riot, strikes, lock-outs, industrial disputes, epidemics, third party hardware, software or other equipment, communication line failure or failure or fluctuation of power supply (including due to unusual atmospheric conditions and unusual conditions in outer space which may affect signals to and from and the workings of satellites), difficulties in obtaining materials, labour, fuel, parts, or machinery, power failure or breakdown in machinery; and failure or disruption of, or delay to, a Service provided by Holler’s subcontractor or service provider that adversely impacts on Holler’s ability to comply with Holler’s obligations.
13. Confidentiality
    Both parties agree to keep secret and confidential both during and after the expiry or termination of this Agreement the Confidential Information of the other disclosed to it by the other party which may come to that party’s knowledge in the course of performing its duties during the term of this Agreement. The obligation of confidentiality shall not apply to information which is in the public domain other than by breach of the terms of this Agreement by the receiving party. The Customer agrees that Holler may disclose Confidential Information Holler may have on the Customer to any third party where necessary to provide, or enable the provision of, the Services, or to comply with any disclosure required by law, any court, or any regulatory authority.
    Both parties shall comply with the Data Protection Legislation.
14. Non-solicitation
    During the term of this Agreement, and for 12 months after its expiry or termination, Customer undertakes not to solicit or seek to induce to leave the employ of Holler any person who was an employee of Holler during the period of Holler’s undertaking the Services, and who worked with or under the supervision of Customer at any time during that period. If Customer breaches this Clause, Customer shall pay Holler a sum equal to 12 months of then current gross salary of the employee in recognition of the value of that employee to Holler. The parties agree that this sum is a genuine pre- estimate of the loss likely to be suffered by Holler in these circumstances
15. Assignment
    Holler may assign or transfer this Agreement or part of it to another company and may subcontract its responsibilities or any of them under this Agreement without the Customer’s consent. The Customer may assign or transfer this Agreement only with Holler’s prior written consent.
16. Law
    a) This Agreement shall be subject to, governed by, and construed in accordance with the laws of England and Wales.
    b) The illegality, unenforceability, or invalidity of any provision of this Agreement shall not affect any other provision.
    c) A person who is not party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the terms of this Agreement.
    d) Any express or implied waiver by Holler of any term or condition of this Agreement or of any breach or default by the Customer may be terminated by Holler at any time. No such waiver shall constitute a continuing waiver, nor shall it prevent Holler from acting upon that or any subsequent breach or default or from enforcing any term or condition of this Agreement.
    e) Personal data (as defined in the Data Protection Legislation, or any amendment or re-enactment thereof) in respect of the Customer which is obtained consequent to this Agreement will be held on Holler’s computer system and may be used by Holler for the purposes of assessing the level of credit which should be extended to the Customer. The information may also be used for the future marketing of related Products and Services of Holler or any of its Associated Companies unless the subject of the personal data gives Holler notice in writing to the contrary.
17. Disputes
    a) The parties shall attempt to resolve any dispute arising out of or relating to the Agreement through negotiations between senior executives of the parties who have authority to settle the same.
    b) If the matter is not resolved through negotiation, the parties will attempt to resolve the dispute in good faith through an Alternative Dispute Resolution (“ADR”) procedure as recommended to the parties by the Centre for Effective Dispute Resolution.
    c) If the matter has not been resolved by an ADR procedure within 30 (thirty) days of the initiation of that procedure, or if either party will not participate in an ADR procedure, the dispute shall be decided by the English courts and the parties submit to its exclusive jurisdiction for that purpose.
18. Entire Agreement
    The parties agree that the Agreement contains the entire agreement of the parties and supersedes all prior agreements, understandings, or arrangements between them and further each party acknowledges:
    a) that it has not entered into this Agreement on the basis of and does not rely and has not relied upon any statement or representation (whether negligently or innocently made) or warranty or other provision (whether oral, written, express or implied) except those expressly repeated or referred to in this Agreement.
    b) the only remedy or remedies available in respect of any misrepresentation or untrue statement made to it shall be a claim for breach of this Agreement.
    c) that no variation of the conditions in this Agreement shall have effect unless
    4
    expressly accepted in writing by a duly authorised officer of Holler. The Customer should, however, read this Agreement in conjunction with the Agreement.
19. Notices
    Any notices in connection with the Agreement may without prejudice to any other method of service be served on each party at the address specified in the Contract, or any alternative address notified to the other party in writing from time to time.
20. General
    You hereby acknowledge and agree that you have received, read and agree to be bound by these Terms and Conditions and the other terms of the Agreement.