AJT Managed IT Services reserves the right to update these Terms and Conditions at any time, and the most up-to-date version of this document, as displayed on our website, will apply to our Agreement. Any significant changes will be notified to existing Clients by email.

1.1 The definitions and rules of interpretation in this clause 1 apply in these Terms and Conditions and our Scope of Work (together, the ‘Agreement’).

Annual Commitment: The yearly cost of the licence supplied to the Client by AJT under a Licence-Only Contract.

Block Hours Contract: Contract type by which the Client purchases a ‘block’ of 10 hours (or a multiple thereof) worth of Support (being a Support Block), deducted against as Support is provided to the Client by AJT in accordance with clause 9.3(b).

Business Day: a day, other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Change: means a modification or alteration that fundamentally alters the Client’s System.

Confidential Information: shall have the meaning given to that term in clause 13.1.

Contract Type: the applicable level of service as specified in the Scope of Work, either a Full Support Contract, Block Hours Contract, or Licence-only Contract.

Client: the individual, company, or entity that purchases, subscribes to, or otherwise uses the goods or services provided by AJT under these Terms and Conditions and our Scope of Work.

Client Data: any information that is provided by or on behalf of the Client to AJT under the Agreement and/or in the course of the Support provided, including any information derived from such information.

Client Personal Data: any personal data comprised in the Client Data.

Client’s Project Manager: the Client representative of the Client appointed in accordance with clause 7.1(b).

Client’s System: means the software, hardware, network or any other item being supported as defined in the Scope of Work.
Consultant: means any person who is supplied by AJT to the Client with a view to providing Support, who is suitably qualified and experienced.

Dispute: has the meaning given in clause 26.1.

Effective Date: the date of our Scope of Work.

Extended Term: has the meaning given in clause 15.2.

Fees: the fees payable to AJT, as set out in Part 4 of the Scope of Work.

Force Majeure Event: means an event which is beyond the reasonable control of the party seeking to rely on such event (except to the extent such party could reasonably have avoided such event or its consequences by implementing such business continuity and/or disaster recovery measures and otherwise exercising such level of care in each case as required to meet Good Industry Practice).

Full Support Contract: Contract Type by which Support is provided to the Client by AJT for an agreed monthly fee as specified in the Scope of Work.

Good Industry Practice: the exercise of reasonable skill and care to be expected in the provision of services substantially similar or identical to the Support, having regard to factors such as the nature and size of the parties, the term, the pricing structure and any other relevant factors.

Hardware: all physical telecommunications, networking and computer equipment (including switches, routers, cables, servers, racks, cabinets and peripheral accessories) provided and used by AJT (or any of its sub-contractors) to deliver the Support to the Client.

Incident: any Vulnerability, Virus or security incident which may affect AJT’s network and information systems such that it could potentially affect the Client or is reported to AJT by the Client.

Initial Term: the period as set out in Part 4 of the Scope of Work.

Licence-Only Contract: Contract Type by which a software license is supplied to the Client by AJT as specified in the Scope of Work.

Normal Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.

Permitted Purpose: has the meaning given in clause 13.3(a).

Low Priority, Medium Priority and High Priority: have the meanings given in Part 3 of the Scope of Work.

Regulatory Requirement: has the meaning given in clause 15.8.

Remediation Work: work carried out by AJT to rectify and/or overcome deficiencies in the Client’s System resulting from poor management, whether prior to or after the Support Commencement Date.

Support Commencement Date: the date on which the Support is to commence as defined in the Scope of Work.

Set-up Services: the due diligence, configuration and related work referred to in clause 2 and Part 1 of the Scope of Work, to be performed by AJT.

Software: any software used by AJT (or any of its sub-contractors) to provide the Support to the Client whether owned by a third party (being Third Party Software), by the Client (being Client Software) or by AJT (being Supplier Software).

Standard Consultancy Rate: £100 per hour.

Supplier, AJT: AJ Taylor Managed IT Services, a limited company registered in England, whose registered address is Unit 3 Centenary Industrial Estate, Brighton, East Sussex, BN2 4AW, and whose main trading address is Unit 3 Centenary Industrial Estate, Brighton, East Sussex, BN2 4AW.

Supplier Data: any information that is provided by or on behalf of AJT to the Client under the Agreement and/or in the course of the Support provided, including any information derived from such information.

Supplier Personal Data: any personal data comprised in the Supplier Data.

Supplier’s Project Manager: the representative of AJT appointed in accordance with clause 2.1.

Supplier’s System: the information and communications technology system to be used by AJT (or any of its sub-contractors) in providing the Support, including the Hardware, the Software, the Client-site Equipment and communications links between the Hardware and the Client-site Equipment and the Client’s Operating Environment.

Scope of Work: the contract between us in relation to our provision of the Support, which sets out a Client-specific plan for the Support and incorporates these Terms and Conditions.

Support: means all work undertaken by AJT, including the Set-up Services.

Support Commencement Date: means the date on which AJT begins to provide Support to the Client, as specified in the Scope of Work.

Ticket: means a request for Support submitted in relation to an issue with the Client’s System.

Virus: includes any malicious code, Trojan, worm and virus, lock, authorisation key or similar device that impairs or could impair the operation of the Software or the Support.

Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that, when exploited, results in a negative impact to confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.

2.1 AJT shall appoint the Supplier’s Project Manager, who shall have the authority to contractually bind AJT on all matters relating to this Agreement. AJT shall use reasonable endeavours to ensure continuity of the Supplier’s Project Manager, but has the right, in its absolute discretion, to replace them from time to time where reasonably necessary in the interests of the Supplier’s business.

2.2 If Set-up Services are required, AJT shall use reasonable endeavours to comply with any agreed timetable set out in the Scope of Work and to meet any relevant performance dates but any such timetable and dates shall be estimates only, and time shall not be of the essence in this Agreement.

3.1 AJT shall provide the Support from the Support Commencement Date until expiry or termination of this Agreement for any reason.

3.2 The Client accepts responsibility for the status of the Client’s System prior to the Support Commencement Date.

3.3 Any Remediation Work carried out will be charged to the Client at AJT’s Standard Consultancy Rate.

3.4 The Client shall remain responsible for the use of the Client’s System under its control, including any use by third parties (whether fraudulent or invited by the Client).

3.5 Where system monitoring is included in the Scope of Work, third party software may need to be installed on any system covered by that monitoring. The monitoring service is provided for the sole use of AJT to maintain the agreed level of support and response times and is not meant to be the sole monitoring service for the end-user.

3.6 The Client shall not provide the Support directly or indirectly to third parties.

3.7 AJT reserves the right, in its absolute discretion, to:

(a) modify the Supplier’s System, its network, system configurations or routing configuration; or

(b) modify or replace any Hardware or Software in its network or in equipment used to deliver any Service over its network,
provided and to the extent that this has no adverse effect on AJT’s ability to perform its obligations under this Agreement and its provision of the Support. If such changes will have an adverse effect, the Supplier shall notify the Client, and the parties shall agree any necessary changes to the Support.

4.1 For the purposes of this Clause 4, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.

4.2 Both parties will comply with all applicable requirements of Applicable Data Protection Laws. This clause 4 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Applicable Data Protection Laws.

4.3 By entering into this Agreement, the Client consents to (and shall procure all required consents, from its personnel, representatives and agents, in respect of) all actions taken by AJT in connection with the processing of Supplier Personal Data, provided these are in compliance with the then-current version of the Supplier’s privacy policy available at https://ajt.support/ajt-privacy-policy/ (Privacy Policy). In the event of any inconsistency or conflict between the terms of the Privacy Policy and this Agreement, the Privacy Policy will take precedence.

4.4 Without prejudice to the generality of clause 4.2, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Supplier Personal Data and Client Personal Data to the Supplier and lawful collection of the same by AJT for the duration and purposes of this Agreement.

4.5 Without prejudice to the generality of clause 4.2, AJT shall, in relation to Client Personal Data:

(a) process that Client Personal Data only on the documented instructions of the Client, unless AJT is required by Applicable Laws to otherwise process that Client Personal Data;

(b) implement reasonable technical and organisational measures to protect against unauthorised or unlawful processing of Client Personal Data and against accidental loss or destruction of, or damage to, Client Personal Data;

(c) assist the Client insofar as this is possible (taking into account the nature of the processing and the information available to AJT), and at the Client’s cost and written request, in responding to any request from a data subject and in ensuring the Client’s compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(d) notify the Client without undue delay on becoming aware of a personal data breach involving the Client Personal Data;

4.6 The Client hereby provides its prior, general authorisation for AJT to:

(a) appoint processors to process the Client Personal Data, provided that AJT ensures that the terms on which it appoints such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on AJT under this clause 4; and

(b) transfer Client Personal Data outside of the UK as required for the Purpose, provided that AJT ensures that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, the Client shall promptly comply with any reasonable request of AJT, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the UK Information Commissioner from time to time (where the UK GDPR applies to the transfer).

5.1 AJT undertakes that the Support will be provided with all reasonable skill and care in accordance with the provisions of this Agreement, and substantially in accordance with the Support Specification.

5.2 Clause 5.1 shall not apply to the extent of any non-conformance that is caused by use of the Client’s System contrary to AJT’s instructions, including as set out in this Agreement.

5.3 If the Support provided by AJT does not conform to the requirements set out in clause 5.1, AJT shall use reasonable commercial endeavours to correct any such non-conformance, or provide the Client with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Client’s sole and exclusive remedy for any breach of clause 5.1.

5.4 Notwithstanding the foregoing, AJT does not warrant that use of the Client’s System shall be uninterrupted or error-free.

6.1 AJT shall ensure that appropriate safety and security systems, policies and procedures are maintained and enforced to prevent unauthorised access or damage in accordance with Good Industry Practice, including an incident management process which shall enable the Supplier to discover and assess Incidents, and to prioritise those Incidents, sufficient to meet its reporting obligations under clause 6.4(a);

6.2 AJT shall ensure that the Supplier’s System is designed, maintained and upgraded at all times so as to mitigate against Incidents. The parties agree that if Incidents are detected or discovered, each of them shall co-operate with the other to mitigate the Incident.

6.3 The Client shall promptly inform AJT if it suspects or uncovers any Incident and shall use all commercially reasonable endeavours to promptly mitigate such Incident.

6.4 AJT shall:

(a) notify the Client as soon as reasonably practicable if it becomes aware of any Incident;

(b) at the Client’s cost, promptly cooperate with any request for information made in respect of:

(i) any Incident;

(ii) any of the information provided in clause 6.1; or

(iii) any requests for information, or inspection, made by a regulator with competent jurisdiction over the Client (including in connection with any applicable data protection or cybersecurity legislation).

7.1 The Client shall:

(a) provide AJT with all necessary co-operation in relation to this Agreement and all necessary access to such information as may be reasonably required by AJT in order to provide the Support.

(b) appoint the Client’s Project Manager, who shall have the authority to contractually bind the Client on all matters relating to this Agreement. The Client shall use reasonable endeavours to ensure continuity of the Client’s Project Manager, but has the right, in its absolute discretion, to replace them from time to time where reasonably necessary in the interests of the Client’s business;

(c) provide such personnel assistance, including from the Client’s Project Manager and other specific personnel, as may be reasonably requested by AJT from time to time.

(d) comply with all applicable laws and regulations with respect to its activities under this Agreement;

(e) carry out all other Client responsibilities and obligations set out in this Agreement (including the Scope of Work) in a timely and efficient manner. In the event of any delays in the Client’s provision of such assistance as agreed by the parties or performance of the Client’s responsibilities and obligations, AJT may adjust any timetable or delivery schedule set out in this Agreement as reasonably necessary.

(f) disclose immediately any Hardware which may fall under the ownership of a third party, or which has been resold to a third party, and provide contact details for the third party.

8.1 The Client warrants and represents that:

(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Client;

(b) it has the authority to grant any rights to be granted by the Client to AJT under this Agreement, and for the same to be used in the provision of the Support and otherwise in connection with this Agreement; and

(c) it owns or has obtained valid licences, consents, permissions and rights to use and where necessary to license to AJT, any materials reasonably necessary for the fulfilment of all the Client’s obligations under this Agreement.

8.2 The Client warrants that:

(a) it shall comply with and use the Support in accordance with the terms of this Agreement and all applicable laws, and shall not do any act that shall infringe the rights of any third party

(b) it shall comply with all laws and regulations applicable to the Client in performing its obligations under this Agreement; and

(c) AJT’s possession and use in accordance with this Agreement of any materials (including third-party materials) supplied by the Client to AJT shall not cause AJT to infringe the rights of any third party.

8.3 AJT warrants and represents that:

(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of AJT;

(b) it owns, or has obtained all valid licences, consents, permissions and rights necessary to enable AJT to comply with its obligations under this Agreement;

8.4 AJT warrants that:

(a) it shall comply with all laws and regulations applicable to AJT in performing its obligations under this Agreement;

(b) the Client’s possession and use in accordance with this Agreement of any materials (including third-party materials) supplied by AJT to the Client shall not cause the Client to infringe the rights of any third party;

(c) all personnel used by AJT in the performance of this Agreement are adequately skilled and experienced for the activities they are required to perform; and

(d) it will not introduce, or permit the introduction of, any Viruses or Vulnerabilities into the Client’s System, or the Client’s other network and information systems, while providing the Support.

9.1 The Client shall pay the Fees for the Support as set out in Part 4 of the Scope of Work.

9.2 The Client shall reimburse AJT for all travel costs and expenses (including travel, hotels and meals), and delivery fees incurred by AJT pursuant to the provision of the Support.

9.3 AJT shall invoice the Client as set out in Part 4 of the Scope of Work and in accordance with the applicable Contract Type, as follows:

(a) Full Support Contract: monthly in arrears, together with any additional fees, costs and expenses.

(b) Block Hours Contract: Client’s Support Block shall be debited in 15-minute minimum increments (for remote support) and 1-hour minimum increments (for on-site support), with an invoice issued for any additional fees, costs and expenses.

(i) When the remaining time on the Client’s Support Block falls below 1 hour, a new Support Block of 10 hours shall be invoiced.

(c) Licence-only Contract: in equal monthly instalments of the Annual Commitment as set out in Part 4 of the Scope of Work, together with any additional fees, costs and expenses.

9.4 The due date for payment shall be 30 days after the date of the invoice.

9.5 If the Client fails to make any payment due to AJT under this Agreement by the due date, then:

(a) without limiting any of AJT’s other remedies under this Agreement, the Client shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount.

(b) AJT reserves the right to recover, on a full indemnity basis, any costs incurred collecting overdue payments.

(c) AJT reserves the right to limit the level of Support on an ongoing basis or to cease all support and may not be able to resolve any existing Tickets.

(d) For work performed on behalf of UK registered organisations, all amounts invoiced will be subject to VAT payable at the current prevailing rate.

9.6 AJT retains the right to review its pricing structure on each anniversary of the Effective Date (Review Date). AJT will provide the Client with 30 days’ notice, prior to the Review Date, of any such change in writing.

10.1 The Client retains overall responsibility for their system. In the event that any Change is made to the Client’s System by the Client, or a third party approved by the Client, such Change will only be covered by this Agreement where:

(a) The Client has promptly informed AJT of the Change, and provided appropriate details;

(b) AJT has approved such Change in writing.

10.2 AJT reserves the right to refuse to provide, or to charge additional fees for, Support required by the Client in relation to any unapproved Change to the Client’s System.

10.3 New hardware should be procured through AJT where possible.

11.1 If either party wishes to change the scope of the Support (including Client requests for additional services), it shall submit details of the requested change to the other in writing.

11.2 If either party wishes the other party to proceed with the relevant change, AJT has no obligation to do so unless and until the parties have agreed in writing the necessary variations to its charges, the Scope of Work, and any other relevant terms of this Agreement to take account of the change.

12.1 If the Client instructs AJT to obtain a domain name for the Client, AJT shall act as an agent for the Client in dealing with the relevant domain name registration authority. The contract for the domain name shall be between the Client and the relevant domain name registration authority and the Client agrees that it shall be solely responsible for renewals, and for legal, technical, administrative, billing or other requirements imposed by the relevant domain name registration authority (and relevant costs and expenses thereof).

12.2 AJT gives no warranty in relation to such domain name, including that the domain name requested shall not infringe the rights of any third party and all such enquiries shall be the responsibility of the Client.

13.1 Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its Representatives (as defined below) to the other party and that party’s representatives whether before or after the date of this Agreement, including but not limited to:

(a) the terms of this Agreement or any agreement entered into in connection with this Agreement;

(b) any information that would be regarded as confidential by a reasonable business person relating to:

(i) the business, assets, affairs, customers, clients, suppliers, or plans, intentions, or market opportunities of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); and

(ii) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); and

(c) any information developed by the parties in the course of carrying out this Agreement.

13.2 The provisions of this clause 13 shall not apply to any Confidential Information that:

(a) is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its representatives in breach of this clause 16);

(b) was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;

(c) was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party;

(d) the parties agree in writing is not confidential or may be disclosed; or

(e) is developed by or for the receiving party independently of the information disclosed by the disclosing party.

13.3 Each party shall keep the other party’s Confidential Information secret and confidential and shall not:

(a) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this Agreement (Permitted Purpose); or

(b) disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 13.

13.4 A party may disclose the other party’s Confidential Information to those of its representatives who need to know such Confidential Information for the Permitted Purpose, provided that:

(a) it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and

(b) at all times, it is responsible for such representatives’ compliance with the confidentiality obligations set out in this clause 13.

13.5 AJT acknowledges and agrees that the Client Data is the Confidential Information of the Client.

13.6 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority.

13.7 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in this Agreement are granted to the other party or to be implied from this Agreement.

13.8 Except as expressly stated in this Agreement, no party makes any express or implied warranty or representation concerning its Confidential Information.

13.9 The provisions of this clause 13 shall continue to apply after termination or expiry of this Agreement.

13.10 Each party shall notify the other promptly of any breach or suspected breach of the provisions of this clause 13.

14.1 This clause 14 sets out the entire financial liability of AJT (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Client in respect of:

(a) any breach of this Agreement;

(b) any use of the Support by the Client; and

(c) any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

14.2 Except as expressly provided in this Agreement:

(a) AJT shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to AJT by the Client in connection with the Support, or any actions taken by AJT at the Client’s direction; and

(b) all warranties, conditions and other terms implied by statute, common law or otherwise are, to the fullest extent permitted by law, excluded from this Agreement.

14.3 Nothing in this Agreement excludes or limits the liability of the either party for:

(a) death or personal injury caused by AJT’s negligence;

(b) fraud or fraudulent misrepresentation;

(c) any other liability which cannot lawfully be excluded or limited;

(d) in the case of the Client, the Client’s obligation to pay the Fees.

14.4 Subject to clause 14.2 and 14.3:

(a) AJT shall not be liable whether in contract, tort (including for negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise for any loss of profits, loss of business, depletion of goodwill or similar losses, or for any indirect or consequential loss, costs, damages, charges or expenses however arising; and

(b) AJT’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the price paid for the Support during the 12 months preceding the date on which the claim arose.

15.1 This Agreement shall commence on the Effective Date.

15.2 For Full Support Contract and Licence-Only Contract Types:

(a) This Agreement shall continue in force for the Initial Term and shall automatically renew for subsequent terms of an equivalent length to the Initial Term (Extended Term), at the end of the Initial Term and at the end of each Extended Term.

(b) Either party may give written notice to the other party, not later than 30 days before the end of the Initial Term or the relevant Extended Term, to terminate this Agreement at the end of the then-current Initial Term or the relevant Extended Term, as the case may be.

15.3 For Block Hours Contract Types:

(a) This Agreement shall continue in force until it is terminated by either party by providing at least 30 days’ written notice to the other.

15.4 Without prejudice to any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

(a) the other Party commits a material or persistent breach of any of its obligations under this Agreement and (in the case of a breach capable of being remedied) does not remedy such breach within 30 days of receiving from the other Party written notice of the breach and a request to remedy the breach;

(b) any distress or execution is levied on the other Party’s property or if the other party has a receiver, administrator, administrative receiver or manager appointed over the whole or any part of its assets, becomes insolvent, compounds or makes any arrangement with its creditors, commits any act of bankruptcy, is wound up or goes into liquidation, or if the other party suffers any analogous proceedings under the law of this Agreement or foreign law.

15.5 For the purposes of clause 15.4(a), a material breach means a breach that has a serious effect on the benefit the terminating party would otherwise derive from this Agreement.

15.6 Any provision of this Agreement which expressly or by implication is intended to come into or continue in force on or after expiry or termination of this agreement shall remain in full force and effect.

15.7 Expiry or termination of this Agreement for any reason shall not affect the accrued rights, remedies, obligations or liabilities of the parties existing at expiry or termination.

15.8 On expiry or termination of this Agreement for any reason:

(a) For Full Support Contracts:

(i) AJT shall immediately cease provision of the Support.

(ii) subject to clause 15.8, each party shall return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other party.

(b) For Block Hours Contracts:

(i) No refund will be given for any unused Support time purchased as part of a Block Hours Contract, except where the written notice of termination required under 15.3(a) is given within 30 days of the date of an invoice.

(A) In such circumstances, the newly-purchased Support Block represented by the invoice shall be refunded to the Client, minus any Support time used prior to the Client giving written notice of termination.

(c) For Licence-Only Contracts:

(i) The Client shall pay the remaining balance of the Annual Commitment plus an administrative fee of 5% of the Annual Commitment.

(d) subject to clause 15.9, each party shall return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other party.

(e) AJT shall, as soon as reasonably practicable, expunge from the Supplier’s System and otherwise destroy or dispose of all of the Client Data in its possession or control. The Client shall pay all reasonable costs and expenses incurred by AJT in returning and disposing of Client Data and expunging it from the Supplier’s System.

15.9 If a party is required by any law, regulation, or government or regulatory body (Regulatory Requirement) to retain any documents or materials which it would otherwise be obliged to return or destroy under clause 15.8(e), it shall notify the other party in writing of such retention, giving details of the documents or materials that it must retain. Clause 13 shall continue to apply to any such retained documents and materials for as long as any such requirement continues in force, subject to any disclosure mandated by any Regulatory Requirement.

15.10 AJT shall be considered to have satisfied its obligation to “expunge” or “destroy” or “dispose” of any electronic data, for the purposes of clause 15.8(e) where it puts such electronic data beyond use.

16.1 In the event that the Client is dissatisfied with the quality of Support provided by an AJT Consultant, the Client shall inform AJT immediately stating the basis of the dissatisfaction.

16.2 In its absolute discretion, AJT may withdraw the Consultant immediately and provide a replacement.

17.1 Neither party shall have any liability to the other under this Agreement if it is prevented from, or delayed in, performing its obligations under this Agreement, arising from any Force Majeure Event, provided that:

(a) the other party is notified of such an event and its expected duration; and

(b) it uses all reasonable endeavours to mitigate, overcome or minimise the effects of the Force Majeure Event concerned,
and that if the period of delay or non-performance continues for six months or more, the party not affected may terminate this Agreement by giving not less than 14 days’ written notice to the other party.

18.1 In order to protect the legitimate business interests of AJT, the Client covenants with AJT that it shall not, except with the prior written consent of AJT, employ or otherwise facilitate the employment or engagement of any person who has been employed or engaged by AJT during the term of this Agreement.

18.2 The Client shall be bound by the Covenant set out in clause 18.1 during the term of this Agreement and for a period of 12 months after termination or expiry of this Agreement.

18.3 If an AJT employee is engaged in full time employment by the Client or by any third party introduced by the Client, it is agreed the Client shall pay a compensatory fee to AJT the equivalent of 40% of the annual remuneration package (including benefits and commission) of the employee in question.

19.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

19.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

20.1 If any provision or part-provision of this Agreement is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.

20.2 If any provision or part-provision of this Agreement is deemed deleted under clause 20.1, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

21.1 This Agreement constitutes the entire agreement between the parties and supersedes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

21.2 Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

21.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

21.4 No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

22.1 The Supplier may at any time assign, transfer, charge, sub-contract, or deal in any other manner with all or any of its rights and obligations under this Agreement without the consent of the Client.

22.2 The Client shall not, without the prior written consent of AJT, assign, transfer, charge, sub-contract, or deal in any other manner with any of its rights or obligations under this Agreement.

23.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties or (except as expressly provided) constitute any party the agent of another party nor authorise any party to make or enter into any commitments for or on behalf of any other party.

23.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

24.1 This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

24.2 The rights of the parties to rescind or vary this Agreement are not subject to the consent of any other person.

25.1 Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

26.1 Any notice given to a party under or in connection with this Agreement shall be in writing and shall be:

(a) delivered by hand or by pre-paid first-class post or other next Business Day delivery service at its registered office; or

(b) sent by email to the following addresses (or an address substituted in writing by the party to be served):

(i) Party 1: hello@ajt.support

(ii) Party 2: [EMAIL ADDRESS].

26.2 Any notice shall be deemed to have been received:

(a) if delivered by hand, at the time the notice is left at the proper address;

(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

(c) if sent by email, at the time of transmission, or, if this time falls outside Normal Business Hours in the place of receipt, when Normal Business Hours resume.

26.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

27.1 If a dispute arises under or in connection with this Agreement (Dispute), including any Dispute arising out of any amount due to a party, then before bringing any legal proceedings or commencing any other alternative dispute resolution procedure in connection with such Dispute, the parties must first discuss and negotiate to resolve the Dispute, acting reasonably and in good faith. All reasonable requests for relevant information relating to the Dispute made by one party to the other party shall be complied with as soon as reasonably practicable.

27.2 If the parties are unable to resolve the Dispute within 30 days, either party may proceed with any other available remedy.

27.3 Notwithstanding any other provision of this Agreement, a party may seek interim or other equitable relief necessary (including an injunction) where damages would be an inadequate remedy.

28.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

28.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

This Agreement has been entered into on the Effective Date.