These Terms and Conditions set out the terms on which CRISTAL ITS LIMITED, with registered company number 11830114, whose registered office is 71 – 75 Shelton Street, London WC2H 9JQ (“Cristal ITS”) will supply the goods and/or services set out in an Accepted Order. 

By submitting an Order to Cristal ITS, accepting a Quotation from Cristal ITS, paying an invoice submitted by Cristal ITS or otherwise accepting these terms, you agree to be bound by the terms herein.

 

IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 In these Terms and Conditions the following words shall have the following meanings:

“Acceptable Use Policy” has the meaning given to it in clause 5.2;

“Accepted Order” means an Order that has been accepted by Cristal ITS in writing or by email, or by commencement of the provision of the Services or Goods.

“Charges” means the charges payable by the Client to Cristal ITS for the provision of the Services and/or Goods, as set out in the Accepted Order(s).

“Data Protection Laws” means either (i) until the date of implementation of the General Data Protection Regulation, the Data Protection Act 1998 or (ii) after the date of implementation of the General Data Protection Regulation, the General Data Projection Regulation, and in both cases all other applicable data protection legislation in force from time to time.

“Documentation” means all operating manuals, user manuals and user documentation and any other documentation provided to the Client by Cristal ITS or its suppliers which is associated with the use or provision of the Services or Goods.

“Goods” means the goods set out in the Accepted Order(s).

“Force Majeure” means acts of God, war, hostilities, riot, fire, explosion, accident, flood, sabotage, lack of adequate power, failure of telecommunications networks, raw materials or labour, failure of a supplier, strike, lock-out or injunction compliance with governmental laws, regulations or orders, sickness or indisposition of key Cristal ITS employees, inability (through no fault of Cristal ITS) to obtain necessary permissions or consents, or any other cause whether or not of the class or kind enumerated which affects performance of an Accepted Order arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of the party affected.

“Infrastructure” means the software and hardware infrastructure, as set out in the Accepted Order(s).

"Intellectual Property Rights" means any and all patents, trademarks, service marks, copyright, moral rights, rights in design, know-how, confidential information and all or any other intellectual or industrial property rights whether or not registered or capable of registration and whether subsisting in the United Kingdom or any other part of the world together with all or any goodwill relating to the same.

“Order” means either (i) an order for the provision of Services or Goods submitted by the Client to Cristal ITS; (ii) the acceptance by the Client of a Quotation; or (iii) in the absence of a separate order or quotation, the payment by the Client of any invoice from Cristal ITS.

“Quotation” means a quotation order for the provision of Services or Goods which has been prepared by Cristal ITS and delivered to the Client (in hard copy or electronic form). Unless otherwise specifically set out to the contrary in a Quotation, all Quotations shall be valid for fourteen (14) days from the date of issue. Thereafter, the Client’s ability to accept the Quotation shall be at the sole discretion of Cristal ITS.

“Services” means the services to be provided by Cristal ITS as set out in all relevant Accepted Order(s).

1.2 The Accepted Order(s) shall form part of, and shall be subject to, these Terms and Conditions.

1.3 The headings are included for convenience only and shall not affect the interpretation or construction of these Terms and Conditions.

1.4 Any undertaking by the Client not to do any act or thing shall be deemed to include an undertaking that the Client shall not permit or suffer the doing of that act or thing,

1.5 The expressions “Client” and “Cristal ITS” shall be deemed to include their respective successors and permitted assignees and their respective employees and agents.

1.6 The words “written” and “in writing” shall be interpreted to include email communication.

1.7 The masculine includes the feminine and the neuter, and the singular includes the plural and vice versa as the context shall admit or require. The expression "person" means any individual, firm, body corporate, unincorporated association, partnership, government, state or agency of a state or joint venture.

1.8 The words "include", "includes", "including" and "included" will be construed without limitation unless inconsistent with the context.

1.9 References in these Terms and Conditions or an Accepted Order to the provisions of statutes or statutory instruments are deemed to include those provisions as amended or substituted form time to time.

2. ORDER PROCESS

2.1 Each Order shall be deemed to be an offer by the Client subject to the terms of these Terms and Conditions and all additional terms referred to in the applicable Order. The Client shall procure that each Order is complete and accurate and includes full details of the required Services and/or Goods, including but not limited to exact requirements of the Services and/or Goods, any Client hardware or software to be used to access and use the Services and/or Goods, any Client information and data affected by the Services and/or Goods. A binding contract shall not come into existence between Cristal ITS and the Client until acceptance of an Order by Cristal ITS.

2.2 Acceptance of an Order by Cristal ITS shall be deemed to have occurred on the earlier of: (i) provision by Cristal ITS of the signed Order or an email or other written notification of acceptance of the Order; (ii) where applicable, notification by Cristal ITS that the Services have been activated; or, (iii) if applicable, provision by Cristal ITS of the Goods or Services. Cristal ITS may reject an Order for any reason, in which case Cristal ITS shall notify the Client that the Order has been rejected.

2.3 The binding contract shall relate only to those Services and Goods outlined in an Accepted Order.

3. SERVICES

3.1 Cristal ITS shall provide, or procure the provision of the Services to the Client as set out in the Accepted Order(s). The parties may agree amendments to an Accepted Order only by the submission and acceptance by both parties of new or replacement Order for the Services.

3.2 Client hereby acknowledges that the Services may contain, or make use of, certain third party software components. Unless otherwise expressly stated by Cristal ITS or through the Services, Cristal ITS, not such third party service provider, provides the Services to the Client pursuant to these Terms and Conditions and any Accepted Order(s).

3.3 Cristal ITS will use reasonable endeavours to provide the Services promptly, having regard to the availability of personnel, necessary supplies, third party software components required and facilities & commitments to other Clients. All dates or times quoted for commencement or completion of any part of the Services are estimates only and should not be relied upon by the Client.

3.4 Services may be provided onsite or remotely via the Client’s internet connection or by telephone, at Cristal ITS’s sole option. Client acknowledges and accepts that were such support is required in relation to any part of the Services reliant on third party software components, that the provision of such support may be delayed dependent on the length of time it takes for that third party software component provider to assist Cristal ITS. Where, in Cristal ITS’s sole and reasonable opinion, it is necessary and/or desirable for the Client to install remote support software, such software will be provided by Cristal ITS. 

3.5 Cristal ITS shall be entitled to make variations and additions to the Services from time to time, acting reasonably, for operational reasons (provided that these do not materially, adversely affect the Services), to comply with any legal or regulatory obligation or for any other reason.

3.6 In the event that a third party software component providers varies, amends or ceases provision of certain software components required by Cristal ITS to continue providing the Services in accordance with an Accepted Order, the parties shall enter into a new updated Order for those Services, taking account of such varied, amended or unavailable third party software component. Where the parties do not agree a new Order for those Services within ninety (90) days of Cristal ITS notifying Client of such change, Cristal ITS shall be entitled to terminate that Accepted Order on thirty (30) days written notice to Client at any time.

3.7 Without prejudice to Cristal ITS’s other remedies, Cristal ITS may suspend all or part of the Services without prior notice if Cristal ITS reasonably believes the circumstances justify this to protect itself or others, to comply with any law, where the Client has failed to pay any Charges, where the Client has in Cristal ITS’s reasonable opinion breached any aspect of the Acceptable Use Policy or if any events occur which would entitle Cristal ITS to terminate an Accepted Order. In making the decision to suspend the Services, Cristal ITS is not obliged to consider the cost or damage to the Client that may be caused by suspension of the Services to the Client. Cristal ITS may also suspend all or part of the Services to carry out maintenance where, in Cristal ITS’s reasonable opinion, it is necessary or desirable to do so. Unless Cristal ITS believes immediate suspension of the Services is required, Cristal ITS shall provide the Client with as much prior notice as is reasonably practicable.

4. GOODS

4.1 Cristal ITS will use reasonable endeavours to procure that delivery of the Goods is carried out in accordance with the applicable Accepted Order. Cristal ITS may deliver the Goods set out in an Accepted Order by instalments, which may be invoiced and paid for separately. References in these Terms and Conditions to Accepted Orders shall, where applicable, be read as references to instalments.

4.2 Delays in the delivery of Goods shall not entitle the Client to refuse to take delivery of the Goods, claim damages or terminate that Accepted Order.

4.3 If the Client fails to take delivery of an Order on the delivery date, delivery of the Order shall be deemed to have been completed at 9.00 am on the delivery date and Cristal ITS shall store the Order until delivery takes place, and charge the Client for all related costs and expenses (including insurance).

4.4 Subject to clause 4.6, the Client may only reject Goods delivered to it where notice of rejection is given to Cristal ITS:

4.4.1 in the case of a defect that is apparent on normal visual inspection, within five Business Days of delivery; or

4.4.2 in the case of a latent defect, within a reasonable time of the latent defect having become apparent.

4.4.3 If the Client fails to give notice of rejection in accordance with clause 4.4, it shall be deemed to have accepted such Goods.

4.5 Cristal ITS shall not be liable for a defect in the Goods where:

4.5.1 the Client makes any further use of such Goods after giving notice in accordance with clause 4.4;

4.5.2 the defect arises because the Client failed to follow Cristal ITS's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;

4.5.3 the defect arises as a result of Cristal ITS following any drawing, design or specification supplied by the Client;

4.5.4 the Client alters or repairs such Goods without the written consent of Cristal ITS;

4.5.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

4.5.6 the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

4.6 If the Client rejects Goods under clause 4.4 then the Client shall be entitled to require Cristal ITS to:

4.6.1 repair or replace the rejected Goods; or

4.6.2 repay the price of the rejected Goods in full.

4.6.3 Once Cristal ITS has complied with the Client's request, it shall have no further liability whatsoever to the Client in respect of the defect.

4.7 The terms of these Terms and Conditions and any Accepted Order shall apply to any repaired or replacement Goods supplied by Cristal ITS.

4.8 Risk in Goods shall pass to the Client on delivery.

4.9 Title to Goods shall not pass to the Client until Cristal ITS receives payment in full (in cash or cleared funds) for such Goods.

4.10 Until title to Goods has passed to the Client, the Client shall:

4.11 store such Goods separately from all other goods held by the Client so that they remain readily identifiable as Cristal ITS's property;

4.12 not remove, deface or obscure any identifying mark or packaging on or relating to such Goods; and

4.13 maintain such Goods in satisfactory condition and keep them insured on Cristal ITS's behalf for their full price against all risks with an insurer that is reasonably acceptable to Cristal ITS.

4.14 If before title to Goods passes to the Client the Client becomes subject to any of the events listed in clause 9.3.2 inclusive, then, without limiting any other right or remedy Cristal ITS may have, Cristal ITS may at any time require the Client to deliver up all Goods in its possession and, if the Client fails to do so promptly, enter any premises of the Client or of any third party where the relevant Goods are stored in order to recover them.

5. CLIENT’S OBLIGATIONS

5.1 At all times, throughout the term of an Accepted Order, the Client shall comply with all obligations set out therein and all terms and conditions referred to herein, including but not limited to:

5.2 adhering to the Acceptable Use Policy;

5.3 providing access to the Client's premises and to relevant personnel at the request of Cristal ITS;

5.4 appointing an authorised person who is able to make binding decisions for the Client with regard to all Accepted Orders, including authorising any change to the Services and/or Goods and taking decisions and making information available as requested by Cristal ITS either within the timescales reasonably required by Cristal ITS or in the absence of a required timescale as soon as reasonably practicable following the request being made;

5.5 ensuring that its systems meet any minimum system specifications notified to the Client by Cristal ITS from time to time;

5.6 providing all materials reasonably required by Cristal ITS to enable Cristal ITS to perform its obligations under an Accepted Order and the Client hereby grants to Cristal ITS a worldwide, non-exclusive, royalty free licence to use, store and maintain all material provided to Cristal ITS, or used, stored or processed through the Client’s use of the Services, on Cristal ITS’s servers and publish such material on the internet for the purpose of providing the Services to you. The Client warrants that all such materials will be accurate in all material respects and will not include material which is illegal, the accessing holding transmitting or supplying of which would be a criminal offence or which is otherwise unlawful or in breach of any applicable law or code of practice applying to such materials. In particular, the Client warrants that all necessary licences, consents and waivers (including those from rights owners, performers and other contributors) are obtained and paid for by the Client. The Client warrants that all such material does not infringe the intellectual property rights of any third party and it has the authority to grant the licence in this clause to us and will defend, indemnify and hold us harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Client’s use of the Services and/or Goods or of any claim or action that any such material infringes, or allegedly infringes, the Intellectual Property Rights of a third party. Without prejudice to the foregoing, Cristal ITS may decline to use any materials provided by the Client on any reasonable grounds;

5.6.1 providing reasonable facilities which may be required by Cristal ITS pursuant to these Terms and Conditions and any Accepted Order, including for the avoidance of doubt all equipment and secretarial services necessary for the performance of the Services and delivery of the Goods and so as to enable Cristal ITS to properly fulfil its obligations here-under;

5.6.2 ensuring that it has all necessary consents, permissions and licences to make use of the Services and procuring all necessary rights from third parties (including Intellectual Property Rights licences of computer software and website content) which are from time to time required in order for Cristal ITS to be able legally to provide the Services to the Client;

5.6.3 comply with any security policy notified to it from time to time by Cristal ITS and, in particular, ensure that all passwords and user names provided to it by Cristal ITS are at all times kept confidential, used properly and not disclosed to unauthorised people. If the Client has any reason to believe that any password or user name has become known to someone not authorised to use it or is being or is likely to be used in an unauthorised way or of any other breach of security then the Client will inform Cristal ITS immediately;

5.6.4 being entirely liable for all activities conducted and charges incurred under its passwords and user names whether authorised by it or not and the Client acknowledges that Cristal ITS shall not be liable for any loss of confidentiality or for any damages arising from the Client's inability to comply with these Terms and Conditions. It is the Clients responsibility to ensure that their network is configured in a secure manner. A Client may not, through action or inaction, allow others to use their network for illegal or inappropriate actions. A Client may not permit their network, through action or inaction, to be configured in such a way that gives a third party the capability to use their network in an illegal or inappropriate manner; and

5.6.5 ensuring that all communication details which it provides to Cristal ITS are at all times true, current, accurate and complete. The Client will promptly notify Cristal ITS of any change to such details and acknowledges that Cristal ITS will not be liable for any loss suffered or incurred by the Client as a result of its failure to notify such changes to Cristal ITS. Clients are advised that a failure to at all times have true, accurate and complete communication details may result in the temporary suspension of a Client's account.

6. The Client shall not, and shall procure that its employees, sub-contractors or any third party shall not use the Services:

6.1 in any way prohibited by law, regulation, governmental order or decree;

6.2 to violate the rights of other Clients or users of the Services or any part thereof, including any third party software components;

6.3 to try to gain unauthorised access to or disrupt any service, device, data, account or network;

6.4 to spam or distribute malware;

6.5 in any way that could harm the Services or impair anyone else’s use of the Services, including any third party software component; or

6.6 in any application or situation where failure of the Services, including any third party software component, could lead to the death or serious bodily injury of any person, or to severe physical or environmental damage, together the “Acceptable Use Policy”.

7. Client acknowledges that it shall procure that its employees, sub-contractors or any third party will not:

7.1 be under the age of 18;

7.2 be incapable of legally entering into binding contracts;

7.3 divulge any passwords that allow the Client to have access to the Services to a third party and shall use all reasonable endeavours to keep all passwords confidential and inaccessible to third parties; or

7.4 use or permit the use of the Services or Goods other than in accordance with the relevant Accepted Order and Documentation.

8. Cristal ITS shall not be liable for any loss, damage, delay or failure that results from the delay or failure of the Client to comply with its obligations under these Terms and Conditions or an Accepted Order and the time for performance of Cristal ITS’s obligations under an Accepted Order shall be extended by Cristal ITS a result of any failure or delay by the Client. The Client shall reimburse Cristal ITS on written demand for any costs or losses sustained as a direct or indirect result of the Client’s default under these Terms and Conditions or an Accepted Order.

9. Cristal ITS shall not be responsible for products or services supplied which incorporate or are based upon information or materials supplied by the Client or third parties. Responsibility for decisions taken on the basis of advice given by Cristal ITS will remain with the Client.

10. CHARGES AND PAYMENT

10.1 The Client shall pay the Charges set out in each of the Accepted Order(s), and otherwise arising pursuant to the provisions herein.

10.2 Cristal ITS will issue invoices for all Charges in accordance with the provisions of the Accepted Order.

10.3 The Charges are subject to change at any time. Cristal ITS will notify the Client in writing of any change in the Charges at least thirty (30) days before the change comes into force.

10.4 Unless otherwise expressly set out to the contrary in the applicable Accepted Order, the Client shall pay all expenses reasonably incurred by Cristal ITS that are attributable to the provision of the Services. Such expenses shall include without limitation the cost of travel outside normal business hours to and from supported sites, any reasonable overnight accommodation required in respect of such travel and delivery costs.

10.5 Cristal ITS reserves the right to invoice the Client in advance in respect of all fees payable as disbursements to third parties such as hardware or software vendors. In such cases, all monies paid by the Client shall be held on account by Cristal ITS on behalf of the Client.

10.6 All Charges are exclusive of VAT and all other taxes which shall be payable by the Client.

10.7 Cristal ITS reserves the right to charge the Client interest on any payment not made by the due date as set out in the relevant Accepted Order(s). Interest will be calculated on a daily basis, both before and after any judgement, at the rate of 4% above the base lending rate from time to time of the Bank of England for the period from the date such payment is due until the date on which it is actually paid. Such payment shall be compounded quarterly and payable on demand.

10.8 The acceptance of any monies by Cristal ITS shall not be construed as an acceptance of such monies as the correct and full amount due and owing to Cristal ITS or as a waiver by Cristal ITS of any claims it may have against the Client.

10.9 The Client shall pay the Charges on the due date without set off or deduction of any kind.

10.10 In the event of a bona fide dispute regarding any invoice or other request for payment, the Client shall immediately notify Cristal ITS in writing and the parties shall attempt to promptly and in good faith resolve any dispute regarding amounts owed. Cristal ITS reserves the right to suspend performance of the Services and Goods until the dispute has been resolved.

10.11 Time for payment is of the essence. No payment shall be deemed to have been received until Cristal ITS has received cleared funds.

10.12 Cristal ITS and its suppliers may make a search in relation to the Client 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. Cristal ITS may also make enquiries about the principle directors/proprietors of the Client with a credit reference agency.

11 WARRANTIES AND LIABILITIES

11.1 Client warrants and represents that (i) none of its data or information supplied for use, or accessed or used by Client, in the Services and/or Goods, nor (ii) will its use of the Services and/or Goods, infringe(s) the Intellectual Property Rights of any third party.

11.2 Each of Cristal ITS and the Client warrant to the other that they shall at all times act in accordance with the Data Protection Laws.

11.3 All other warranties, representations, guarantees, conditions and terms, unless expressly set out in these Terms and Conditions or the Accepted Order(s) whether express or implied by statute, common law, trade usage or otherwise and whether written or oral are hereby expressly excluded to the fullest extent permissible by law. 

11.4 Subject to and any contrary provisions expressly set out in any Accepted Order, the maximum aggregate liability of Cristal ITS (including its respective agents and sub-contractors) arising from or in connection with these Terms and Conditions or any Accepted Order, whether arising in contract, tort (including negligence) or otherwise, shall not exceed the total Charges paid by the Client under the relevant Accepted Order in the 12 months prior to the date on which the liability first arose.

11.5 In no event shall Cristal ITS (including its respective agents and sub-contractors) be liable for:

11.5.1 any loss of profits, income, revenue, business, anticipated savings, use, contracts, management time, goodwill or reputation, or any wasted expenditure or business interruption, or loss of software or data (whether direct or indirect); nor

11.5.2 any special, indirect, incidental, punitive, exemplary, or consequential damages arising out of or in connection with an Accepted Order;

11.5.3 whether or not caused by or resulting from its negligence or a breach of its statutory duties or a breach of its obligations howsoever caused even if it is advised of the possibility of such loss.

12 In no event shall Cristal ITS (including its respective agents and sub-contractors) be liable for:

12.1 any defect or default arising from or caused by any unapproved changes made to the Services, Goods and/or Infrastructure or resulting from abnormal usage;

12.2 any unauthorised access to, use of or damage to the Services, Goods and/or Infrastructure by any party other than Cristal ITS;

12.3 any failure of the Services, Goods and/or Infrastructure which results from interference or other use (including inappropriate use, maintenance, development, modification, repairs or adaptation) by the Client or any third party not authorised by Cristal ITS which is not in accordance with standard use of the Services, Goods and/or Infrastructure or Cristal ITS’s specific instructions; or

12.4 any failure of the Services, Goods and/or Infrastructure that is due to any integration or interoperability issues arising with any third party or Client systems or legacy systems (unless Cristal ITS has specifically advised the Client in respect of the same).

12.5 Nothing in these Terms and Conditions shall limit or exclude Cristal ITS’s liability for:

12.6 death or personal injury caused by the negligence of its employees in the performance of an Accepted Order;

12.7 fraud or fraudulent misrepresentation; or

12.8 any matter for which it would be unlawful to exclude or restrict liability.

12.9 In the event that Cristal ITS fails to comply with its obligations under these Terms and Conditions or any Accepted Order then it shall be entitled to be given a reasonable opportunity to correct any errors and re-perform its obligations and provide the Services and/or Goods hereunder.

12.10 Both parties accept that the limitations and exclusions set out in these Terms and Conditions are reasonable having regard to all the circumstances.

13 INDEMNITY

13.1 Each party shall indemnify the other, on a pound for pound basis, for any loss suffered as a result of that party’s breach of the warranties set out at clauses 11.1 and 11.2. For the avoidance of doubt, the limitation at clause 12.4 shall not apply to this clause 13.

13.2 Each party must notify the other promptly of any claim arising out of this clause and must give the other party:

13.3 sole control over the defence and settlement of such claim; and

13.4 reasonable assistance in the defence and settlement of that claim, providing that the party giving such assistance is reimbursed by the other party for its reasonably incurred out of pocket expenses.

14 TERM AND TERMINATION

14.1 These Terms and Conditions shall come into force on the Effective Date and shall remain in force until terminated by either party on the provision of not less than thirty (30) days’ notice in writing (save that no termination may take effect until all Accepted Orders have been completed or terminated and all payments there-under have been received by Cristal ITS), unless terminated earlier in accordance with these terms and conditions.

14.2 The provision of Services may be terminated only in accordance with the terms of the relevant Accepted Order or, where no terms are set out in the relevant Accepted Order, on the provision of ninety (90) days written notice to the other party.

14.3 Either party may terminate all or part of these Terms and Conditions or any Accepted Order immediately on written notice to the other party where: 

14.4 the other party is in material breach of these Terms and Conditions or an Accepted Order and fails (where the breach is capable of remedy) to remedy the breach within 30 days of the receipt of a request in writing to remedy the breach, such request setting out the breach and indicating that failure to remedy the breach may result in termination of these Terms and Conditions or the Accepted Order; or

14.5 the other party becomes the subject of a voluntary arrangement under section 1 of the Insolvency Act 1986, is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, has a receiver, manager, administrator or administrative receiver appointed over all or any parts of its undertaking, assets or income, has passed a resolution for its winding-up, or has a petition presented to any court for its winding-up or for an administration order or has ceased or threatened to cease to trade;

14.6 nothing in this clause 14.3 shall restrict a party’s ability to claim damages for any loss suffered as a result of any termination of these Terms and Conditions or an Accepted Order. 

14.7 Cristal ITS may terminate all or part of these Terms and Conditions or any Accepted Order immediately on written notice to the Client where: 

14.8 there is a change of control (as defined in Section 416 of the Income and Corporation Taxes Act 1988) of the Client or the Client’s parent company; or

14.9 the Client fails to pay to Cristal ITS any sum due under an Accepted Order after the due date for payment.

14.10 Termination of these Terms and Conditions or an Accepted Order shall be without prejudice to any rights of either party arising on or before such termination, which includes without limitation, all sums due to Cristal ITS for Services and/or Goods supplied (including for the avoidance of doubt any Charges incurred in respect of work in progress) prior to the date of termination. 

14.11 The provisions of clauses (to the extent of any unpaid obligations)and any clauses required for their interpretation shall survive the termination of these Terms and Conditions and shall remain in full force and effect.

15 CONFIDENTIALITY

15.1 Each party will (unless contrary to law):

15.2 keep confidential all information obtained from the other under or in connection with these Terms and Conditions and all Accepted Orders ("Information");

15.3 not disclose any Information to any third party without the prior written consent of the other except to such persons and to such extent as may be strictly necessary for the performance of these Terms and Conditions or an Accepted Order;

15.4 not use any Information otherwise than for the purposes of these Terms and Conditions or an Accepted Order.

15.5 These provisions do not apply to Information which:

15.5.1 is or becomes public knowledge (otherwise than by breach of this clause); or

15.5.2 was in the possession of the party concerned without restriction as to its disclosure before receiving it from the disclosing party; or

15.5.3 is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;

15.5.4 and nothing in the above clause prevents either party from disclosing any Information for a proper purpose to a public authority or any regulatory body, or to a court of law in the United Kingdom or elsewhere in legal proceedings, or to its senior management, its auditors, bankers, lawyers or other professional advisers.

15.5.5 The provisions of this clause will continue to apply notwithstanding any termination of these Terms and Conditions.

16 DATA PROTECTION

16.1 In the event that Cristal ITS engage any third party software provider or subcontractor in the provision of the Services and/or Goods, Cristal ITS shall be permitted to allow such third party access to and use of the Client’s data, subject always to that access and use being only that required to provide the Client with the Services and/or Goods and any other use by a third party being prohibited.

16.2 Client hereby grants Cristal ITS the right to transmit Client’s data outside of the EEA to a third party software provider or subcontractor engaged by Cristal ITS in the provision of the Services and/or Goods, provided that Cristal ITS has in place with such third party contractual obligations at least as stringent as those required by Data Protection Laws.

16.3 The Client and Cristal ITS acknowledge and agrees that the Client is the data controller and that Cristal ITS is a data processor in respect of all personal data of Client personnel (as such terms are defined in the Data Protection Laws).   

16.4 Cristal ITS will only process personal data for the purposes of providing the Client with the Services and/or Goods. Cristal ITS has in place and will maintain for the duration of these terms and conditions appropriate technical and organisational measures against the accidental, unauthorised or unlawful processing, destruction, or disclosure of personal data and adequate security programmes and procedures to ensure that unauthorised persons do not have access to any equipment used to process personal data.

17 NON-SOLICITATION

17.1 During the period that these Terms and Conditions are in effect and for a period of twelve (12) months thereafter, the Client agrees not to solicit or to offer employment to any employees of Cristal ITS without the prior written consent of Cristal ITS.

17.2 In the event that the Client breaches clause 17.1, it shall be liable to pay, by way of liquidated damages, immediately on demand, and without prejudice to any other remedy that Cristal ITS may have, the equivalent of twelve (12) months gross salary of the employee so solicited and/or employed. This provision shall be without prejudice to the right to seek injunctive relief.

18 FORCE MAJEURE

18.1 If Cristal ITS is prevented or delayed from or in performing any of its obligations under an Accepted Order by Force Majeure, then:

18.1.1 its obligations under that Accepted Order (or, where the Force Majeure only affects some of the Services, such obligations as relate to those Services) shall be suspended for so long as the Force Majeure continues and to the extent that that party is so prevented, hindered or delayed;

18.1.2 the parties shall, without prejudice to the other provisions of this clause 17.1 consult with a view to taking such steps as may be appropriate to mitigate the effects of such Force Majeure;

18.1.3 Cristal ITS shall use all reasonable endeavours to mitigate the effects of the Force Majeure upon the performance of its obligations under that Accepted Order. 

18.1.4 If any Force Majeure prevails for a continuous period in excess of two (2) calendar months, either party shall be entitled to terminate the affected Accepted Order in its entirety (if the provision of all Services and Goods are affected by Force Majeure) or in part (insofar as it relates to the Services and Goods affected by Force Majeure) by giving not less than ten (10) days’ notice in writing to the other party.

19 GENERAL

19.1 These Terms and Conditions together with the Accepted Order(s) shall constitute the entire agreement and understanding between the parties and supersedes all prior agreements, understandings or arrangements (whether oral or written) relating to their subject matter.

19.2 Each of the parties acknowledges that in entering into these Terms and Conditions or an Accepted Order it has not relied on or been induced by any representation, warranty, undertaking, promise or assurance made or given by any other party or any other person, whether or not in writing, at any time prior to the execution of these Terms and Conditions or an Accepted Order other than those expressly set out in these Terms and Conditions or an Accepted Order.

19.3 If any part of any provision of these Terms and Conditions or an Accepted Order shall be found to be invalid or unenforceable, then the remainder of such provision and all other provisions of these Terms and Conditions and such Accepted Order shall remain valid and enforceable.

19.4 Cristal ITS may alter or amend these Terms and Conditions at any time in the event that a third party software provider engaged by Cristal ITS in the provision of the Services and/or Goods amends, updates or varies their terms and conditions such that these Terms and Conditions are no longer suitable for the Services and/or Goods. In the event that Cristal ITS alters or amends these Terms and Conditions, it shall provide the Client with written notice and a copy of the amended or updated Terms and Conditions. By placing an Order after such amendment, the Client will be deemed to have accepted any amendment to these Terms and Conditions in respect of that Order and all Orders submitted and/or accepted prior to such date. Save as otherwise set out in these terms and conditions or any Accepted Order, no amendment or variation of the terms of these Terms and Conditions shall be effective unless it is made or confirmed in a written document signed by both parties.

19.5 No delay in exercising or non-exercise by either party of any of its rights under or in connection with these Terms and Conditions or an Accepted Order shall operate as a waiver or release of that right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

19.6 Nothing in these Terms and Conditions, the Accepted Order(s) or any document referred to in it or any arrangement contemplated by it shall be construed as creating a partnership between the parties for any purpose whatsoever and neither party shall have the power or authority to bind the other party or impose any obligations on it to the benefit of any third party.

19.7 The parties do not intend any term of these Terms and Condition or any Accepted Order to be enforceable by any third party pursuant to the Contracts (Rights of Third Parties) Act 1999.

19.8 The Client may not assign the benefit or delegate the burden of these Terms and Condition nor any Accepted Order nor sub-license any of its rights thereunder (including to any affiliate companies) without the prior written consent of Cristal ITS. Any consent provided by Cristal ITS under this clause is given on condition that the assignee or licensee, as the case may be, agrees to comply with the terms of these Terms and Conditions and any Accepted Order(s) as if they were the Client. Cristal ITS may assign any or all of its rights and obligations under these Terms and Conditions and any Accepted Order without the consent of the Client, providing that Cristal ITS shall notify the Client of any such assignment. 

19.9 These Terms and Conditions and all Accepted Orders shall be construed in accordance with the laws of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the courts of England to settle any dispute arising out of or in connection with these Terms and Conditions or any Accepted Order.

19.10 Any notice required or permitted under the terms of these Terms and Condition or any Accepted Order or required by law must be in writing and must be: (a) delivered in person; (b) sent by registered mail return, receipt requested; (c) sent by overnight air courier; (d) transmitted by facsimile; or (e) transmitted by email, in each case forwarded to the appropriate address set forth herein or notified to it by the other party. Either party may change its address for notices by written notice to the other party. Notices will be considered to have been given either (i) at the time of actual delivery if in person, (ii) three (3) business days after posting, if by registered mail, (iii) one (1) day after delivery to an overnight air courier service or (iv) the moment of transmission by facsimile or email, with receipt of such facsimile or email confirmed.

 

Acceptable Use Policy

 

This Acceptable Use Policy (AUP) governs your use of our Services and/or any access to or use of our website at www.cristalits.co.uk (Website). Unless otherwise indicated, capitalised terms not defined in this document shall bear the definitions set out in our terms of business which accompany this AUP or via which you linked to this AUP (Terms).

By using or applying for use of our Services and/or the Website, you agree to abide by the terms of this AUP, which is hereby incorporated into any agreement between you and us.

References herein to “our, “we’ or ‘us’ are references to Cristal ITS Limited, with registered company number 11830114 whose registered office is 71 – 75 Shelton Street, London WC2H 9JQ.

Prohibited Uses – Overview

You may use the Services and the Website only for lawful purposes. You may not use them:

• in any way that breaches any applicable local, national or international law or regulation.

• In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.

• for the purpose of harming or attempting to harm anyone, including minors, or in any manner which will, or is likely to, infringe the personal rights of others;

• in any manner that will, or is likely to, infringe the copyright, trademark, trade secret or other intellectual property rights of others;

• to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);

• in connection with any defamatory, indecent, obscene, offensive, threatening or abusive conduct or activity;

• to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, ransomware, worms, time-bombs, bots, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware; or

• in any way that is inconsistent with our Terms.

Specific Prohibitions

Without prejudice to the generality of the principles set out above, unacceptable use includes, but is not limited to, the following:

• use which causes damage, detriment or disruption to our business, including the Services, the Website and/or the business or activities of our clients, or which may generate or create any liability for us or our clients.

• use of any methods or techniques for extracting data from the Services or the Website without our consent (e.g. data scraping or data mining).

• deceptive practices or ways of working.

• actions that restrict or inhibit anyone in their use or enjoyment of the Services or the Website.

• causing or attempting to cause security breaches or disruptions of Internet communications (e.g. accessing data of which you are not an intended recipient, or logging into a server or account that you are not expressly authorized to access).

• executing any form of network monitoring that will intercept data not intended for you.

• circumventing user authentication or security of any host, network or account.

• interfering with or denying service to any user (e.g., denial of service attack).

• using any programme/script/command, or sending messages of any kind, designed to interfere with, or to disable a user's terminal session.

• furnishing false or incorrect data of any kind.

• sending junk mail or other advertising material to individuals who did not specifically request such material.

• exporting or re-exporting data or content in violation of export or import laws or without all required approvals, licenses and exemptions.

Enforcement

We will determine, in our discretion, whether there has been a breach of this AUP. When a breach has occurred, we may take such action as we deem appropriate.

Failure to comply with this AUP constitutes a material breach of the Terms, and may result in our taking all or any of the following actions:

• Immediate, temporary or permanent withdrawal of your right to use the Services and/or the Website.

• Immediate, temporary or permanent removal of any data, content or other material provided by you.

• Issue of a warning to you.

• Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.

• Further legal action against you.

• Disclosure of such information to law enforcement and other regulatory authorities.

We exclude liability for actions taken in response to breaches of this AUP. The responses described in this policy are not limited, and we may take any other action we reasonably deem appropriate.

Changes to this Policy

We may revise this acceptable use policy at any time by amending this page. Amendments shall automatically come into effect 30 days after being posted on the Website unless you notify us that you do not agree to any of the proposed amendments. Some of the provisions contained in this AUP may also be superseded by provisions or notices published elsewhere on our Website.

Waiver and Severance

Any failure or delay in exercising or enforcing this Policy shall not constitute a waiver of this Policy or of any other right or remedy.

Questions?

If you have any questions concerning compliance with this AUP, please contact us at enquiries@cristalits.co.uk