1.INTERPRETATION

The definitions and rules of interpretation in this condition apply in these terms and conditions

1.1 Definitions

Client: the person, firm or company who purchases Services from the Client – also referred to as You within the Contract.

Contract: the Customer’s purchase order and the Supplier’s acceptance of it under Clause 3.

Halo Solutions Ltd: the entire legal and beneficial owner of the Software [Halo] (R) and all Halo Solutions Training Packages.

Deliverables:  all products and materials developed by the Supplier in relation to the Service in any media, including, without limitation, computer programs, data, diagrams, reports and specifications.

Hardware: Any electronic items provided by us such as iPhones, RG Handsets, RG Tablets, Battery Cases, Laptops, Televisions or other products as agreed in advance.

Intellectual Property Rights:  patents, rights to inventions, copyright and related rights, trademarks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including without limitation know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and including without limitation all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Services: the services to supply the Hardware/Software/Training specified in The Proposal or as under the Contract.

Software: Halo System.

Supplier: Halo Solutions Ltd – also referred to as Us within the Contract.

2. APPLICATIONS OF CONDITIONS

2.1 These conditions shall

a) apply to and be incorporated in the Contract; and

b) prevail over any inconsistent terms or conditions contained in, or referred to in, the Client purchase order, confirmation of order, or specification, or implied

c) No addition to, variation of, exclusion or attempted exclusion of any term of the Contract shall be binding on the Supplier unless in writing and signed by a duly authorised representative of the Supplier.

3. EFFECT OF PURCHASE ORDER

3.1 The Client’s purchase order constitutes an offer by the Client to purchase the Services specified in it on these conditions; accordingly, the execution and return of the acknowledgement copy of the purchase order form by the Supplier, or the Supplier’s commencement or execution of work pursuant to the purchase order, shall establish a contract for the supply and purchase of those Services on these conditions. The Clients standard terms and conditions (if any) attached to, enclosed with, or referred to in, the purchase order shall not govern the Contract.

4. SUPPLIER’S OBLIGATIONS

4.1 The Supplier shall use reasonable endeavours to manage the Software and to deliver the Deliverables to the Client.

4.2 If the Supplier has to cancel for exceptional or unforeseen circumstances they will provide as much notice as possible and offer a postponement of the Service free of charge unless it is impracticable to do so in which case a full refund for the Service or the part of the Service which was cancelled will be provided by the supplier within [28] days.

4.3 We are not responsible for any failure of the Service due to a lack of available local infrastructure such as too much data being put through the local phone masts restricting our performance or the lack of available 3G/4G/5G phone signal. It is beyond our control and sphere of influence and is the responsibility of the network owner/local/national government.

5. CLIENT’S OBLIGATIONS

5.1 The Client shall:

a) co-operate with the Supplier in all matters relating to the Service

b) provide in a timely manner such access to the Client’s premises and data, and such office accommodation and other facilities, as is requested by the Supplier;

c) provide in a timely manner such information as the Supplier may request, and ensure that such information is accurate in all material respects; and

d) be responsible (at its own cost) for preparing the relevant premises for the supply of the Services.

5.2 If the Supplier’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Client or the Client’s agents, sub-contractors or employees, the Client shall in all circumstances be liable to pay to the Supplier on demand all reasonable costs, charges or losses sustained or incurred by it (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property, injury to or death of any person and loss of opportunity to deploy resources elsewhere), subject to the Supplier confirming such costs, charges and losses to the Client in writing.

5.3 The Customer shall not, without the prior written consent of the Supplier, at any time from the date of the Contract to the expiry of 1 year after the completion of the Services, solicit or entice away from the Supplier or employ or attempt to employ any person who is, or has been, engaged as an employee or sub-contractor of the Supplier, except that the Customer shall not be in breach of this Clause 5.3if it hires an employee or sub-contractor of the Supplier as a result of a recruitment campaign not specifically targeted to any employees or sub-contractors of the Supplier, except that the Customer shall not be in breach of this condition 5.3 if it hires an employee or sub-contractor of the Supplier as a result of a recruitment campaign not specifically targeted to any employees or sub-contractors of the Supplier.

5.4 Any consent given by the Supplier in accordance with Clause 5.3 shall be subject to the Customer paying to the Supplier on demand a sum equivalent to 20% of the then current annual remuneration of the Supplier’s employee or sub-contractor or, if higher, 20% of the annual remuneration to be paid by the Customer to such employee or sub-contractor.

5.5 You shall keep the Software confidential.

5.6 You shall supervise and control use of the Software/Hardware by Your employees and make sure that they use the Software/Hardware in accordance with these terms.

5.7 You shall limit access to the Software/ Hardware to those employees who need to use it.

5.8 You shall notify us immediately should you become aware of any unauthorised use of the whole or any part of the Software/Hardware.

5.9 You shall notify us immediately if you become aware of a breach of Your Data Integrity

5.10 You have no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software in whole or in part.

5.11 You acknowledge that the Hardware is undamaged and in good working order and You will return them in the same condition.

5.12 If hiring for a prolonged period of time You shall be responsible to ensure the latest version of mobile phone operating software and latest version of Halo is regularly updated and your browser cache is regularly cleared to optimise the service of the system on both web and mobile services.

6. CHARGES AND PAYMENT

6.1 The Client shall pay each invoice submitted to it by the Supplier in full, and in cleared funds, 28 days prior to commencement;

a) the Service is not confirmed until full payment has been received and therefore may be subject to cancellation.

6.2 Without prejudice to any other right or remedy that the Supplier may have, if the customer fails to pay the Supplier on the due date the Supplier may;

a) charge interest on such sum from the due date for payment at the annual rate of [8]% above the base lending rate from time to time of Bank of England, accruing on a daily basis and being compounded quarterly until payment is made, inclusive of any third party debt recovery charges, whether before or after any judgment; and

b) suspend all Services until payment has been made in full.

6.3 Time for payment shall be of the essence of the Contract.

6.4 All payments payable to the Supplier under the Contract shall become due immediately on termination of the Contract, despite any other provision. This condition is without prejudice to any right to claim for interest under the law, or any such right under the Contract.

6.5 All amounts due under this agreement shall be paid by the Client to the Supplier in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). The Supplier may, without prejudice to any other rights it may have, set off any liability of the Client to the Supplier against any liability of the Supplier to the Client.

6.6 If Crest Planning has to commence debt recovery proceedings then all costs associated with appointing a third-party recovery agent will form part of the total amount claimed, in addition to whatever the original amount of debt was. It is not expected that Halo Solutions will pay to recover its own debts when this is the fault of the debtor.

6.7 Where applicable, subject to the Client’s Company filing for bankruptcy Halo Solutions reserves the right to recover its debts personally from the Directors and the signing of this agreement forms part of the Directors Guarantee for obtaining the service.

7. ADDITIONAL CHARGES

7.1 Additional charges will be brought if the following circumstances are realised:

a) Postponing the service with 14 days’ notice or more will attract an administration fee of 5% of the gross amount. A service can only be postponed for 90 days beyond the original booking date.

b) Postponing the service with less than 14 days’ notice is classed as a cancellation and we reserve the right not to issue a refund.

c) Cancelling the Service with 15 to 27 days’ notice will result in a 50% refund

d) Cancelling the Service with 28 days’ notice or more will result in a 100% refund.

7.2 Additional charges will be applied for using the Software/Hardware to send picture messages, browse the internet or make international phone calls. We consent to our data packages and standard UK phone calls and text messages only being used for the sole purpose of the Software and use outside the Software will attract additional charges.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 All Intellectual Property Rights and all other rights arising out or in connection with the Service including any bespoke software shall be owned by the Supplier. Unless agreed otherwise in writing by the Directors of Halo Solutions Ltd you shall have no rights in or to them other than the right to use in accordance with the contract. The Supplier hereby licenses all such rights to the Client free of charge and on a non-exclusive, non-transferable and worldwide basis to such extent as is necessary to enable the Client to make reasonable use of the Service as is envisaged by the parties. If the Supplier terminates the Contract under clause 12 this licence will automatically terminate.

9. CONFIDENTIALITY AND DATA PROTECTION

9.1 The Client shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Customer by the Supplier or its agents, and any other confidential information concerning the Supplier’s business or its products which the Customer may obtain. The Customer shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know it for the purpose of discharging the Customer’s obligations to the Supplier, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the Customer.

9.2 Each party may be given access to confidential information from the other party in order to perform its obligations under this agreement. A party’s confidential information shall not be deemed to include information that:

a) is or becomes publicly known other than through any act or omission of the receiving party;

b) was in the other party’s lawful possession before the disclosure;

c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure;

d) is independently developed by the receiving party, which independent development can be shown by written evidence.

9.3 Subject to clause 9.5, each party shall hold the other’s confidential information in confidence and not make the other’s confidential information available to any third party, or use the other’s confidential information for any purpose other than the implementation of this agreement.

9.4 Each party shall take all reasonable steps to ensure that the other’s confidential information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.

9.5 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 or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 9.5, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

9.6 All materials, equipment and tools, drawings, specifications and data supplied by the Supplier to the Customer shall at all times be and remain the exclusive property of the Supplier, but shall be held by the Customer in safe custody at its own risk and maintained and kept in good condition by the Customer until returned to the Supplier, and shall not be disposed of or used other than in accordance with the Supplier’s written instructions or authorisation.

9.7 The above provision of this clause 9 shall survive termination of the Contract, however arising.

9.8 The Supplier and The Customer agree and undertake that at all times they will comply with (as applicable) the obligations under the Data Protection Act 1998 and EU General Data Protection Regulation 2018 in relation to all personal data we share with each other under or in connection with this contract. Where either party processes personal data on behalf of the other, such party will only process it as instructed by the other from time to time (both parties acting reasonably).

9.9 The Customer agrees to the sharing of non-sensitive/non-compromising information for purposes of positive sales and marketing by The Supplier, including but not limited to success stories of the implementation of the Software or Training, sharing of The Customer logo or event particulars, still and moving images as necessary. The sharing of this information will be in the format of social media, online or printed press releases in multiple marketing channels.

10. INSURANCE, LIMITATION AND LIABILITY

10.1  No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

11. LOSS / ACCIDENTAL DAMAGE / VANDALISM TO CREST PLANNING AND LTD HARDWARE

11.1 If accidental loss, damage or vandalism (caused by any party other than Halo Solutions Ltd) occurs to the Halo Solutions Ltd Hardware, Halo Solutions Ltd will repair or replace Hardware and You will be liable for such costs. Where the item cannot be repaired, a standard fee for replacement of £350 shall be applied.

12. TERMINATION

12.1 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Contract without liability to the other if;

a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than [seven] days after being notified in writing to make such payment;

b) the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of [14] days after being notified in writing to do so;

c) [the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;]

d) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

e) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

g) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the other party;

h) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;

i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;

k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.1(d) to clause 11.1(j) (inclusive);

l) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).

13. FORCE MAJEURE

13.1 Except for payments, The Supplier shall not in any circumstances have any liability to the Customer under the Contract if it is prevented from, or delayed in, performing its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, government actions, war, civil disturbance, insurrection, sabotage, labour shortages or disputes, subcontractors, transportation difficulties or shortage of energy, raw materials or equipment, act of God (including without limit earthquakes, floods, tornados, fires, extreme adverse weather conditions and other natural disasters). In the event of any such failure to perform or delay the date of delivery will be deferred for a period equal to the time lost by reason of the force majeure.

13.2 The effected parties shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for [number] [weeks or months], the party not affected may terminate this agreement by giving [number] [days] written notice to the effected party.

14. WAIVER

14.1 No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

15. RIGHTS AND REMEDIES

15.1 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.

16. SEVERANCE

16.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

16.2 If any provision or part-provision of this agreement is deemed deleted under clause 16.1, the parties shall negotiate in good faith to amend such provision that, , to the greatest extent possible, achieves the intended commercial result of the original provision.

17. ENTIRE AGREEMENT

17.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

17.2 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.

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

18. ASSIGNMENT

18.1 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.

18.2 The Supplier may at any time assign, transfer, charge, sub-contract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.

a) Such consent should not be unreasonably withheld or delayed and any attempted transfer, assignment or delegation without such consent will be void and without effect.

19. THIRD PARTY RIGHTS

19.1 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.

20. NOTICES

20.1 Any notice or other communication given to a party under or in connection with this contract shall be in writing and shall be:

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

20.2 Any notice or communication shall be deemed to have been received:

a) if delivered by hand, on signature of a delivery receipt or 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 at the time recorded by the delivery service;

20.3 This condition 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. For the purposes of this condition, “writing” shall not include email.

21. GOVERNING LAW

21.1 The contract and any disputes or claims arising out of or in connection with it or its subject matter or formation (including without limitation non-contractual disputes or claims) are governed by and construed in accordance with the law of England and Wales

22. JURISDICTION

22.1 The contract and any disputes or claims arising out of or in connection with it or its subject matter or formation (including without limitation non-contractual disputes or claims) are governed by and construed in accordance with the law of England and Wales.

23. SEVERABILITY

23.1 If any clause in this contract (or any part of any clause) is found to be invalid, illegal, or unenforceable, that will not affect the enforceability of the rest.