Terms & Conditions

Version 2.4.11

1. These Terms and Conditions apply to the provision of the services by 4N6 Ltd, a company registered in England and Wales under number 15477135 whose registered office is at 5th Floor, 167-169 Great Portland Street, London, W1W 5PF (we, us or our) to the person or body corporate buying the services (you, your or Customer).

2. You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions, any Supplementary Terms, any addenda and our quotation (together, the Contract) are the entire agreement between us.

3. Supplementary Terms for specific products, services or groups of products or services will be published from time to time on our website at https://www.4n6.io/terms/

4. You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

Interpretation

5. A "business day" means any day other than a Saturday, Sunday or bank holiday in England and Wales.

6. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.

7. Words imparting the singular number shall include the plural and vice-versa.

Services

8. We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable legal, regulatory or safety requirement, and we will notify you if this is necessary.

9. We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.

10. All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.

Your Obligations

11. You must obtain any permissions, consents, licences or otherwise that we need and must provide us with access to any and all relevant information, materials, properties, internet access at your premises and any other matters which we need to provide the Services.

12. If you do not comply with clause 11, we can terminate the Services.

13. We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations).

Fees

14. The fees (Fees) for the Services are set out on our website or in the quotation.

15. In addition to the Fees, we can recover from you:

• where you require our attendance, a flat rate as detailed in our current applicable rates;
• where you require our attendance in a remote location, in addition to the relevant flat rate, excess reasonable incidental expenses including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses;
• the cost of services provided by third parties and required by us for the performance of the Services; and
• the cost of any materials required for the provision of the Services.

16. You must pay us for any additional services provided by us that are not specified in the quotation in accordance with our current applicable rates in effect at the time of performance or such other rate as may be agreed between us. Our current applicable rates may be provided to you on request and are subject to change from time to time. The provisions of clause 15 also apply to these additional services.

17. Any additional fees due under clauses 15 or 16 shall not require your prior consent should the total additional fees be less than £500 or less than 50% of the quotation, whichever is the greater. Any additional fees above the aforementioned limit will require notification and acceptance, in accordance with the clauses below (Communications, and Cancellation and Amendment) unless agreed otherwise.

18. The Fees are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.

Cancellation and Amendment

19. We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have not started, within a period of 14 days from the date of the quotation.

20. Either we or you can cancel an order for any reason prior to your acceptance of the quotation.

21. If you want to amend any details of the Services you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you.

22. If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party's control), we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.

Payment

23. We will invoice you for payment of the Fees:

• when we have completed the Services;
• on the invoice dates set out in the quotation; or
• immediately if you order Services via our website.

24. Should you require special billing arrangements or usage of an invoicing or procurement portal we may, at our absolute discretion, charge an administration fee of £25 on each invoice.

25. You must pay the Fees due within 30 days of the date of our invoice or otherwise in accordance with any credit terms agreed between us.

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

27. We reserve the right to claim interest, compensation and reasonable costs under the Late Payment of Commercial Debts (Interest) Act 1998 and it is agreed that the term implied by that Act shall apply after any judgment or arbitration decision as well as before. Any reference to the Late Payment of Commercial Debts (Interest) Act 1998 is also a reference to any amendment, modification or re-enactment of it.

28. All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.

29. If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you.

30. Receipts for payment will be issued by us only at your request.

31. All payments must be made in British Pounds Sterling unless otherwise agreed in writing between us.

Sub-contracting and Assignment

32. We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.

33. You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.

Termination

34. We can terminate the provision of the Services immediately if you:

• commit a material breach of your obligations under these Terms and Conditions;
• fail to make payment of any amount due under the Contract by the due date for payment;
• are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of an insolvent debtor;
• enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors;
• issue a notice in accordance with section 114 of the Local Government Finance Act 1988; or
• convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.

Intellectual Property

35. We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.

Liability and Indemnity

36. Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this section.

37. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:

• any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control;
• any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or
• any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.

38. You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.

39. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.

40. Notwithstanding the above limitations of liability, we will at our own cost maintain, with insurance companies authorised by the Financial Conduct Authority (or any successor regulatory authority), a policy or policies of insurance providing as a minimum the following levels of cover in aggregate for each policy period not exceeding one calendar year or in relation to any one claim or series of connected claims as decided by our insurer(s):

• public liability insurance with a limit of indemnity of not less than £5 million;
• employer liability insurance with a limit of indemnity of not less than £5 million; and
• professional indemnity insurance with a limit of indemnity of not less than £2 million.

Data Protection

41. When supplying the Services to the Customer, we may gain access to and/or acquire the ability to transfer, store or process personal data held by the Customer.

42. The parties agree that where such processing of personal data takes place, the Customer shall be the 'data controller' and we shall be the 'data processor' as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.

43. For the avoidance of doubt, 'Personal Data', 'Processing', 'Data Controller', 'Data Processor' and 'Data Subject' shall have the same meaning as in the GDPR.

44. We shall only Process Personal Data to the extent reasonably required to enable it to supply the Services as mentioned in these Terms and Conditions or as requested by and agreed with the Customer, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or for any third party's purposes.

45. We shall not disclose Personal Data to any third parties other than employees, directors, agents, sub-contractors or advisers on a strict 'need-to-know' basis and only under the same (or more extensive) conditions as set out in these Terms and Conditions or to the extent required by applicable legislation or regulations.

46. We shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by us on your behalf.

47. Further information about our approach to data protection are specified in our Privacy Policy. For any enquiries or complaints regarding data privacy, you can email: [email protected]

Circumstances Beyond a Party's Control

48. Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.

Communications

49. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).

50. Notices shall be deemed to have been duly given:

• when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
• when sent, if transmitted by email and a successful transmission report or return receipt is generated;
• on the third business day following mailing, if mailed by national first class mail;
• on the fifth business day following mailing, if mailed by national second class mail; or
• on the tenth business day following mailing, if mailed by international airmail.

51. All notices under these Terms and Conditions must be addressed to the most recent postal address or email address notified to the other party.

Non Solicitation

52. You shall not during the course of this Contract or for a period of 9 months from the date of termination solicit or offer any inducement to work for you to any consultant or employee of ours that you had contact with during the performance of the Contract.

No waiver

53. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.

Severance

54. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).

Law, Jurisdiction and Dispute Resolution

55. These Terms and Conditions shall be governed by and interpreted according to the law of England and Wales.

56. If either party becomes dissatisfied with an action, a failure to take action or any other matter they should notify the dissatisfaction in writing to the other party as soon as reasonably practicable after the party became aware of the action, or aware that action had not been taken. Customers should refer to the Customer Feedback procedures.

57. Any remaining dispute or difference (including non-contractual disputes or claims) arising out of or in connection with this Contract shall be determined by the appointment of a single arbitrator to be agreed between the parties, or failing agreement within 14 days, after either party has given to the other a written request to concur in the appointment of an arbitrator, by an arbitrator to be appointed by the President or a Vice President of the Chartered Institute of Arbitrators. The seat of the arbitration shall be England and Wales. The fees of the arbitrator and the Chartered Institute of Arbitrators will be shared between parties, and each party will be responsible for their own costs.