The Engineers Network Ltd. (Company Number: 6034990) whose registered office is at Number 5, The Business Quarter, Eco Park Road, Ludlow, Shropshire, SY8 1FD(“The Engineers Network”);

The Engineers Network is a provider of an internet software as a service solution. This Agreement sets out the terms which have been agreed between The Engineers Network and the Client for the provision of such Internet services and shall be supplemented from time to time by Schedules setting out specific details of such services requested by the Client.

In this Agreement, unless the context requires otherwise, the following words shall have the following meanings:
"Abuse Complaint" is a complaint, either by The Engineers Network or a third party, about the Client’s use of the Services;
“TEN” The Engineers Network
“TEN Office” means any of the internet based portals provided by TEN;
“TEN Mobile” means the mobile device side application;
“Mobile device” means the remote device used by engineers to run TEN Mobile;
"TEN Adminstrator" is defined as a TEN member of staff with competence in providing technical service to the TEN product family;
"Hardware" means the servers, firewalls, equipment, cabling and systems provided by TEN’s dedicated service provider;
"IP" means Internet Protocol;
"IPRs" means any and all intellectual property rights including without limit any and all patents, design rights, database rights, copyright, know-how, moral rights, trade secrets, confidential information, trade marks, service marks, trade names and goodwill;
"Latency" is defined as the mean time for a packet to be transmitted between two points in the TEN Network;
“SLA” means Service Level Agreement;
“KPI” means Key performance indicator;
“Dedicated server provider” relates to the company responsible for housing and servicing the production network and services;
"Notified Maintenance" means essential maintenance to be carried out by TEN in relation to the Services, Hardware and/or Software, which has been notified to the Client;
"Power Availability" is defined as the percentage of time the power is available over a calendar month;
"Response Time" is defined as the time from the Client making a Support Call to an Engineer commencing work on the Services;
"Schedule" means the schedules and/or Internet/telephone orders to this Agreement from time to time, describing the services requested by the Client;
"Scheduled Maintenance" is defined as maintenance necessary for the continued provision of service, including but not limited to network upgrades and security updates;
"Services" means the TEN services described in any Schedule made hereunder and which are supplied or to be supplied by TEN on and subject to the terms of this Agreement and any schedules made hereunder;
"Software" means the computer software provided by The Engineers Network in connection with the Services;
"Support Call" is defined as a telephone call by the Client to The Engineers Network’s telephone number, published on www.engineersnetwork.co.uk;

The Services shall be as described in this Agreement and any associated Schedules. All Schedules shall be deemed to be an offer from the Client and shall only be deemed accepted by TEN when counter-signed by an authorised representative of TEN. In the event of any conflict between any provision in this Agreement and those in the Schedule then the provision in the Schedule shall prevail. The Client, where the Client an individual, or the person entering into this Agreement on behalf of the Client, where the Client is an entity, warrants that they are 18 years of age or older, and capable and authorised to enter into this Agreement. TEN reserves the right at any time and from time to time to amend, improve or correct the services, Software and/or Hardware that support TEN Office and TEN Mobile (or any part thereof) provided that such modification does not materially affect the overall quality of the Services. TEN shall endeavour to give the Client reasonable notice of such modifications but this may not always be possible and TEN shall not be liable to the Client or to any third party for any such modification or any failure to give such notice TEN reserves the right at its sole discretion to suspend the Services (temporarily or permanently) on the occurrence of any unscheduled maintenance or any of the following (each of the following shall be a "Suspension Events"):
(i) Notified Maintenance;
(ii) issue by any competent authority of an order which is binding on TEN and which affects the Services and which can only be dealt with properly by suspension of the Services;
(iii) if the Client fails to pay any amounts due under this Agreement when they are due;
(iv) if any events occur which would entitle TEN to terminate this Agreement and
(v) TEN determines in its sole discretion that such suspension is necessary to protect all and any Internet solutions provided by TEN from time to time.
It is The Client’s responsibility to maintain their data for accuracy and correctness. The Client is liable for any legal contracts or end user license agreements based on the data held by The Client either on TEN Mobile or TEN Office or associated systems.
In the event of a server crash, once notified, TEN will endeavour to restart the service as soon as possible but offer no timed guarantee.
It is the responsibility to The Client to ensure only authorised personnel have access to any of the TEN services.
TEN have no right to distribution of your data either electronically or by any other means unless with express written permission from The Client.
TEN reserve the right to from time to time search the data and make available business contact list with respect to regulatory requirement, product recall, national security or regulatory KPI.
It is the Client’s responsibility to maintain and to enter their engineer contact email address, postal address, telephone number and qualification. It is the responsibility of The Client to ensure the right engineers are allocated to work.
TEN can not be held responsible for how the TEN systems or its associated data is used.
This Agreement together with the Schedule constitutes the whole and only agreement and understanding between the parties relating to its subject matter and supersedes and extinguishes any drafts, agreements, undertakings, representations, warranties and arrangements of any nature whatsoever, whether or not in writing, between the parties in connection with the subject matter of this Agreement whether existing prior to or at the same time as this Agreement. The Agreement will be on these conditions only, to the exclusion of any other terms and conditions (including any terms and conditions which the Client purports to apply under any purchase order, confirmation of order, specification or other document). The Client’s terms and conditions shall not apply to this Agreement.

This Agreement shall come into effect upon the date of this Agreement and, subject to the provisions of this Agreement shall continue in force for an initial term of 12 months from the date the Services are available to the Client and indefinitely after that until terminated by either party giving not less than 30 days prior written notice to expire on or after the expiry date of the initial term. Without prejudice to any other rights to which TEN is entitled, TEN may give notice in writing to the Client terminating this Agreement with immediate effect if:
1. the Client commits any material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of being notified of the breach;
2. an order is made or a resolution is passed for the winding up of the Client;
3. an order is made for the appointment of an administrator to manage the affairs, business and property of the Client or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the Client or notice of intention to appoint an administrator is given by the Client or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act (1986);
4. a receiver is appointed of any of the Client’s assets or undertaking or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the Client or if any other person takes possession of or sells the Client’s assets;
5. the Client makes any arrangement or composition with its creditors or makes an application to a court of competent jurisdiction for the protection of its creditors in any way;
6. there is a change of the ability to direct the affairs of the Client whether by virtue of the ownership of shares, contract or otherwise of the Client;
7. the Client purports to assign its rights or obligations under this Agreement.
For the avoidance of doubt and without limitation, a breach of any of any of the payment provisions contained in this Agreement is a material breach for the purposes of this Agreement.
Refunds will be given only at the discretion of TEN.

Under Regulation 10 of The Consumer Protection (Distance Selling) Regulations 2000, the Client may have the right to cancel this Agreement for seven working days after the day after this Agreement has been concluded. However, it is agreed between TEN and the Client that the Services may commence before the end of that cancellation period, and then the Client will lose the right to cancel from the date that TEN provides the Client with the access details of the Services.

Maintenance and support of the system is the responsibility of TEN and is dedicated service provider. TEN will ensure the Hardware as adequate protection from power loss, virus infection and security breach. TEN will provide a data back up policy whereby back up files are held off site from the servers and instantly accessible to the TEN administrators. TEN will ensure full and transactional database back ups will be taken offsite every 15 minutes; from time to time TEN will review this frequency and can alter the frequency without warning. The dedicated service provider guarantees gas suppression, uninterrupted power supply protection and independent emergency power generation and onsite security to the server Hardware. Maintenance and accuracy of the The Client’s data is the responsibility of The Client.
TEN do not accept any liability for any loss or damage caused to The Client’s third party supplied Hardware, Mobile device and Software.
TEN will provide current firewall and virus/Trojan protection on all servers but cannot guarantee absolute protection.

Physical access or remote access to the servers and/or their Software will not be granted to The Client at any time. Access to the server, server software will be grant to TEN administrators and the Dedicated Server Provide administrators only.
Access to TEN Office and TEN Mobile is strictly via the TEN Office or TEN Mobile software applications. The Client is responsible to their employee security and access to either TEN Mobile or TEN Office. TEN reserves the right to restrict a TEN Office or TEN Mobile user account without notice for any reason deem to be a risk to the service.
ACCEPTABLE USE POLICY TEN’ Acceptable Use Policy ("Policy") is intended to help protect the TEN service, TEN clients and the Internet community in general from irresponsible or, in some cases, illegal activities, and the Client agrees to be bound by the Policy.
1. The Client shall not, nor shall they permit, enable, or assist others (except as to end users) and they shall make commercially reasonable efforts not to allow their end users, to use the Services for any breach of any applicable law or generally accepted transmission or application protocols applicable to the Internet or any part of it or to anything connected to it or to any user of it.
Such prohibited use includes but is not limited to the following:
a. civil infringement of and/or criminal offences relating to copyright, trade marks or any other intellectual property right in any jurisdiction; or
b. commission of any criminal offence or any similar legislation in any country; or
c. use of the Service in any manner which is a violation or infringement of any rights of any kind or nature (whether like to any of the foregoing or otherwise) of any person, firm or company; or
d. allowing access to unauthorised users of TEN Office or TEN Mobile from either The Client or TEN; or
e. forgery of data or documentation in any form; or
f. any activity that potentially could harm TEN, its clients’, including but not limited to traffic flooding, malicious overflows, etc; or
g. any activity that TEN decides at its absolute discretion is an unsuitable use of the Services. 2. The Client is responsible for:
a. The activities of its personnel, by accepting service from TEN, are agreeing to ensure that its personnel abide by this Policy. If irresponsible or illegal activity continues, even after TEN tries to communicate with the Client, then the Client may be subject to an appropriate action in order to stop those activities.
3. The Client warrants that it will respond to any Abuse Complaints within 48 hours.

The Client shall pay the price for the Services as set out in the Schedule. An initial payment is required before any set-up work is carried out or any work specific to The Client. TEN invoices for regular payments annually in advance, unless otherwise agreed in writing.
All prices quoted to the Client for the provision of services by TEN are exclusive of any value added tax (VAT) for which the Client may be additionally liable at the applicable rate. Where the Services are purchased with an annually payment plan, this fee is payable immediately.
The price and all other amounts due under the Schedule shall be paid by the Client by the due date as specified in TEN's invoice. Payment shall only be deemed received by TEN upon receipt of cleared funds. Payment shall be made in full without any abatement, set off or deduction without written agreement. TEN reserves the right to suspend the Services in case of late payment. Any exercise by TEN of its right to suspend the Services in the case of late payment shall be without prejudice to any other of its rights under this agreement. Notwithstanding suspension of the Services by TEN the Client shall continue to pay the price for the Services in accordance with the terms of this Agreement until this Agreement is terminated in accordance with the terms of this Agreement. TEN understands and will exercise its statutory right to interest and debt recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998 if not paid according to agreed terms.
The Engineers Network reserves the right to send overdue accounts to a debt collection agency. All charges involved in the collection of overdue accounts will be payable by the Client.

TEN is not in a position to assess any consequential loss which the Client may suffer as a result of any failure of the Services, or any other default on the part of TEN’s services and it would be impractical and uneconomic for TEN to insure against such liability. Accordingly it is the responsibility of the Client to properly assess any consequential loss that it and/or its clients may suffer and to obtain and maintain adequate insurance in relation to such losses. The Client shall also ensure that it has adequate insurance cover in relation to any loss or damage which may be caused to TEN and/or its clients through the negligence or default of the Client, its employees, agents, or equipment. The Client shall, as and when requested, provide TEN with such evidence as The Engineers Network may require in relation to the Client’s insurance.

The Client agrees to, subject to a limit of three times the annual value of this Agreement or £100,000 whichever is greater, indemnify and keep The Engineers Network, its subsidiaries, affiliates, officers, partners and employees fully indemnified from and against all actions, demands, costs (on a full indemnity basis), losses, penalties, damages, liability, claims and expenses (including but not limited to legal fees) whatsoever incurred by it or them and arising from any of the following: (i) the Clients breach of this Agreement or its negligence or other act, omission or default; (ii) the Clients use or misuse of the Services; (iiii) the Client infringing (whether innocently or knowingly) third party rights (including without limit IPRs).

Nothing in the Agreement shall exclude or limit the liability of TEN for death or personal injury resulting from its negligence or fraudulent misrepresentation nor affect the statutory rights of consumers.
The Client acknowledges that the allocation of risk in this Agreement reflects the price paid for the Services, Hardware and Software and that it is not within the control of TEN how or for what purposes they are used. If any exclusion or limit of liability in this Agreement is held to be invalid and TEN becomes liable for loss or damage that may lawfully be limited then such liability shall be limited to the amount paid by the Client for the Services.
TEN shall have no liability to the Client for any loss arising from any material, data or instructions supplied whether digitally or otherwise by the Client or on its behalf which is incomplete, inaccurate, illegible, out of sequence or in the wrong form or arising from late arrival or non-arrival or any other fault by the Client or on its behalf.
No action, claim or demand arising out of or in connection with this Agreement may be brought by the Client against TEN more than one year after the cause of action has occurred.
Neither TEN nor anyone else who has been involved in the creation, production or supply of the Services, Hardware or Software shall be liable to the Client or any other person for any loss in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever and whatever the cause thereof by reason of or in connection with this Agreement or the Services, Hardware or Software for any:
(i) economic loss of any kind whatsoever, or
(ii) loss of profit, data, business contracts, revenues or anticipated savings, or
(iii) damage to the Client's reputation or goodwill, or
(iv) loss resulting from any claim made by any third party, or
(v) special, indirect or consequential loss or damage of any nature whatsoever, and the Client shall indemnify TEN from and against any claim which may be made against TEN in respect thereof. Some jurisdictions do not allow the exclusion or limitation of implied warranties or of liability for consequential or incidental damages and therefore the above may not apply to the Client.