Master Service Terms
Novahub Master Service Terms
1 Scope of Terms
This agreement sets out Novahub Master Service Terms and applies to Novahub Ltd. ‘We’ or ‘Us’ or ‘Novahub’ refers to Novahub Ltd. This agreement may be changed by Novahub at any time. Any revised agreement will be loaded to this page.
This Agreement:
a) supersedes any prior Agreements, proposals, representations and undertakings between the parties in relation to its subject matter; and
b) constitutes the entire Agreement between the parties relating to its subject matter; and
c) includes but is not limited to the terms and conditions for the supply of Equipment and Managed Services.
d) does not include terms for connectivity services provided by 3rd party Communication Providers (additional terms apply).
2 Definition and Interpretation
“Acceptance Period” means the period when the Customer has access to the Equipment for any Acceptance Testing.
“Acceptance Testing” means any testing, verification or inspection which the Customer may want to carry out at their own discretion.
“Finance Partner” means a financing company approved by Novahub to provide financing for the Equipment.
“Agreement” means the Agreement between the Company and the Customer which incorporates these Terms and Conditions, the Services Agreement and the Schedules.
“Company” means Novahub Limited (Company No. 04514190).
“Confidential Information” means all information that each party provides to the other which is either expressed to be confidential or by its very nature is confidential including but not limited to know how and trade secrets and the contents of this Agreement.
“Coverage Hours” means the hours specified in the Schedules or, if no hours are specified then, the hours of 9:00 a.m. and 5:00 p.m. on Monday to Friday excluding bank holidays.
“Customer” means the Customer specified in this Agreement.
“Enhancement” or “Up-grade” means the addition to the Equipment of memory, co-processors, optional cards, manufacturer’s modifications and/or any other changes to the technical specifications or configuration of the Equipment.
“Equipment” means the Equipment explicitly and specifically listed in the Schedules.
“Estimated Delivery Date” means the estimated delivery date specified in the Order Form.
“Fee” or “Fees” means the charges specified in Clause 3.0 General Payment Terms and the Schedules together with any additional charges which may become payable due to Upgrade or Enhancements.
“Fix” means the engineer will arrive at the Site Address in accordance with the Coverage Hours and the Service Level specified in the Schedules. The Fix Service Level is based on a clearly identifiable hardware failure. For all unidentifiable faults that require further diagnostics the Service Level automatically becomes a Response.
“Handover Date” means the date at which the Company deems the Equipment is ready for operation and is released to the Customer.
“Incident” means an unplanned interruption to the normal operation of the Equipment.
“Internet Services” means internet connection, hosting and telecommunication data services.
“Integration Period” means a period of 21 days after confirmed receipt of a purchase order or completion of any installation.
“Renewal Date” means the date on which the Term (or any renewal of the Term) expires.
“Response” means an engineer on-site, the engineer will arrive at the Site Address in accordance with the Coverage Hours and the Service Level specified in the Schedules. The Service Level commences with the Company’s problem diagnosis and determination that remedial on-site service is required and ending when the engineer arrives onsite.
“Schedules” means an explicit and complete list of Equipment at the Site Address and includes the Managed Services and Service Level as agreed by the Customer and the Company from time to time.
“Services Agreement” means the specific scope of the Managed Service and Equipment for each specific Customer’s solution as agreed by the Customer and the Company from time to time.
“Service Commencement Date” means the date from which the Company is under an obligation to provide the Managed Services to the Customer as specified in the Schedules.
“Service Level” means the Service Level relating to Fix or Response and specified in the Schedules.
“Site Address” means the address set out in the Schedules being the location where the Equipment is installed and operated.
“Managed Services” means the supply of services, support and cloud platforms designed to handle the daily operations of your specialised infrastructure and applications providing the capability to your company and end-users.
“Term” means the period during which the Managed Services are to be provided on the terms of this Agreement and as referred to in the Schedules and the initial Term shall be as stated in the Schedule.
“Upgrades” means an enhancement to features or capabilities or performance of the Equipment.
“Vendor” means the original manufacturer of the equipment.
3 Managed Service
3.1. The Managed Service will be provided as specified on the Services Agreement and Schedules.
3.2. Generally, the Company will:
a) monitor and manage Equipment, and work with customer to resolve connectivity issues as it pertains to Internet access;
b) manage any support requests, issues coordination, communication and resolution, and follow-up on all appropriate tickets outside of accepted operating levels; and,
c) assign qualified resource(s) (e.g., having technical, process, and/or management experience) to perform the Managed Services.
3.3. The Company warrants that it will perform the Managed Services with reasonable skill and care and will exercise that degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person engaged in the same type of undertaking under the same or similar circumstances.
3.4. All work carried out shall be acknowledged by the signature of a person holding position of sufficient authority at the time of signing.
3.5. If there is a failure or deficiency in the supply of the Managed Services by the Company, the Customer shall always notify the Company in writing of the same providing sufficient details of the failure or deficiency and the Customer shall provide the Company with reasonable opportunity to correct such failure or deficiency.
3.6. The Company shall have no obligation to provide any Managed Services or meet any Service Level Agreements in relation to problems or issues with the Equipment which result from or are connected with:
a) any failure of the Customer or any of its employees to comply with the terms of this Agreement or any user manual or other documentation supplied by the Company or the Vendor;
b) visits to premises other than the Site Address;
c) any use of the Equipment by the Customer in conjunction with any other equipment or any software not previously approved by the Company;
d) electrical work external to the Equipment;
e) maintenance of equipment not forming part of the Equipment or of accessories to the Equipment not supplied by the Company;
f) the attachment or removal of accessories, attachments or other devices by the Customer or a third party;
g) the supply and fitting of consumable accessories such as ribbons, tapes or disks;
h) painting, refurbishing or cleaning the exterior of the Equipment;
i) reconditioning or replacement of the Equipment or parts thereof;
j) placing the Equipment into proper working condition at the commencement of the Term if the Equipment has not been supplied by the Company;
k) relocation of the Equipment;
l) the installation of an operating software upgrade or any other work in relation to any firmware/software loaded onto the Equipment or used by the Customer in conjunction with the Equipment;
m) use of inappropriate software in conjunction with the Equipment;
n) wilful damage to or negligent use of the Equipment;
o) providing the Managed Services outside the Coverage Hours.
3.7. The Customer will be responsible for all taxes, surcharges, assessments or other charges imposed upon or relating to the provision or use of the Managed Service.
3.8. Any other regulated services not listed herein which are provided by the Company to Customer, shall be governed by the rates, terms, and conditions of the appropriate tariff or service agreement. The Company shall comply with all applicable laws, rules, regulations, ordinances, and codes (collectively, “Legal Requirements”) in connection with the provision of the Managed Service.
3.9. Customer grants to the Company the right to provide telecommunications equipment and services at the Customer’s location(s).
4 Pricing
4.1. The Company will review its pricing from time to time and will provide at least 30 days notice of any price changes. Saving Clause 4.2, any pricing changes will not come into effect during the minimum term.
4.2 If an increase is due to an increase in the charges the Company has to pay to a third-party Communications Provider, the Company can increase the charges where necessary during the minimum period after giving you 30 days notice.
4.3. The Company shall provide a separate quote at its discretion for any requirements which fall outside the identified Managed Service or Schedule as identified in the Service Agreement including costs for additional work, equipment and sites visits.
5 Equipment
5.1. For all Equipment purchased outright by the Customer and paid in full by the Customer:
a) risk in the Equipment shall pass to the Customer upon delivery of the Equipment to the Site Address.
b) ownership to the Equipment shall pass to the Customer upon the later of delivery of the Equipment to the Site Address and payment by the Customer of the Fees.
5.2. For all Equipment not purchase outright by the Customer which is supplied as part of the Managed Service:
a) the Company may decide at its own discretion to outsource some or all of the cost of the Equipment to a Finance Partner which is approved by the Company who may conduct separate credit and pricing assessment of the Customer. Any separate terms presented by the Finance Partner will be made available to the Customer and this Agreement shall not be valid until the Customers provides their consent to such terms.
b) the Customer authorizes the Company to provide the Equipment and agrees that the Equipment is the sole and exclusive property of the Company or its Finance Partner and this agreement does not grant the Customer any rights to the Equipment except as expressly set forth herein.
c) the Customer is granted a non-exclusive, non-transferable limited license to use the equipment (“Equipment”) in accordance with this agreement.
d) in the event the Customer wishes to take ownership of the Equipment after the minimum-term, a Fee of 1% of the original cost or 1 months payment (whichever is higher) will apply.
e) the Customer will be responsible for all loss, theft or physical damage to the Equipment.
5.3. If any additional or upgraded Equipment is identified during the term, a new Schedule and pricing would need to be reviewed and agreed.
5.4. The Customer agrees to give the Company access during regular business hours, or at any time in the event of an emergency, to service or remove the Equipment at the Company’s sole discretion.
6 General Payment Terms
6.1. Any invoices rendered by the Company shall be paid by the Customer in full (without any set off or other deduction) within 30 days of the date of the invoice.
6.2. In the event of additional Fees becoming due, those Fees will be charged at such rates as the Company shall from time to time specify.
6.3. All sums payable to the Company under this Agreement shall become due immediately on its termination, despite any other provision. This Clause 3.0 is without prejudice to any right to claim for interest under the law, or any such right under this Agreement.
6.4. The Company may, without prejudice to any other rights it may have, set off any liability of the Customer to the Company against any liability of the Company to the Customer.
6.5. If the Customer fails to pay the Fees or any other sums due under this Agreement by the relevant due date, the Company reserves the right to charge interest at a daily rate on all sums outstanding until payment in full is received whether before or after judgment at a rate of 4% above the base rate of Barclays Bank plc from time to time. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
6.6. All amounts payable under this Agreement are exclusive of Value Added Tax or any other applicable sales, use or similar taxes arising out of or in connection with this Agreement and the Customer shall be responsible for all such taxes other than taxes imposed based on The Company’s income.
7 Liability
7.1. This Clause sets out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors) to the Customer in respect of:
a) any breach of this Agreement;
b) any use made by the Customer of the Managed Services, the Equipment or any part of them; and
c) any representation, statement or tortuous act or omission (including negligence) arising under or in connection with this Agreement.
7.2. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.
7.3. Nothing in this Agreement limits or excludes the liability of the Company:
a) for death or personal injury resulting from negligence; or
b) for any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by the Company.
7.4. Subject to Clause 7.2 and Clause 7.3 the Company shall not be liable for:
a) loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of goods, loss of contract, loss of use, loss of corruption of data or information,
b) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
7.5. Subject to Clause 7.2 and Clause 7.3, the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of this Agreement shall be limited for any one Incident or series of connected Incidents to the greater of either £500 or the sums paid by the customer to the Company under this agreement.
7.6. The Company is not liable for manufacturer’s defects or the resultant use thereof.
7.7. The Company shall have no liability to any end-user (whether defined in the Schedules or not) with whom the Customer contracts with in connection with any goods or services provided to such end-user, and the Customer shall indemnify and keep indemnified the Company in respect of any claims, demands, liabilities, costs, actions, damages, legal fees and expenses incurred by the Company in respect of any matters arising therefrom.
7.8. In no circumstances shall the Company be liable to the Customer whether in contract, tort, negligence, breach of statutory duty or otherwise in respect of loss of profits, revenue, goodwill, business opportunity, loss of or cost of restoration of data or for use of any results obtained by use of the software or any other indirect, consequential, financial or economic loss or damage costs or expenses whatever or however arising out of or in connection with this agreement, the customer’s use of the equipment or the provision of the Managed Services.
7.9. In no circumstances shall the Company be liable to the customer in respect of any failure of or inability to use the Managed Service where such failure or inability does not result directly from any failure of the Company to fulfil its obligations under this agreement.
7.10. In no circumstances shall the Company be liable to the customer in respect of any content on or linked to any web-page of the Managed Service accessible via the equipment or any customisation of such content by the Company or otherwise.
8 Term and Termination
8.1. The Agreement may be terminated by the Customer on 60 days written notice to the Company and the Customer shall pay to the Company the Fees due up to the date of such termination (the “Termination Date”).
8.2. The Company may terminate the Agreement on 60 days written notice to the Customer provided that such notice extends the termination date beyond the end of the minimum term.
8.3. Upon termination of this agreement by either party the Customer shall pay forthwith to the Company and/or its Finance Partner without deduction or set-off all Fees and other charges payable (including the Fees set out in the schedules or Services Agreement in their entirety and whether or not invoiced) equal to all remaining amounts due or to become due, including but not limited to all monthly charges for which Customer would have been responsible for up to the Termination Date if the Customer had not terminated prior to the expiration the minimum term.
8.4. Without prejudice to any other right or remedy contained in this Agreement or otherwise, the Company may terminate this Agreement immediately without liability to the Customer:
a) in the event of the non-payment by the Customer of any sums due to the Company on the due date for payment pursuant to this Agreement; or
b) if the Customer shall be liquidated wound up or have a petition for winding up presented against it or have its assets sequestrated or pass a resolution for winding up or summon a meeting to pass any such resolution or have a Receiver or Administrator appointed or if the Customer shall convene a meeting of his or its creditors or execute a Deed of Trust or Assignment in favour of or enter into or attempt to enter into any arrangement or composition with his or its creditors or if any steps should be taken to levy a distress or if a distress should be levied or threatened to be levied on any goods of or in the possession of the Customer of rent rates or taxes or if any steps should be taken by a judgement creditor of the Customer to levy execution or other legal process upon the goods of or in the possession of the Customer; or
c) the Customer commits a material breach of any of the material terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days; or
d) the Customer 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; or
e) the Customer suspends, or threatens to suspend, payment of its debts, is unable to pay its debts as they fall due, admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;or
f) an application is made to court, or an order is made, for the appointment of an administrator, a notice of intention to appoint an administrator is given, or an administrator is appointed over the Customer; or
g) a floating charge holder over the assets of the Customer has become entitled to appoint, or has appointed, an administrative receiver; or
h) a person becomes entitled to appoint a receiver over the assets of the Customer, or a receiver is appointed over the assets of the Customer; or
i) the Customer suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.
8.5. The termination of this Agreement (whether under this Clause or otherwise) shall not relieve either party of any obligation already incurred under this Agreement and failure by the Company in any one or more instances to terminate this Agreement on account of any default or breach by the Customer shall not constitute a waiver of the same or of any default or breach.
9 Data Protection
9.1. The Customer acknowledges and agrees that details of the Customer’s name, address and payment record may be submitted to a credit reference agency, and personal data in relation to the Customer, and where that Customer is a company or business, any personal data in relation to its employees, which is provided by the Customer to the Company, will be processed by and on behalf of the Company.
9.2. Where the Customer provides personal data to the Company in relation to the Customer’s employees, the Customer warrants that it is not in breach of any statutes, other legal requirement or contractual obligation in relation to that personal data, and the supplier shall indemnify the Company in respect of any action brought in relation to the provisions of personal data.
10 Force Majeure
10.1. Either party, provided that it has complied with the provisions of this Agreement, shall not be in breach of this Agreement, nor liable for any failure or delay in performance of any obligations under this Agreement arising from or attributable to acts, events, omissions or accidents beyond its reasonable control (Force Majeure Event), including but not limited to any of the following:
a) acts of God, including but not limited to fire, flood, earthquake, windstorm or other natural disaster;
b) war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions;
c) terrorist attack, civil war, civil commotion or riots;
d) nuclear, chemical or biological contamination or sonic boom;
e) compliance with any law (including a failure to grant any licence or consent needed or any change in the law or interpretation of the law);
f) fire, explosion or accidental damage;
g) loss at sea;
h) adverse weather conditions;
i) collapse of building structures, failure of plant machinery, machinery, computers or vehicles;
j) any labour dispute, including but not limited to strikes, industrial action or lockouts;
k) non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this Clause); and
l) interruption or failure of utility service, including but not limited to electric power, gas or water.
10.2. The corresponding obligations of the other party will be suspended to the same extent.
10.3. Any party that is subject to a Force Majeure Event shall not be in breach of this Agreement provided that:
a) it promptly notifies the other party in writing of the nature and extent of the Force Majeure Event causing its failure or delay in performance; and
b) it has used reasonable endeavours to mitigate the effect of the Force Majeure Event, to carry out its obligations under this Agreement in any way that is reasonably practicable and to resume the performance of its obligations as soon as reasonably possible.
10.4. If the Force Majeure Event prevails for a continuous period of more than two months, either party may terminate this Agreement by giving seven days’ written notice to the other party. On the expiry of this notice period, this Agreement will terminate. Such termination shall be without prejudice to the rights of the parties in respect of any breach of this Agreement occurring prior to such termination.
11 Entire Agreement
11.1. This Agreement and any documents referred to in it (including the Schedules) constitute the whole Agreement between the parties and supersede any previous arrangement, understanding or Agreement between them relating to the subject matter of this Agreement.
11.2. Each party acknowledges that, in entering into this Agreement and the documents referred to in it, it does not rely on any statement, representation, assurance or warranty (Representation) of any person (whether a party to this Agreement or not) other than as expressly set out in this Agreement or those documents. Each party agrees that the only remedies available to it arising out of or in connection with a Representation shall be for breach of contract as provided in this Agreement.
11.3. Nothing in this Clause shall limit or exclude any liability for fraud.
11.4. The Company may withdraw this agreement with immediate effect where any party is proved to be offering, promising or giving a bribe or requesting, agreeing to receive or accepting a bribe or bribing a foreign or public official in connection with the Managed Services within this agreement or that of the company’s intelligence contrary to the Bribery Act 2011.
11.5. It is acknowledged that the Company promotes its Managed Services by means of promotional and sponsored events where customer and suppler interaction is invited to attend this in no way constitutes any bribe, offering or promise.
12 General
12.1. This Agreement shall not be assigned or transferred in any manner by the Customer without the prior written consent of the Company and any such assignment or transfer shall not excuse either party from liability for the due performance and observance of any provision expressed herein on their part to be observed or performed up to the date of assignment or transfer. The consent of the Company shall not be unreasonably withheld. The Company shall be entitled to assign or transfer the benefit of the Agreement.
12.2. The Customer hereby waives all and any existing and future claims and rights of set off against any payment due hereunder and agrees to pay the Fees and other amounts due hereunder regardless of any equitable set off or cross claim the Customer may have against the Company.
12.3. The Agreement between the Company and the Customer may only be amended or supplemented in writing executed jointly by an authorised representative of the Customer and an authorised representative of the Company.
12.4. The Company reserves the right to sub contract the maintenance of any part of or all of the Equipment to third parties.
12.5. The Company is not responsible for delays due to common couriers.
12.6. The invalidity or unenforceable of any particular provision of this Agreement shall not affect the other provisions hereof and this Agreement shall be construed in all respects as if such invalid or unenforceable provision had been omitted.
12.7. Any notice or other document to be given by delivering the same by hand or by sending the same pre-paid registered post or facsimile to the address of the relevant party set out in this Agreement or to such other address as such party may have notified in writing to the address as such party may have notified in writing to the other. Any notice delivered by hand shall be deemed delivered the same working day and any notice sent by post shall be deemed in the absence of evidence of earlier receipt to have been delivered 2 working days after dispatch, and in proving the fact of dispatch it shall be sufficient to show that the envelope containing such notice was properly addressed, stamped and posted. Any notice sent by facsimile shall be deemed to have been delivered on the first working day following its dispatch. The working day shall be construed as Monday to Friday 09.00 to 17.00 hours, excluding Public and Bank holidays.
12.8. No term of this Agreement is intended expressly or by implication or other inference to purport to confer a benefit or right of action upon any third party. No such third party (whether or not in existence at the date of this Agreement) is named or described herein. The Contracts (Rights of Third Parties) Act 1999 is expressly excluded to the fullest extent permitted by law.
12.9. This Agreement shall be governed and construed in accordance with the Laws of England and the parties submit to the jurisdiction of the English Courts.
12.10. The Customer warrants to the Company that the performance of the Managed Services by Company will not in any way constitute an infringement or other violation of any Intellectual Property Right of any third party.
Version 5.0 – Dec 2022