Terms and Conditions

Version: 1.1 (02 November, 2025)

GENERAL

1.1. These terms and conditions (hereinafter called “the Terms”) apply to all Agreements entered into between the M Technology Consultants and the Customer for the supply of Goods and Services to the Customer.

1.2. The Customer shall be deemed to have read, understood, and agreed to the Terms before entering into the Contract with M Technology Consultants; All Orders are accepted on the Terms, which supersede ALL others of whatever nature unless expressly agreed otherwise in writing M Technology Consultants.

1.3. These Terms may only be amended or varied with M Technology Consultant’s agreement in writing. The Parties agree that these Terms will prevail notwithstanding any conflicting or additional terms or any Orders or other notifications submitted by the Customer.

1.4. Words of a technical nature used in these Terms will (unless inconsistent with the context) be construed following general trade use in the computer industry in the United Kingdom.

1.5. Headings in these Terms are for convenience only and do not affect the interpretation.

1.6. Failure by either party to exercise or enforce any rights, or the giving of any forbearance, delay or indulgence, will not be construed as a waiver of its rights under these Terms or otherwise nor will any single or partial exercise thereof preclude any further or subsequent exercise.

1.7. For the Terms, communications made between M Technology Consultants and the Customer by electronic mail shall be regarded as made in writing and signed by the party sending the electronic mail communication.

1.8. M Technology Consultants reserves the right to correct any clerical or typographical errors made by its employees at any time.

1.9. Any reference to a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality); and

1.10. Any reference to the company includes any company, corporation or other body corporate, wherever and however.

1.11. The parties hereby agree that a person who is not a party to this agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 (as amended, modified or supplemented from time to time) to enforce any of these Terms.
ORDER OF PRIORITY

2.1. If there is a conflict between any of the provisions of the Order Form or any of the Service Conditions (including any Special Conditions and Service Terms incorporated therein and the conflict will be resolved according to the following order of priority:

2.1.1. First: the Order Form;

2.1.2. Second: these General Conditions.
SERVICE CONTRACT PROCESS

3.1. relationship of the Parties in relation to any Services provided by M Technology Consultants and this Clause sets out the procedure for the Customer to request the provision of Services from M Technology Consultants under the Service Conditions.

3.2. As soon as reasonably practicable on receipt of a written request from the Customer or of acceptance of a quotation, M Technology Consultants shall:

3.3. These General Conditions govern the overall

3.3.1. either notify the Customer that it is not able to provide the requested Service; or

3.3.2. complete a draft Order Form which shall include the relevant Services Conditions and any Special Conditions for the Service and shall submit the draft Order Form to the Customer for its written approval.

3.4. An Order Form shall not enter into force, be legally binding or have any other effect unless the Order Form has been authorised by representatives of both Parties to it.

3.5. On signature, each Order Form shall form a separate contract between the Parties; and shall incorporate these General Conditions; Service Conditions and Special Conditions.
TERM OF ORDER FORMS

4.1. Each Order Form shall come into force on the applicable Commencement Date and shall continue, unless terminated earlier in accordance with its terms.
M TECHNOLOGY CONSULTANTS SUPPLIER OBLIGATIONS

5.1. M Technology Consultants shall supply the Services in accordance with the Agreement.

5.2. M Technology Consultants shall provide the Services from the Commencement Date.

5.3. M Technology Consultants shall use all reasonable endeavours to meet any performance dates specified in the Agreement, always provided that if no performance dates are so specified M Technology Consultants shall perform the Services promptly and within a reasonable time.

5.4. In supplying the Services, M Technology Consultants shall use reasonable skill, care, and diligence to:

5.4.1. provide the Services (including any Set-Up Services) and to deliver the Deliverables to the Customer in accordance with the Agreement;

5.4.2. meet the Project Phase on the dates and times specified in the relevant Service Specification to the agreed acceptance criteria, but any such dates shall be estimates only and time for performance by M Technology Consultants shall not be of the essence of the Agreement;

5.4.3. comply with any Service Levels set out in the relevant Service Conditions;

5.4.4. comply with any Exit Plan set out in the relevant Service Conditions;

5.4.5. ensure that personnel in the Project Team are suitably skilled and experienced to perform tasks assigned to them, and are sufficient in number to ensure that M Technology Consultants’ obligations are fulfilled;

5.4.6. obtain, and maintain all consents, licences and permissions (statutory, regulatory, contractual or otherwise) it requires and which are necessary to enable it to comply with its obligations in the Agreement;

5.4.7. observe all health and safety rules and regulations and any other security requirements and/or other relevant regulations that apply the Customer’s personnel at any of the Customer’s Premises and that have been communicated to it, provided that it shall not be liable if, as a result of such compliance, it is in breach of any of its obligations under the Agreement;

5.4.8. at the Customer’s additional cost comply with the reasonable regulatory requests for information or audit inspection emanating from the Customer’s regulatory bodies;

5.4.9. at the Customer’s additional cost liaise with and provide reasonable assistance in relation to the Services to any nominated third parties as reasonably requested by the Customer; and

5.4.10. use reasonable endeavours to ensure that the Services are operated in accordance with recognised best industry practice.
THIRD PARTY SERVICES

6.1. In relation to any Third Party Services which form part of the Agreement:

6.1.1. M Technology Consultants will use reasonable efforts to monitor and supervise the supply of such Third Party Services, but M Technology Consultants shall not otherwise be responsible for or liable for any malfunction, failure, non-operation, default or non-availability of such Third Party Services, save as expressly provided in the relevant Service Conditions;

6.1.2. if the Third Party Services Provider changes the scope of any Third Party Services after the Commencement Date of the Agreement or replaces the same with a new version, or ceases to supply the same or M Technology Consultants decides to replace the same due to poor performance or quality, M Technology Consultants shall without liability substitute for the Third Party Service an alternative service which shall as far as is reasonably possible provide substantially the same functionality;

6.1.3. M Technology Consultants may change, without liability, any Third Party Services Provider or Third Party Service at any time, even if this involves a temporary suspension in the Services;

6.1.4. Customer shall be solely responsible for the evaluation, selection, installation, implementation, compatibility, use and performance of and results obtained from any hardware, systems software, utility software, security software, telecommunication equipment or software, and applications software used, unless (and only to the extent) otherwise expressly agreed in the Agreement; and

6.1.5. M Technology Consultants makes no independent representations or warranties with respect to products provided by third parties. Any third party warranties are the exclusive remedies of Customer with respect to such products.

Third Party Data Processing

6.2. It is acknowledged that certain Third Party Services involve the processing of personal data (as defined by Data Protection Law) by a Third Party Service Provider on behalf of the Customer but do not involve the processing of personal data by M Technology Consultants on behalf of the Customer (Third Party Processing). M Technology Consultants shall inform the Customer in the associated Service Condition when a Third Party Service involves Third Party Processing and the following terms shall apply:

6.2.1. The parties acknowledge that in circumstances where a Third Party Service involves Third Party Processing, the Third Party Service Provider is processing personal data as a processor (as defined by Data Protection Law) directly on behalf of the Customer and M Technology Consultants is not processing personal data on behalf of the Customer;

6.2.2. Except as expressly set out in this clause 6.2 M Technology Consultants is not responsible for the processing of any personal data that is the subject of Third Party Processing or liable for any failure of the Third Party Service Provider to process such personal data in accordance with Data Protection Law;

6.2.3. M Technology Consultants has secured from the Third Party Services Provider an undertaking, in favour of the Customer, with regards to the Third Party Services Provider’s processing of personal data as a processor on behalf of the Customer (Third Party Processing Agreement). The Third Party Processing Agreement is on the terms set out in the associated Service Conditions;

6.2.4. M Technology Consultants is not responsible for the Third Party Service Provider’s compliance with the Third Party Processing Agreement and is not liable for any failure of the Third Party Service Provider to perform or discharge its obligations under the Third Party Processing Agreement;

6.2.5. At the Customer’s request, after the end of the provision of services relating to processing M Technology Consultants shall use reasonable endeavours to require the Third Party Service Provider to return or delete, and confirm in writing that it has deleted, any personal data that is the subject of Third Party Processing.
EQUIPMENT

Order

7.1. Any quotation for Equipment is valid for a period of 7 days unless otherwise specified and M Technology Consultants may withdraw it at any time by notice to the Customer after such 7 day period.

7.2. M Technology Consultants may deliver the Equipment by separate instalments. High value Orders will be invoiced to the Customer before an Order is placed by M Technology Consultants on the Third Party supplier. Payment terms will be detailed on the Order Form.

7.3. No Order for Equipment which has been placed by M Technology Consultants pursuant to the Agreement or otherwise, may be cancelled by the Customer, except with the written agreement of M Technology Consultants.

7.4. M Technology Consultants reserves the right to increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Equipment to M Technology Consultants that is solely caused by:

7.4.1. any factor beyond the control of M Technology Consultants (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

7.4.2. any request by the Client to change the delivery date(s), quantities or types of Goods ordered, or the Goods specification; or

7.4.3. any delay caused by any instructions of the Customer in respect of the Equipment or failure of the Customer to give M Technology Consultants adequate or accurate information or instructions in respect of the Goods. Quantity and Description

7.5. The quantity and description of the Equipment shall be as set out in the Order Form.

7.6. Any samples, descriptions or specifications for the Equipment issued by M Technology Consultants are for illustrative purposes only and they do not form part of the Agreement.

7.7. M Technology Consultants shall use reasonable endeavours to transfer to the Customer the benefit of any warranty or guarantee for the Equipment given by the manufacturer to M Technology Consultants.

7.8. The Equipment shall remain the property of M Technology Consultants until all Charges relating thereto have been paid in full.

7.9. Notwithstanding Clause 7.8, risk in the Equipment or other goods will pass to the Customer from the date of delivery to the Customer.

Delivery

7.10. M Technology Consultants shall use its reasonable endeavours to deliver the Equipment on the date or dates specified by the Customer in the Order Form but any such date(s) are approximate only. If no dates are so specified, delivery shall be within a reasonable time of date of the order pursuant to the Order Form.

7.11. Time is not of the essence as to the delivery of the Equipment and M Technology Consultants is not in any circumstances liable for any delay in delivery outside its reasonable control unless specified otherwise in the Order Form.

7.12. Delivery shall be made during Business Hours unless specified otherwise in the Order Form.

7.13. The Customer shall be responsible (at the Customer’s cost) for preparing the delivery location for the delivery of the Equipment and for the provision of all necessary access and facilities reasonably required to deliver and installing the Equipment. If M Technology Consultants is prevented from carrying out delivery or installation on the specified date because no such preparation has been carried out, M Technology Consultants may levy reasonable additional charges to recover its direct loss arising from this event.
CUSTOMER’S OBLIGATIONS

8.1. The Customer shall:

8.2. co-operate with M Technology Consultants in all matters relating to the Services and appoint (and, as it thinks fit, replace) the Customer Contract Manager, who shall have the authority contractually to bind the Customer on matters relating to the Services;

8.3. provide, for M Technology Consultants, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Customer Premises and appropriate Customer Equipment, and such office accommodation, data and other facilities as may reasonably be requested by M Technology Consultants;

8.4. provide, in a timely manner, such information as M Technology Consultants may reasonably request and ensure that it is accurate in all material respects;

8.5. be responsible (at its own cost) for preparing and maintaining the relevant Customer Premises for the supply of the Services, including identifying, monitoring, removing and disposing of any hazardous materials from any of its premises in accordance with all applicable laws, before and during the supply of the Services by M Technology Consultants at those Customer Premises;

8.6. inform M Technology Consultants of all health and safety rules and regulations and any other reasonable security requirements that apply at the Customer Premises;

8.7. inform M Technology Consultants of any Customer requirements that may necessitate specific Data Protection or data retention Services;

8.8. ensure that all Customer Equipment is in good working order and suitable for the purposes for which it is used, in relation to the Services, and conforms to all relevant United Kingdom standards or requirements;

8.9. make available suitable staff and operating time on any associated system(s) to enable tests to be carried out. For this purpose, if necessary, suitable staff must be made available at remote location(s). Where the equipment is located at the premises of a third party and/or remote location, the Customer shall secure the necessary access to the Equipment and or any Loan Equipment at such location(s) as required by M Technology Consultants;

8.10. use any Loan Equipment in accordance with its operating manuals and promptly and regularly carry out all operator’s maintenance routines as and where specified;

8.11. use in conjunction with any Loan Equipment such operating supplies and media as shall comply with the recommendations of the Loan Equipment manufacturer, M Technology Consultants or its approved agents;

8.12. ensure any Loan Equipment is to be used or operated only by staff in the employ of or under the control of the Customer, such equipment to be used within manufacturers recommended guidelines;

8.13. where possible, permit only M Technology Consultants or its approved agents to adjust, repair or maintain any Loan Equipment save for the operator maintenance routines at Clause 8.10 above. If the Customer requires third parties or internal staff to adjust, repair or maintain the Loan Equipment then all and any M Technology Consultants Services required to adjust, repair or maintain the Loan Equipment will be chargeable, including recurrences of previously resolved occurrences;

8.13.1. notify M Technology Consultants promptly of any faults or defects in the operation of any Loan Equipment;

8.13.2. consistently maintain the environmental conditions recommended by the manufacturer of any Loan Equipment, M Technology Consultants or its approved agents; and

8.13.3. notify M Technology Consultants in writing immediately there is a change of control within the meaning of section 1124 of the Corporation Tax Act 2010.

8.14. If M Technology Consultants’ performance of its obligations under the Agreement is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, M Technology Consultants shall not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay. M Technology Consultants reserves the right to recover costs incurred as a result of such prevention of its performance.
CHARGES AND PAYMENT

Charges

9.1. In consideration for the provision of the Services, the Customer shall pay M Technology Consultants the Charges as set out in the relevant Order Form.

9.2. The Charges shall be paid in pounds sterling, unless otherwise specified in the Order Form.

9.3. M Technology Consultants reserves the right upon thirty days written notice, or the length of the Customer’s relevant contractual notice period if longer, to increase the Charges for Services as from the end of the Initial Term of the Agreement by the increase in the Consumer Price Index (CPI) during the Initial Term.

Time and Materials

9.4. If the Charges are stated in the Agreement to be charged on a ‘Time and Materials’ basis the Charges shall be calculated as follows:

9.4.1. the Charges payable for the Services shall be calculated in accordance with M Technology Consultants’ standard daily fee rates details of which shall be set out in the relevant Order Form;

9.4.2. the standard hourly rate is applicable during Business Hours. Weekdays from 18:00 to 23:59 and 06:00 to 07:59 is charged at time and a half. Weekdays from 00:00 to 05:59 and Weekends/Public holidays is charge at double time.

9.4.3. M Technology Consultants shall be entitled to charge on a pro-rata basis for part-days unless it has agreed with the Customer otherwise;

9.4.4. M Technology Consultants’ standard daily fee rates are calculated on the basis of Business Hours; and

9.4.5. Overtime Charges require prior approval in writing by the Customer and will be charged at the M Technology Consultants prevailing rate.

9.5. M Technology Consultants shall ensure that the members of the Project Team complete time sheets recording time spent on the Services for charging on a ‘Time and Materials Rates’ basis, and M Technology Consultants shall use such time sheets to calculate the charges for the Services

9.6. M Technology Consultants may increase the Time and Material Rates two times per annum subject to giving the Customer one month’s prior notice of any increase (but any increase shall not apply retrospectively to any Order Forms that are existing at such time).

Fixed Price Charging

9.7. Where the Services are stated in an Order Form to be on a Fixed Price, the total price for the Services shall be the amount set out in the relevant Order Form.

9.8. Unless stated otherwise in an Order Form, the total price shall be paid to M Technology Consultants in instalments as set out in the Order Form, with the payment of each instalment (where relevant) being conditional on M Technology Consultants having achieved the appropriate Project Phase and/or Deliverable as set out in the Order Form.

9.9. On achieving a Project Phase and/or Deliverable, M Technology Consultants shall invoice the Customer for the charges that are then payable for such Project Phase and/or Deliverable in accordance with the relevant Order Form.

9.10. If the Order Form specifies that Charges are on a Fixed Charge basis then M Technology Consultants reserves the right to amend the Fixed Price on giving notice to the Customer if:

9.10.1. the scope of, or functionality required in the Service is changed or increased by a written amendment to the Agreement; or

9.10.2. on request of M Technology Consultants under Change Control Procedure where M Technology Consultants has provided reasonably satisfactory written evidence that its cost price of individual elements of the Services (such as Third Party charges) have materially increased and that M Technology Consultants have used reasonable endeavours to avoid or mitigate such increases.

9.11. Where the Services are provided on a monthly charging basis, M Technology Consultants shall invoice the monthly Charges in accordance with the relevant Order Form.

Per User Billing

9.11.1. Where Charges are based on User numbers the first month billing of the Service shall be based on the User Number Baseline.

9.12. The Charges for the second and each subsequent month of the service shall be calculated on a basis of the highest of:

9.12.1. The number of Users actually having access to the Service in that month;

9.12.2. 90% of the number of Users that actually had access to the Service in the immediately preceding month; and

9.12.3. 90% of the User Baseline.

Invoicing and Payment

9.13. Invoicing: Unless otherwise specified in the Agreement or as otherwise set in out in these General Conditions, M Technology Consultants shall invoice the Charges to the Customer on a monthly basis. For avoidance of doubt, Equipment will be invoiced in line with Clause 7.2.

9.14. VAT: All amounts payable by the Customer are exclusive of amounts in respect of Value Added Tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Agreement by M Technology Consultants to the Customer, the Customer shall, on receipt of a valid VAT invoice from M Technology Consultants, pay to M Technology Consultants such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

9.15. Payment: Except as set out in Clause 9.24 relating to invoice disputes, the Customer shall pay each invoice which is properly due and submitted to it by M Technology Consultants within 14 days date of invoice and, unless otherwise agreed by an authorised representative of M Technology Consultants in writing. M Technology Consultants shall be entitled to suspend the relevant Services for non-payment by the Customer providing it has given at least 14 days’ written notice of such suspension to the Customer beforehand.

9.16. Equipment or Third Party Services: In respect of Equipment purchased by M Technology Consultants on behalf of the Customer, or Third Party Services provided to the Customer as part of the Services, the Customer shall pay for the same within 14 days date of invoice.

9.17. Expenses: Unless otherwise specified in the Agreement, the Customer (where agreed in writing beforehand) shall reimburse to M Technology Consultants, in addition to the Charges, the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably and properly incurred by M Technology Consultants’ employees, subcontractors and agents in the provision of the Services (subject to having obtained the Customer’s prior written approval of such proposed expenses). M Technology Consultants shall submit its invoices for expenses to the Customer monthly in arrears.

9.18. Interest: If the Customer fails to make any payment due to M Technology Consultants under this Agreement by the due date for payment, and the reason for non-payment is not due to the amounts being disputed in good faith by the Customer, then, without limiting M Technology Consultants’ remedies under Clause 10, M Technology Consultants may charge the Customer interest accruing after the due date for payment on the overdue amount at the rate of 1% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

9.19. Records: M Technology Consultants shall maintain complete and accurate records of the Services provided under an Order Form charged on a ‘Time and Materials’ basis (setting out the time spent and materials used by M Technology Consultants in providing such Services), sufficient to enable the Customer to verify the accuracy of any invoices submitted pursuant to the Order Form.

9.20. Set-off: All amounts due under an Order Form shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). M Technology Consultants may, without prejudice to any other rights it may have, set-off any liability of the Customer to M Technology Consultants against any liability of M Technology Consultants to the Customer.

9.21. Delivery, Title and Risk; Manufacturing requirements may cause Products to be delivered by instalments. Risk passes on delivery, title to Products passes to Customer when full payment is made. M Technology Consultants shall be entitled at any time before title passes (without liability), but with reasonable notice and when payment for the items are beyond agreed terms, to enter the premises of the Customer and re-possess Products or to use or sell the Products.

9.22. Acceptance of Products: Unless Customer shall, within seven Business Days following delivery, inspect the Products and notify M Technology Consultants, in writing, of any defects found, the Products shall be deemed to be accepted on delivery.

9.23. Invoice disputes: In the event that the Customer disputes, in good faith, any Charges invoiced by M Technology Consultants, the Customer shall notify M Technology Consultants of such dispute within twenty (20) Business Days of date of the respective invoice and the Parties shall endeavour to resolve such dispute within twenty (20) Business Days following such notification. Any such dispute shall not affect the Customer’s obligation to pay M Technology Consultants the undisputed part of the invoice. If no notice of a disputed invoice is given with two months of receipt of the respective invoice the Customer is deemed to have accepted the invoice in full.
RIGHTS AND REMEDIES

10.1. The rights and remedies provided under an Order Form are in addition to, and not exclusive of, any rights or remedies provided by law.

10.2. Where an Order Form provides for Service Credits to be payable or credited in respect of any failure to meet Service Levels, such sums shall be the Customer’s sole and exclusive remedy for the failure in question and M Technology Consultants shall have no further liability to the Customer unless such failure relates to the fraud, negligence, wilful, wrongdoing and/or other material contractual breach of M Technology Consultants or its employees or sub-contractors.

10.3. Subject to Clause 20, if any Services are not supplied in accordance with, or M Technology Consultants fails to comply with, any terms of this Agreements regards provisions of the Services, the Customer's sole remedy shall be to require M Technology Consultants, without charge to the Customer, to carry out such additional work as is necessary to correct M Technology Consultants’ failure.
INTELLECTUAL PROPERTY

11.1. The Customer acknowledges that unless expressly set out in an Order Form, the Customer shall not have any rights to any Intellectual Property Rights arising as a result of the provision of, or its use of, the Services.

11.2. The Customer acknowledges that all Intellectual Property Rights used by or subsisting in the Equipment are and shall remain the sole property of M Technology Consultants or (as the case may be) third party rights, owner.

11.3. All Intellectual Property Rights in any Customer Material shall remain the sole property of the Customer or the Customer’s clients as applicable.
CONFIDENTIALITY

12.1. Each Party shall keep secret and confidential all Confidential Information of the other and shall not (and shall procure that its employees and/or officers shall not) copy, use or disclose any such information to any third party, other than as may be necessary to comply with its obligations under this Agreement.

12.2. The obligation of confidence shall not apply where the Confidential Information:

12.2.1. is required to be disclosed by operation of law;

12.2.2. was in the possession of the recipient prior to disclosure by the other Party;

12.2.3. is subsequently acquired from a third party without any obligation of confidence;

12.2.4. is or becomes generally available to the public through no act or default of the recipient; or

12.2.5. is disclosed on a confidential basis for the purposes of obtaining professional advice.

12.3. All materials, equipment and tools, drawings, specifications and/or data supplied by M Technology Consultants to the Customer shall at all times be and remain the exclusive property of M Technology Consultants, but shall be held by the Customer in safe custody at its own risk and the Customer shall maintain and keep in the same condition as when delivered (fair wear and tear excepted) until the termination or expiry of this Agreement (or earlier if so requested by M Technology Consultants) when any such property shall be returned to M Technology Consultants and such property shall not be disposed of or used other than in accordance with M Technology Consultants’ written instructions or authorisation.
NON – SOLICITATION

13.1. During the Term of this Agreement, and for a period of one year following termination of this Agreement, neither Party will actively solicit any of the other Party’s personnel who have been engaged in the delivery of the Services without prior written consent of the other (other than if such employee can be shown to have answered a public recruitment advertisement (without prompt from the recruiting Party) and to have been selected from all applicants on a good faith basis as the best candidate).
Data Protection

14.1. Clause 14 shall survive termination of this Agreement and continue:

14.1.1. indefinitely in the case of Clauses 14.13 and 14.14; and

14.1.2. until 12 months following the termination or expiry of this Agreement in the case of Clauses 14.3 to 14.12 inclusive.

14.2. It is acknowledged that the Customer is the Controller and M Technology Consultants is the Processor in respect of any Personal Data provided by the Customer for Processing by M Technology Consultants.

14.3. M Technology Consultants shall process such Personal Data;

14.3.1. in compliance with the obligations of Processors under Data Protection Laws;

14.3.2. in accordance with the terms of this Agreement;

14.3.3. solely and exclusively to provide the Services to the Customer;

14.3.4. for legitimate business reasons, and

14.3.5. only for so long as is required for the Services to be provided to the Customer and for such further period(s) thereafter as may be permitted under the terms of this Agreement.

14.4. The Customer warrants that:

14.4.1. all Personal Data to be used in connection with the Services, prior to such Personal Data being provided to M Technology Consultants, shall comply in all respects with the Data Protection Laws;

14.4.2. all instructions given by the Customer to M Technology Consultants in respect of the Personal Data shall be lawful and in accordance with the Data Protection Laws; and

14.4.3. M Technology Consultants is reliant on the Customer for direction in respect of M Technology Consultants’ access to and Processing of Personal Data whilst providing the Services,

14.4.4. and that M Technology Consultants shall not be liable for any claim brought by a Data Subject to the extent that it resulted directly from the Customer’s instructions or failure to provide instructions.

14.5. Where M Technology Consultants Processes Personal Data on the Customer’s behalf, M Technology Consultants shall;

14.5.1. Process the Personal Data only in accordance with the Customer’s documented instructions (unless required to do otherwise by the Data Protection Laws or a court or other body of competent jurisdiction);

14.5.2. immediately notify the Customer if the Data Protection Laws require M Technology Consultants to Process Personal Data other than in accordance with the Customer’s documented instructions; and

14.5.3. immediately notify the Customer if M Technology Consultants believes that an instruction infringes the Data Protection Laws.

14.6. M Technology Consultants shall implement and maintain, at its own cost and expense, appropriate technical and organisational measures:

14.6.1. in relation to the processing of Personal Data by M Technology Consultants; and

14.6.2. taking into account the nature of the processing, as shall assist the Customer insofar as is possible in the fulfilment of the Customer’s obligations to respond to Access Requests relating to Personal Data.

14.7. M Technology Consultants shall:

14.7.1. have the right to engage and use from time to time suitable, reliable and appropriately qualified or experienced Sub-Processors to support its delivery of the Services (who may be based in the UK, the EEA or elsewhere) provided that the terms of this clause 14 are observed at all times. The Customer acknowledges and accepts that M Technology Consultants may undertake such engagements and may also decide, at its own discretion, to remove, replace or appoint additional Sub-Processors. M Technology Consultants shall inform the Customer of any intended changes concerning the addition or replacement of Sub-Processors from those which it uses as at the date of this Agreement (details of which are available upon request);

14.7.2. appoint Sub-Processors only under a written contract containing materially the same obligations as in clause 14; and

14.7.3. ensure that M Technology Consultants personnel authorised to process Personal Data are subject to binding written contractual obligations to keep the Personal Data confidential (except where disclosure is required in accordance with the Data Protection Laws or a court or other body of competent jurisdiction).

14.8. M Technology Consultants shall refer all Access Requests received to the Customer immediately.

14.9. M Technology Consultants shall provide such assistance as the Customer reasonably requires (taking into account the nature of Processing and the information available to M Technology Consultants) to ensure compliance with the Customer’s obligations under Data Protection Laws with respect to:

14.9.1. security of Processing;

14.9.2. Data Protection impact assessments;

14.9.3. prior consultation with a supervisory authority regarding high-risk processing; and

14.9.4. notification to the supervisory authority and/or communications to Data Subjects by the Customer in response to a Data Breach.

14.10. M Technology Consultants will not transfer Personal Data to countries outside the EEA without written consent from the Customer.

14.11. M Technology Consultants shall, in accordance with Data Protection Laws:

14.11.1. maintain written records of all categories of Processing activities carried out on behalf of the Customer; and

14.11.2. make available to the Customer such information as is reasonably necessary to demonstrate M Technology Consultants’ compliance with the obligations of Processors under Data Protection Laws, and allow for and contribute to audits, including inspections, by the Customer for this purpose, subject to the Customer:

14.11.2.1. giving M Technology Consultants reasonable prior notice of such information request, audit and/or inspection being required by the Customer;

14.11.2.2. ensuring that all information obtained or generated by the Customer in connection with such information requests, inspections and audits is kept strictly confidential (save for disclosure to the supervisory authority or as otherwise required by applicable laws); and

14.11.2.3. ensuring that such audit or inspection is undertaken during M Technology Consultants’ normal Business Hours with minimal disruption to M Technology Consultants’ or any Sub-Processor’s business.

14.12. In respect of any Data Breach involving Personal Data, M Technology Consultants shall promptly notify the Customer with details of the Data Breach.

14.13. Subject to Clause 14.14, M Technology Consultants shall, at the Customer’s written request, either delete or return all the Personal Data comprised in Customer Data to the Customer in such form as the Customer reasonably requests, within a reasonable time after the earlier of:

14.13.1. the end of the performance of the relevant Services; or

14.13.2. once processing by M Technology Consultants of any Personal Data is no longer required for the purposes of this Agreement.

14.14. M Technology Consultants shall:

14.14.1. delete then-existing electronic copies of Personal Data comprised in Customer Data held in operational, back-up and archival systems to the extent that doing so is technically feasible (unless retention of such Personal Data is required by applicable laws);

14.14.2. be entitled to retain copies of any Personal Data concerning personnel of the Customer to the extent that the same are contained in business communications between the Parties and/or recorded as part of any Service incident or problem notified to M Technology Consultants as part of the Services (provided that M Technology Consultants continues to hold such data in accordance with this Agreement and the Data Protection Laws).
CHANGE CONTROL

15.1. Any amendment to the Agreement shall be agreed in writing between the Parties.

15.2. If the Customer wants to change the scope of the Services, it shall submit details of the requested change to M Technology Consultants in writing.

15.3. M Technology Consultants shall, within a reasonable time, provide a written estimate to the Customer setting out:

15.3.1. the likely time required to implement the change;

15.3.2. any necessary variations to the Charges as a result of the change;

15.3.3. the likely effect of the change on the Services; and

15.3.4. any other impact of the change on the terms of this Agreement.

15.4. If the Customer does not wish to proceed, there shall be no change to the Services or the Agreement.

15.5. If the Customer wishes M Technology Consultants to proceed with the change, M Technology Consultants shall do so after agreement on the necessary variations to the Charges, the Services and any other relevant terms of the Agreement to take account of the change.

15.6. If the Customer requests a change to the scope of the Services and if M Technology Consultants agrees to the change, M Technology Consultants shall carry out the amended Services in consideration for the amended Charges, subject to any necessary change to the Agreement.
ANTI-BRIBERY COMPLIANCE

16.1. Each Party shall:

16.1.1. comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);

16.1.2. not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK; and

16.1.3. immediately notify the other Party in writing if a foreign public official becomes an officer or employee. Each Party warrants that it has no foreign public officials as officers or employees at the date of execution of the Agreement.

16.2. Breach of this Clause 16 by either Party shall be deemed a material breach incapable of remedy.
LIMITATION OF LIABILITY

17.1. The following provisions set out the entire financial liability of each Party (including without limitation any liability for the acts or omissions of their employees, agents and sub-contractors) to the other Party in respect of:

17.1.1. any breach of the Agreement howsoever arising; and

17.1.2. any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including without limitation negligence) arising out of or in connection with the Agreement or the Services.

17.2. All warranties, conditions and other terms implied by statute or common law are excluded from the Agreement to the fullest extent permitted by law.

17.3. Nothing in this Agreement shall limit or exclude a Party's liability for:

17.3.1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

17.3.2. fraud or fraudulent misrepresentation; or

17.3.3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.

17.4. For any other liability, the limit of liability arising from a single event (or, where a series of connected events, the first event) shall be the total Charges paid or payable by the Customer under the relevant Order Form in that Contract Year.

17.5. Subject to Clause 17.3, neither Party shall have any liability to the other Party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or for any indirect or consequential loss arising under or in connection this Agreement or the delivery of the Services.
TERMINATION

18.1. Without affecting any other right or remedy available to it, either Party may terminate the Agreement by giving written notice to the other Party if:

18.1.1. the other Party fails to pay any amount due under the Agreement on the due date for payment and that amount is not due to an invoice dispute in accordance with Clause 9.24 and remains in default more than forty-five (45) days after being notified in writing to make such payment;

18.1.2. the other Party commits a material breach of any term of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so;

18.1.3. the other Party repeatedly breaches any of the terms of the 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 the Agreement;

18.1.4. 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;

18.1.5. 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;

18.1.6. 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 (being a company);

18.1.7. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);

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

18.1.9. 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;

18.1.10. 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 fourteen (14) days;

18.1.11. 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 18.1.4 to clause 18.1.10 (inclusive); or

18.1.12. the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

18.2. M Technology Consultants may terminate or suspend all or any part of an Agreement if the use of the Services by the Customer or any User if;

18.2.1. M Technology Consultants reasonably considers that use of the Services by the Customer or any User;

18.2.2. is in breach or may be in breach of any relevant statutory or regulatory act, regulation, code or similar;

18.2.3. is fraudulent or illegal or might be fraudulent or illegal; or

18.2.4. the termination or suspension is in accordance with an order, instruction or request of government, an emergency service organisation or other competent administrative authority or is as a result of M Technology Consultants otherwise losing its authorisation to provide the Services.

18.3. Exercise by M Technology Consultants of its right of suspension in connection with non-payment by the Customer of M Technology Consultants’ valid charges under an agreement shall not function as a waiver of any right of termination which M Technology Consultants may have under this agreement
CONSEQUENCES OF TERMINATION

19.1. On termination of the Agreement:

19.1.1. each Party shall comply with any relevant Exit Plan;

19.1.2. in the absence of a documented Exit Plan, the parties agree in good faith the determine the Exit Plan and agree their respective responsibilities and deliverables within 14 days of either party giving notice to terminate this Agreement;

19.1.3. the Supplier shall assist in the transition following the termination of the Agreement for any reason. As a minimum, the Supplier will provide a copy of the Customer Materials;

19.1.4. the Customer shall immediately pay to M Technology Consultants: (i) all of M Technology Consultants’ outstanding unpaid invoices and interest; and (ii) in respect of the Services supplied for which no invoice has been submitted, M Technology Consultants may submit its invoice which will be payable on receipt;

19.1.5. if the Customer is paying for Services on a usage basis the value of outstanding unpaid invoices will be calculated on the average of the last 3 months of full billing; and

19.1.6. any rights, remedies, obligations or liabilities of each Party that have accrued up to the date of termination, including the right to claim damages which existed at or before the date of termination shall not be affected.

19.2. The following Clauses shall continue in force: Clause 11 (Intellectual Property), Clause 12 (Confidentiality), Clause 13 (Non-Solicitation), Clause 16 (Anti-Bribery), Clause 17 (Limitation of liability), Clause 19 (Consequences of termination), Clause 20 (Dispute Resolution), Clause 30 (Governing law), Clause 31 (Jurisdiction).
DISPUTE RESOLUTION

20.1. In the event of any disagreement or dispute between the Parties arising out of any matter relating to or arising out of the Agreement, the Parties shall, in the first instance seek to resolve the matter by discussions between their respective representatives who will be designated specially for this purpose. In the event these representatives are unable to resolve the disagreement or dispute within seven (7) Business Days, it shall be referred for resolution to a committee comprising a senior management representative from each Party.

20.2. If the disagreement or dispute is not resolved pursuant to the above Clause within 30 days from the date it first arose, or if either Party believes that it is unlikely to be resolved in this matter, any such dispute shall be finally referred to arbitration. Such arbitration shall be conducted under the Rules of Arbitration, by one arbitrator appointed in accordance with the said rules. The place of arbitration will be UK. The language of the arbitration shall be English.

20.3. Notwithstanding the determination by the Parties to utilise arbitration as specified above for resolution of disputes arising out of or in connection with the Agreement, nothing herein shall preclude either Party from seeking and obtaining from a court of competent jurisdiction appropriate equitable relief, including without limitation, a temporary restraining order or other injunctive relief, to prevent a breach of the Agreement or to otherwise maintain the status quo pending outcome of any arbitration.
THIRD PARTY RIGHTS

21.1. A person who is not a Party to the Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.
FORCE MAJEURE

22.1. Neither Party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control. In such circumstances the affected Party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for sixty (60) days, the Party not affected may terminate the Agreement by giving not less than thirty (30) days' written notice to the affected Party.
VARIATION AND WAIVER

23.1. No variation of the Agreement shall be effective unless it is in writing and signed by both Parties (or their authorised representatives).

23.2. A waiver of any right or remedy under the Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.

23.3. A failure or delay by a Party to exercise any right or remedy provided under the Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

23.4. A Party that waives a right or remedy provided under the Agreement or by law in relation to one Party, or takes or fails to take any action against that Party, does not affect its rights in relation to any other Party. 24.
SEVERANCE

24.1. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Agreement.

24.2. If one Party gives notice to the other of the possibility that any provision or part-provision of the Agreement is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
ASSIGNMENT AND OTHER DEALINGS

25.1. The Customer may not assign, transfer or subcontract any or all of its rights and obligations under the Agreement without M Technology Consultants’ prior written consent.

25.2. M Technology Consultants may assign, transfer or subcontract any or all of its rights and obligations under the Agreement. 26. NO PARTNERSHIP OR AGENCY

26.1. Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the Parties, constitute either Party the agent of the other Party, or authorise either Party to make or enter into any commitments for or on behalf of the other Party.

26.2. Each Party confirms it is acting on its own behalf and not for the benefit of any other person.
NOTICES

27.1. Any notice given to a Party under or in connection the Agreement shall be in writing and shall be:

27.1.1. delivered by hand or by next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).

27.1.2. sent by email with a delivery receipt.

27.2. Any notice shall be deemed to have been received:

27.2.1. if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; or

27.2.2. 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.

27.2.3. if sent by email on receipt of delivery notification.

27.3. This Clause 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 clause, "writing" shall include e-mail.
ENTIRE AGREEMENT

28.1. The Agreement constitutes the entire agreement between the Parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

28.2. Neither Party shall have any remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Neither Party shall have any claim for innocent or negligent misrepresentation based on any statement in this Agreement.
COUNTERPARTS

29.1. The Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one Agreement.

29.2. No counterpart shall be effective until each Party has executed and delivered at least one counterpart.
GOVERNING LAW

30.1. The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
JURISDICTION

31.1. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matters or formation (including non-contractual disputes or claims).

INTERPRETATIONS AND DEFINITIONS

“Access Requests” requests made by a data subject to exercise any rights of data subjects under the Data Protection Laws;

“Agreement” means the duly executed Order Form and all Service Conditions specified under and within the Order Form;

“Business Day” a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;

“Business Hours” 09:00 – 17:00 hrs on any Business Day;

“Change Control” a request for a change by either the Customer or M Technology Consultants to amend, remove or add to the relevant Service Conditions;

“Charges” the charges set out in Clause 9 or as otherwise specified in the Agreement payable by a Customer for the supply of Equipment and/or Services by M Technology Consultants;

“Commencement Date” is, unless specifically defined on the Order Form, the date that the last signatory signs the Order Form;

“Controller” has the meaning given to that term (or the term ‘data controller’) in the Data Protection Laws;

“Confidential Information” any information, (whether verbal or in writing or on magnetic or any other media) relating to the other Party’s marketing or business development, business operations, business affairs, products, processes, technology, Intellectual Property Rights, Inventions, trade secrets, suppliers and customers associations, transactions, financial arrangements or in relation to any activities of either Party or any person, firm, customer or company with whom either Party has any dealings and which is made available to either party under or in connection with the Agreement which is marked as such or which should by its nature be reasonably understood to be confidential by the other Party;

“Contract Year” the period of 12 months commencing on the Commencement Date, and each successive period of 12 months during the continuance in force of the Agreement, or, in respect of the final Contract Year, the period from the end of the penultimate Contract Year to the date of termination of the Agreement, if shorter;

“Customer Obligations” the specific Customer obligations set out in the relevant Service Conditions;

“Customer Data” means any data or software provided by the Customer in connection with the Services belonging to the Customer or the Customer’s clients or otherwise made available to M Technology Consultants for use in undertaking the Services;

“Customer Equipment” the Customer’s owned IT hardware and software utilised as part of the Services;

“Customer Materials” all materials, equipment and tools, drawings, specifications and data supplied by a Customer to M Technology Consultants including any such materials, equipment and tools, drawings, specifications and data that relates to the clients of the Customer;

“Customer Premises” any premises occupied by the Customer at which the Customer shall receive the Services;

“Data Breach” any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, any Personal Data.

“Deliverables” all documents, products, materials, and/or facilities developed and/or procured by M Technology Consultants or its agents, contractors and employees as part of or in relation to the Services in any form, including (without limitation) equipment, computer programs and software, networking and connectivity, data, reports and specifications (including drafts);

“Data Protection Laws” any applicable Personal Data Protection laws relating to the protection of individuals with regards to the processing of such individuals’ Personal Data including the General Data Protection Regulation (EU) 2016/679 (“GDPR”) (together with any laws implementing GDPR within United Kingdom and including any replacement legislation applicable in the United Kingdom, whether or not as a result of the United Kingdom’s withdrawal from the European Union), which contain derogations from, or exemptions or authorisations for the purposes of, the GDPR, or which are otherwise intended to supplement the GDPR); and the UK Data Protection Act 2018;

“Equipment” any goods or equipment to be provided by M Technology Consultants to the Customer, or purchased by M Technology Consultants on behalf of the Customer, (including without limitation any part or parts of it) pursuant to the Agreement;

“Exit Plan” any exit plan set out in the relevant Service Conditions to be followed by both Parties to ensure the smooth transfer of the Services to a third party supplier specified by the Customer at the expiry or termination of the Agreement;

“Go Live” the date the individual Services in the relevant Order Form are activated;

“Initial Term” is the initial period for provision of the Services by M Technology Consultants to the Customer as specified on the Order Form;

“Intellectual Property Rights” all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or 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, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including 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;

“Loan Equipment” means any IT Equipment owned by M Technology Consultants and loaned to the Customer for the purposes of short term resolution of Customer support services for a pre-agreed fee;

“Personal Data” personal data (as defined in the Data Protection Laws) received from or on behalf of the Customer or about the personnel of the Customer in connection with the performance of M Technology Consultants’ obligations under this Agreement (including any personal data forming part of the Customer Data);

“Processor” has the meaning given to that term (or the term ‘Data Processor’) in the Data Protection Laws;

“Products” means goods sold by M Technology Consultants to the Customer pursuant to the Agreement;

“Project Phase” a scheduled event by which the Services or a part of the Services shall be completed as specified in the Agreement;

“Project Team” the team of staff and sub-contractors of M Technology Consultants employed in providing the Services;

“Purchase Order” a Customer purchase order to purchase Services and/or Equipment;

“Service(s)” the service(s), (including without limitation the delivery of any Deliverables, or the supply of any Equipment), to be provided by M Technology Consultants pursuant to the relevant Service Conditions;

“Service Conditions” means the terms and conditions of the applicable Service(s) specified on the Order Form;

“Service Credits” the predetermined compensation to be credited or paid to the Customer by M Technology Consultants for failure(s) to meet the Service Levels as set out in the relevant Service Conditions (if any);

“Service Levels” the minimum service levels required by the Customer in relation to the provision of the Services by M Technology Consultants in relation to timeliness, quality and/or other applicable service measure(s) as set out in the relevant Service Conditions (if applicable);

“Set-up Services” the required design, test and/or implementation services required to set up the Services as set out in the relevant Order Form (if any);

“Software” means any third party software in use by the Customer, and installed on the Customer’s hardware which is covered under a Order Form;

“Sub-Processor” another Processor engaged by M Technology Consultants for carrying out processing activities in respect of Personal Data on behalf of the Customer;

“Supplier Obligations” the specific obligations of M Technology Consultants set out in the Agreement;

“Special Conditions” any conditions which are in additional to, or vary, the Service Conditions and which are specified on the Order Form;

“Term” means the period of this Agreement:

“Third Party Services” any part of the Services which M Technology Consultants procures from a third party, including any equipment (to include Equipment) which M Technology Consultants procures from a third party and uses in order to provide the Services including but not limited to software, hardware, data centre facilities and/or connectivity & networking;

“Third Party Services Provider” the provider of any Third Party Services in connection with the Services;

“User” a specific individual Customer user of a Service.

“User Number Baseline” means the number of Users as of the Effective Date of the Agreement (as specified on the Order Form).

The following definitions and rules of interpretation apply in the Agreement.

Clause, Schedule and Paragraph headings shall not affect the interpretation of the Agreement.
A reference to a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s permitted assigns. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
A reference to writing or written includes e-mail to the email address specified in the Agreement for receipt of written notices.
Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.
References to Clauses and to Paragraphs are to the clauses and paragraphs of the document in which the reference appears, unless otherwise stated.
Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.