Effective Date 31st January 2025

1    Definitions
In these Terms the following words shall have the following meanings:
1.1    “Agreement” means the agreement between Us and You governed by these Terms as varied from time to time.
1.2    “Additional Services" means any Services requested by You after the commencement of this Agreement set out in a Schedule of Services Addendum and which are in addition to those Services set out in the Schedule of Services.
1.3    “Business Day" means a day other than a Saturday, Sunday or bank or public holiday in England.
1.4    “Cloud Solutions Provider Program” means the cloud-based solutions program operated by Microsoft and its distribution network. 
1.5    “Confidential Information" means any commercial, financial or technical information, information relating to the Goods or Services, plan, know-how or trade secrets which is obviously confidential in nature or has been identified as confidential.
1.6    “Consultancy” means the provision of certain Services either in person or remotely.  
1.7    “Consumption Billing” means a pricing model where You are charged based on the actual amount of any Service(s) You use, including Software.
1.8    “Control” shall be as defined in section 1124 of the Corporation Tax Act 2010 or means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of the company, and the expression ‘change of Control’ shall be construed accordingly.
1.9    “Customised Products” means those products or Goods which are ordered with bespoke or specific features or functionality by You which We are not able to return to the manufacturer.
1.10    “Dedicated Personnel” means where we provide Services consisting of the integrated management of Personnel.
1.11    “Dedicated Personnel Schedule" means the schedule of additional terms and conditions which shall be incorporated into these Terms in the event that We are providing Dedicated Personnel to You.
1.12    “Equipment” means any equipment, including tools, systems, cabling or facilities, provided by Sharp IT Services (UK) Limited or its subcontractors and used directly or indirectly in the supply of the Services which are not the subject of a separate agreement between the parties under which title passes to You.
1.13    “Force Majeure” means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under the Agreement (including an act of God, fire, flood, lightning, earthquake or other natural disaster, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Agreement, strike, lockout or boycott or other industrial action including those involving Our or Our suppliers’ workforce, but excluding the Your inability to pay or circumstances resulting in Your inability to pay);
1.14    “Goods” means any and all goods supplied by Sharp to You including but not limited to computer Hardware and Software.
1.15    “Hardware” means any Goods or Equipment which comprise   products, peripherals or other items of computer hardware.
1.16    “Intellectual Property Rights” means copyright, patents, rights in inventions, rights in confidential information, Know-how, trade secrets, trademarks, service marks, trade names, design rights, rights in get-up, database rights, rights in data, semi-conductor chip topography rights, mask works, utility models, domain names, rights in computer software and all similar rights of whatever nature and, in each case: (i) whether registered or not, (ii) including any applications to protect or register such rights, (iii) including all renewals and extensions of such rights or applications, (iv) whether vested, contingent or future and (v) wherever existing;
1.17    “Literature” means Sharp’s brochures, price lists, and advertisements in any type of media.
1.18    “Material Breach” means a breach or series of breaches of a party’s obligations under this Agreement (including an anticipatory breach) which is not minimal or trivial in its consequences and either that breach is: not capable of remedy; or is capable of remedy, but the breaching party fails to remedy it within 30 days of receiving a written notice from the non-breaching party containing details of the material breach and requiring it to be remedied.
1.19    “Microsoft Cloud” means a comprehensive cloud computing platform that includes a wide range of products and services provided by Microsoft.
1.20    “Microsoft Customer Agreement” means a digital purchase agreement that allows Microsoft customers to buy Microsoft Cloud products and services directly from Microsoft.
1.21    “Microsoft Indirect Reseller” means a partner in the Microsoft Cloud Solution Provider (CSP) program to sell Microsoft cloud solutions and services.
1.22    “Minimum Term” means the minimum term of the Agreement as defined at clause 2.1 and as more particularly set out in the Schedule of Services.
1.23    “Order” means the request by You to Us for Goods and/or Services.
1.24    “Personnel” means the personnel provided by Us to You to provide the integrated management Service as described in the Dedicated Personnel Schedule
1.25    “Quotation” means Our written quotation(s) to You confirming the price of the Goods and/or Services prior to the Agreement.
1.26    “Renewed Term(s)” means the period of one year from the day after the expiry of the Minimum Term or Renewed Term.
1.27    “Services” means any and all services supplied by Sharp to You, including Consultancy, management and maintenance of Software or Hardware as well as the delivery, installation, and configuration of  any Goods sold to You or Equipment supplied to You for any services.
1.28    “Schedule of Services” means the schedule appended to and incorporated into this Agreement setting out the details of the Services to be provided by Sharp to You.
1.29    “Schedule of Services Addendum” means the addendum attached to the Schedule of Services from time to time in which additional, substituted or removed Services or any Additional Services which are requested by You are recorded.
1.30    “Software” means any Goods which contain in whole or in part a computer program or programs or instructions.
1.31    “Terms” means these terms and conditions of business as varied from time to time.
1.32    “Unauthorised Changes” means any changes  made to your Hardware or Software by You or any third party without consulting Us and receiving Our agreement to the change. 
1.33    “Unsupported Software” means any Software which is no longer supported by the manufacturer or vendor of that Software.
1.34    “We”, “Us”, “Our”, and “Sharp.” are references to Sharp IT Services (UK) Limited a company incorporated in England and Wales with registered number 02761451 and whose registered office is situated at Oakingham House, Frederick Place, London Road, High Wycombe, Buckinghamshire HP11 1JU.
1.35     “You” and “Your” are references to the individual, company, partnership, or organisation which places an Order.

2    Agreement and Customer Obligations
2.1    The Agreement shall come into existence when We accept your Order.  The Minimum Term of the Agreement will, subject to the cancellation provisions contained in this Agreement, be as set out in the Schedule of Services.  Subject to the cancellation provisions contained in this Agreement, including but not limited to clause 9 (Cancellation), this Agreement will automatically renew for a Renewed Term or Renewed Terms in the event that notice is not given in accordance with clause 9.6. 
2.2    These Terms shall govern the Agreement to the exclusion of all other terms and conditions.
2.3    By submitting an Order, You shall be deemed to have accepted these Terms and You agree to be bound by these Terms when you place any Order.
2.4    We reserve the right to vary these Terms from time to time, such variations becoming effective immediately upon providing written notice to you.
2.5    These Terms, together with the Main Service Detail, Client Obligations, Restrictions and Variations, Schedule of Services or any Schedule of Services Addendum comprise the whole agreement relating to the supply of Goods and/or Services to You by Sharp.  You agree that you have not relied on any representations save insofar as the same have been expressly incorporated in these Terms and You agree that You shall have no remedy in respect of any misrepresentation (other than fraudulent misrepresentation) which has not become a term of these Terms.

3    Our Services & Your Obligations
3.1    We shall use reasonable care and skill in providing the Services to You.
3.2    We reserve the right to make any changes to the Services described in Our Literature to conform with any applicable statutory requirements or which We deem appropriate in Our sole discretion.
3.3    The Services are provided solely for Your use and shall not be used by any other party without Our written consent.
3.4    We reserve the right to use persons other than Our employees to supply the Services to You.
3.5    We shall have no obligation to perform any work or undertake any activity which does not comprise part of the Services. If You request and We agree to perform any such extra work, such work will be charged at Our then prevailing rates or as otherwise agreed by Us.
3.6    From time to time, We may provide reasonable and relevant advice related to the Services, based on our experience or industry best practice. You are strongly encouraged to follow this advice promptly, which may involve additional costs for You. We are not liable for any issues arising from your failure to implement such advice in accordance with clause 3.6. If Your non-compliance with Our advice makes Our Services impractical, we reserve the right to adjust the scope of Our Services accordingly. Any remediation needed due to Your failure to follow Our advice or by Unauthorised Changes will be considered out-of-scope of your Agreement and charged on a  per hour basis.
3.7    You shall
3.7.1    provide Us (and our employees, contractors, and agents) with all assistance, co-operation, and information required by Us in supplying the Services.
3.7.2    where the Services specified in the Schedule of Services or any Schedule of Services Addendum include installation services,  provide Us (and our employees, contractors and agents) with a suitable environment for the installation and operation of the Goods or Equipment as specified in any installation instructions issued by the manufacturer of the Goods or Equipment.
3.7.3    treat all Sharp employees, subcontractors, agents and consultants in a professional and respectful manner at all times, and We reserve the right to suspend or terminate this Agreement in accordance with clause 9.1 in the event that this provision is breached.
3.7.4    Inform Us of all health and safety rules and regulations and any other reasonable security requirements that apply at any of Your premises;
3.7.5    keep, use and maintain Our Equipment insofar as the same is installed on Your premises in good condition, in proper environmental conditions, and in accordance with the manufacture’s specifications and Our instructions as notified from time to time, and shall not dispose of or use Our Equipment other than in accordance with Our written instructions or authorisation;
3.7.6    notify Us within a reasonable time, and in any event within 3 working days of performance of the Services, of any defects or failures You reasonably believe to have occurred during the performance of the Services. Any failure to provide such notification will be deemed to be an acceptance of the Services by You to the standard specified herein or (where appropriate) under statute.
3.7.7    ensure that any computer, operating system and any other Hardware or Software which We are asked by You to use or modify for the purposes of performing Our obligations is either the property of You or is legally licensed to You and that We are authorised to use the same.

4    Goods & Quality Status of Supplies to You
4.1    Where Goods supplied to You were not manufactured by Us, We give no warranty as to the fitness and/or quality of the Goods.
4.2    You shall be entitled only to such warranty for the Goods as We have received from the manufacturer of the Goods.

5    Prices and Payment
5.1    The price of the Goods and/or Services shall be the price as stated in the Quotation and/or the Order.
5.2    All Quotations shall lapse seven (7) days after issue but may be withdrawn by Us at any time before acceptance.
5.3    Value Added Tax at the prevailing rate shall be added to the price of the Goods and Services whether or not stated in the Quotation and/or the Order.
5.4    Payment for the Goods and/or Services is due on or before delivery of the Goods and supply of the Services and We shall invoice you accordingly though in the event that Our invoices are sent to You after the delivery of the Goods or the supply of the Services, We reserve the right to issue invoices at any time including after the termination of this Agreement for any reason.  
5.5    Where Goods and/or Services are supplied by Us to You under a credit agreement between us, We shall invoice You on or at any time after delivery of the Goods and supply of the Services and unless We otherwise agree in writing payment must be made by You in full within 30 days of the invoice date.
5.6    Upon giving notice to You at any time before delivery of the Goods and/or supply of the Services We reserve the right to increase or decrease the price of the Goods and/or Services to reflect any increases or decreases in the cost to Us of providing the Goods and/or Services to You.
5.7    The price of the Services shall automatically increase by 2.5% on each anniversary of the Agreement.  This clause is without prejudice to the provisions of clause 5.5.
5.8    Without prejudice to any other rights We may have, if You fail to make payment in accordance with this Agreement, We shall be entitled, in addition to any unpaid amount that should properly have been paid, to simple interest on that amount from the final date for payment until the date of actual payment such interest to be calculated at a rate of 8% per year above the Bank of England’s base rate from time to time. It is agreed that the provisions of this clause constitute a substantial remedy for the purposes of section 9(1) of the Late Payment of Commercial Debts (Interest) Act 1998, and (ii) You shall reimburse Us in respect of all costs and expenses (including legal costs) incurred in the collection of any overdue amount, and (iii) We shall be entitled to cancel the Agreement and/or suspend supplies of Goods and/or Services 
5.9    Time shall be of the essence with respect to payment and without affecting any other right or remedy available to Us, We may terminate this Agreement by giving written notice to You if You fail to pay any amount due under this Agreement on the due date for payment and remain in default not less than 30 days after being notified in writing to make such payment, or there is a change of Control of You.

6    Delivery, Title and Risk
6.1    We shall use reasonable endeavours to deliver the Goods by the date agreed (if any) and shall not be liable for any cost or damage caused by late or non-delivery. Any delay in delivery of Goods or performance of Services shall not give You a right to reject the Goods or treat the Agreement as repudiated. 
6.2    Unless otherwise expressly agreed, delivery of goods shall be made at Your expense, according to Our normal scale of charges, to Your principal place of business or any other addresses You may notify to Us. You shall inspect the Goods immediately upon delivery and shall inform Us of any damaged, faulty or incorrect Goods in accordance with Clause 10 (Return of Goods). 
6.3    For the purpose of section 12 of the Sale of Goods Act 1979 We shall transfer only such title or rights in respect of the Goods as We have and if the Goods are purchased by Us from a third party shall transfer only such title or rights as that party had and has transferred to Us.
6.4    Notwithstanding the earlier passing of risk, title in the Goods shall remain with Us and shall not pass to You until the amount due under the invoice for the Goods (including any interest, costs, and expenses We may be entitled to under the Agreement) has been paid in full.
6.5    Until title passes You shall hold the Goods as bailee for Us and shall store or mark them so that they can at all times be identified as Our property and in the event You become insolvent, have an administrative receiver appointed of Your business, make or take steps to make any composition or arrangement with Your creditors, or are compulsorily or voluntarily wound up or cease or threaten to cease trading or We bona fide believe that any of those events may occur, You will have no rights to use, sell, or otherwise deal with the Goods or any of them.
6.6    We may at any time before title passes (including in the event You become insolvent, have an administrative receiver appointed of Your business, make or take steps to make any composition or arrangement with Your creditors, or are compulsorily or voluntarily wound up or cease or threaten to cease trading or We bona fide believe that any of those events may occur) and without any liability to You, (i) repossess and dismantle and use or sell all or any of the Goods and by doing so terminate Your right to use, sell, or otherwise deal with them, and (ii) for that purpose (or determining what if any Goods are held by You and inspecting them and upon providing you with reasonable notice) enter any premises of or occupied by You.
6.7    Until title passes the entire proceeds of sale of the Goods shall be held in trust for Us and shall be held in a separate designated account and not mingled with other moneys or paid into any overdrawn bank account and shall be at all times identifiable as Our money.
6.8    We may maintain an action for the price of any Goods notwithstanding that title in them has not passed to You.
6.9    For the avoidance of doubt title to any Software supplied by Us to You, including all Intellectual Property Rights in the Software, shall remain at all times with the manufacturers of the Software.
6.10    The Goods are deemed to be delivered to You when We make them available to You or any agent of Yours or any carrier (who shall be Your agent whoever pays its charges) at Our premises or other delivery point agreed by the parties.
6.11    Risk in the Goods passes when they are delivered in accordance with clause 6.10.
6.12    We may at Our discretion deliver the Goods by instalments in any sequence.
6.13    Where the Goods are delivered by instalments, no default or failure by Us in respect of any one or more instalments shall vitiate the Agreement in respect of the Goods previously delivered or undelivered Goods or entitle You to withhold any payment due under the Agreement.
6.14    Any dates quoted by Us for the delivery of the Goods are approximate only and shall not form part of the Agreement and You acknowledge that in the performance expected of Us no regard has been paid to any quoted delivery dates.
6.15    If You fail (i) to take delivery of the Goods or any part of them on the due date, and (ii) to provide any instructions or documents required to enable the Goods to be delivered on the due date, We may on giving written notice to You store or arrange for the storage of the Goods, and on the service of the notice risk in the Goods shall pass to You, delivery of the Goods shall be deemed to have taken place, and You shall pay to Us all costs and expenses including storage, redelivery, and insurance charges arising from Your failure.
6.16    With respect to the supply of any Services which includes any pre-booked site visit or other chargeable time involving Our engineers, technical consultants or other employees or agents, where You cancel or postpone such a visit, the following charges may be charged by Us to You at our discretion:
6.16.1    Cancellation or postponement providing Us with less than 1 days’ notice – up to 100% of the value of the cancelled time as set out in the Quotation;
6.16.2    Cancellation or postponement providing Us with less than 1 weeks’ notice but more than 1 days’ notice – up to 75% of the value of the cancelled time as set out in the Quotation;
6.16.3    Cancellation or postponement providing Us with less than 2 weeks’ notice but more than 1 weeks’ notice – up to 50% of the value of the cancelled time as set out in the Quotation;

7    Warranties and Limitation of Liability
7.1    We provide warranties and accept liability only to the extent stated in this clause, and any conditions, warranties, or other terms concerning the supply of the Goods and Services which might otherwise be implied into or incorporated within these Terms, including, but not limited to, the implied warranties of title, satisfactory quality, merchantability, or fitness for a particular purpose, are hereby excluded.
7.2    Neither party excludes nor restricts its liability for:
7.2.1 death and personal injury caused by its negligence, 
7.2.2 fraud or fraudulent misrepresentation, 
7.2.3 breach of any obligation as to title implied by section 12 Sale of Goods Act 1979,
7.2.4 or any other liability the exclusion of which is prohibited at law.
7.3    In supplying the Goods and Services you acknowledge and accept that
7.3.1 Our only obligation is to exercise reasonable care and skill in providing the Services
7.3.2 We shall in no circumstances be liable for any indirect or consequential loss, damages, or expenses (including without limitation loss of profits, contracts, business, or goodwill) howsoever arising out of any problem, event, action, data loss, or default of Ours
7.3.3 We cannot warrant or guarantee that the Services will be uninterrupted or that the Unsupported Software shall operate without failure or delay, and We bear no liability in respect of the operability or the consequences of the failure or delay of the operability of any Unsupported Software, and 
7.3.4 time shall not be of the essence with respect to the supply of the Services or any Goods.
7.4    If Our performance of its obligations under this Agreement is prevented or delayed by any act or omission or negligence of You, Your agents, subcontractors, consultants or employees, then We shall not be liable for any costs, charges or losses sustained or incurred by You that arise directly or indirectly from such prevention or delay.
7.5    Subject to clause 7.6, Our maximum total liability to You for any breach or series of breaches of the Agreement and/or any negligence will not exceed the price paid by You to Us for the Goods and/or Services related to the breach or negligence in the 12 months before the event giving rise to the alleged liability.
7.6    In relation to clause 7.5, any claim must be made within 12 months of the alleged breach or negligence otherwise the parties acknowledge and agree that any such claim will be invalid.
7.7    Neither party shall be liable to the other in respect of any indirect or consequential losses, loss of profit or loss of reputation though You shall be liable to pay to Us, on demand, all reasonable costs, charges or losses sustained or incurred by Us that arise directly from Your fraud, negligence, failure to perform or delay in the performance of any of Your obligations under this Agreement, subject to Us notifying such costs, charges and losses to You in writing.
7.8    In so far as Goods comprise or contain Software, Hardware, equipment or components which were not manufactured or produced by Us, You shall be entitled to only such warranty or other benefit as We have received from the manufacturer. Where Goods are exported, the warranty arrangements shall be as provided by the manufacturer in the country of installation. Where, however, no such warranty arrangements exist, We will at Our sole discretion, accept the return provided that unless otherwise agreed in writing, You shall be responsible for all costs (including transportation costs) involved.

8    Force Majeure
8.1    We reserve the right without notice or liability to You to defer the date of performance or to cancel the supply of the Goods and Services if We are prevented from or delayed in the carrying on of Our business, or the provision of Services or supply of Goods to You, due to a Force Majeure event, provided that if the event in question endures for a continuous period in excess of 90 days either party shall be entitled to give notice in writing to the other to terminate the Agreement.
8.2    Where the Services rely upon the availability of data centres, We will use reasonable efforts to provide maximum data centre availability, but You recognise and acknowledge that there is a possibility that a data centre or data centres may become inaccessible or unavailable as a result of code upgrades, operating system instability, power failures, internet outages or other causes beyond Our reasonable control. In such circumstances We shall have no liability to You for any failure to meet service levels caused by such failures or delays.

9    Termination
9.1    We may at our sole discretion suspend or terminate the Agreement immediately if:
9.1.1 You commit a Material Breach of any of Your obligations under the Agreement; or
9.1.2  if You become insolvent, have an administrative receiver appointed of Your business, make or take steps to make any composition or arrangement with Your creditors, or are compulsorily or voluntarily wound up or cease or threaten to cease trading or We bona fide believe that any of those events may occur; or
9.1.3 You have failed to pay any amount due under this Agreement on the due date and such amount remains unpaid within 10 Business Days after We have issued notification to You that the payment is overdue; or
9.1.4 You undergo a change of Control, or it is realistically anticipated that You shall undergo a change of Control within two months.
9.2    Our termination of the Agreement in accordance with clause 9.1 shall be without prejudice to any other rights available to Us under these Terms.
9.3    Once accepted by Us, You may only cancel Your Order for Goods with our consent which we are entitled to withhold in any circumstances at our sole discretion.  We reserve the right to raise a cancellation charge reflecting a reasonable pre-estimate of our loss in the event that We consent to Your request to cancel an Order for Goods.
9.4    In circumstances  where any Services remain to be provided to You even after termination of the Agreement, we reserve the right to issue invoices for payment for those Services in accordance with clause 5 (Prices & Payment).
9.5    Orders for Customised Products may not be cancelled.
9.6    With respect to the supply of Services to You:
9.6.1    Minimum Term:  Either party may terminate this Agreement by providing written notice to the other party, which notice must be served no later than one month before the end of the Minimum Term. If no such notice is served, this Agreement shall automatically continue for the Renewed Term in accordance with clause 2.1.
9.6.2    Renewed Term: Once the Agreement is in a Renewed Term, either party may terminate the Agreement by providing written notice to the other party which notice must be served no later than one month before the end of the Renewed Term. If no such notice is served, this Agreement shall automatically continue for a further Renewed Term.
9.6.3     For the avoidance of doubt, in the event that notice to terminate is not served on the other party to terminate a Renewed Term, this Agreement shall continue for subsequent Renewed Terms until notice is served in accordance with this clause 9.6.
9.7    On termination or expiry of this Agreement:
9.7.1    You shall immediately pay to Us
9.7.1.1    all of Our outstanding unpaid invoices and (if applicable) any default interest and, in respect of the Services supplied but for which no invoice has been submitted, We may submit an invoice, which shall be payable immediately on receipt; together with
9.7.1.2    where the Agreement has been terminated due to Your default under clause 9.1, a sum equal to all the charges due to the end of the Minimum Term or Renewal Term that have not been invoiced by Us.
9.7.2    You shall return all of Our Equipment, and each party shall return to the other any of the other’s confidential material. If You fail to do so, then We may enter Your premises and take possession of Our Equipment. Until they have been returned or repossessed, You shall be solely responsible for their safe keeping; and 
9.7.3    the following clauses shall continue in force even after termination of this Agreement: clause 5 (Price & Payment), clause 6 (Delivery, Title and Risk), clause 7  (Warranties and Limitation of liability), clause 11 (Intellectual Property Rights), clause 12 (Data Protection), clause 14 (Confidential Information), clause 15 (Dedicated Personnel) and clause 16 (General).
9.8    Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.

10    Return of Goods
10.1    We will accept the return of Goods supplied to You where Our prior authorisation has been obtained. In no circumstances will any returns be accepted without Our prior authorisation. To obtain Our authorisation, You should contact Us. Other than in the case of Our or supplier error, Customised Goods, Exported Goods and Software where the manufacturers seal has been broken are non-returnable. 
10.2    We will accept the return of damaged, faulty or incorrectly supplied Goods only upon the following terms:
10.2.1    Damaged Goods: If Goods are received damaged, You must advise Us immediately upon delivery. You must retain all packaging in case this is required by Us in processing Your claim. Damaged packaging must be signed for as such.
10.2.2    Faulty Goods: If faulty Goods are received, You must inform Us within seven calendar days of delivery.
10.2.3    Incorrect Goods: If Goods are supplied incorrectly or otherwise differently from specification on the Our Delivery Advice, You must inform Us within three working days of delivery. They must be returned complete with all accessories in the original packaging.
10.3    It is Your responsibility to check all packages upon delivery. Faulty, Damaged or incorrectly supplied Goods will be credited at full invoice price provided We have collected the Goods.
10.4    A re-stocking charge will be made for all goods which are not returned in a pristine condition and/or where We have not been informed according to clauses 10.2 2 or 10.2.3.
10.5    Where You wish to return a product which has been delivered according to specification, complete and in full working order, a handling charge of £50 or 10% of the sales value, whichever is greater, will be charged. The original delivery, installation or configuration charges are non-refundable and a charge for deconfiguration will be made where appropriate.  We reserve the right to refuse return of these products.

11    Intellectual Property Rights
11.1    You acknowledge that all Intellectual Property Rights in the Goods and Services are and shall remain owned respectively by our suppliers and Us and nothing in these Terms purports to transfer, assign, or grant any rights to You in respect of the Intellectual Property Rights.
11.2    You agree that You will treat as strictly private and confidential the Agreement and the Services and all information you obtain from the Services.
11.3    You agree that You will not change, amend, remove, alter, or modify the Goods and Services or any trademark or proprietary marking in the Goods and Services until title in the Goods passes to You.
11.4    To the extent that We have provided You with all appropriate licenses and consents in relation to the Goods and Services We provide to You, We shall have no obligation or liability to You in respect of any infringement or alleged infringement of any Intellectual Property Rights belonging to a third party arising from Your possession or use of or dealing in the Goods or the Services.
11.5    You shall enter into a license agreement with the manufacturer of any Software You use. In the event of conflict between this Agreement and any such license agreement, the latter shall prevail.
11.6    You agree to indemnify Us and keep Us indemnified from and hold us on demand harmless from and against all costs, claims, demands, actions, proceedings, liabilities, expenses, damages, or losses (including without limitation consequential losses and loss of profit, and all interest and penalties and legal and other professional costs and expenses) arising out of or in connection with Your breach of this clause 11.

12    Processing of Personal Data
12.1    Annex 1 - Data Processing Agreement and Annex 2 – Processing Personal Data, shall apply and be incorporated into these Terms. 

13    Ethical Behaviour
13.1    The parties shall comply with applicable laws and regulations relating to anti-corruption, including, without limitation, the Bribery Act 2010 and the Criminal Finances Act 2017 (together the Bribery Acts);
13.2    In carrying out their responsibilities under this Agreement, the parties each represent that:
13.2.1    it has not paid, offered, promised to pay or authorised and will not pay, offer, promise to pay, or authorise the payment directly or indirectly of any monies or anything of value (in the form of entertainment, gifts, gratuities, or otherwise) for the purpose of obtaining or rewarding favourable treatment;
13.2.2    it has not paid, offered, promised to pay or authorised and will not pay, offer, promise to pay, or authorise the payment directly or indirectly of any monies or anything of value to (i) any person or firm employed by or acting for or on behalf of the other party, or (ii) any government official or employee or any political party or candidate for political office for the purpose of influencing any act or decision or inducing or rewarding any action by Us in any commercial transaction or in any governmental matter or securing any improper advantage to assist in obtaining or retaining business or directing business to any person;
13.2.3    it has not made and will not make, either directly or indirectly, any improper payments, including but not limited to facilitation payments, gratuities or kickbacks;
13.2.4    it has established and will maintain an effective business ethics and compliance program and procedures to prevent corruption and ensure compliance with the Bribery Acts. Each party’s program and procedures shall implement guidance published by the United Kingdom Ministry of Justice relative to compliance with the Bribery Acts.    
13.3    Each party will promptly disclose to the other party together with all pertinent facts any violation, or alleged violation, of the Bribery Acts in connection with the performance of this Agreement.

14    Confidential Information 
14.1    Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its Representatives to the other party and that party's Representatives whether before or after the date of this agreement in connection with Services including but not limited to:
14.1.1    the terms of this agreement or any agreement entered into in connection with this Agreement;
14.1.2    any information that would be regarded as confidential by a reasonable business person relating to the business, assets, affairs, customers, patients, clients, suppliers, or plans, intentions, or market opportunities of the disclosing party (or of any member of the group of companies to which the disclosing party belongs) and the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party (or of any member of the group of companies to which the disclosing party belongs);
14.1.3    any information developed by the parties in the course of carrying out this Agreement.
14.2    The provisions of this clause shall not apply to any Confidential Information that:
14.2.1    is or becomes generally available to the public (other than as a result of its disclosure by the other party or its employees, officers, agents or contractors);
14.2.2    was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
14.2.3    was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; or
14.2.4    the parties agree in writing is not confidential or may be disclosed; or
14.2.5    is developed by or for the receiving party independently of the information disclosed by the disclosing party.
14.3    Each party shall keep the other party's Confidential Information secret and confidential and shall not:
14.3.1    use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this agreement (Permitted Purpose); or
14.3.2    disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this Clause 14.
14.4    A party may disclose the other party's Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:
14.4.1    it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
14.4.2    at all times it is responsible for such Representatives' compliance with the obligations set out in this clause.
14.5    A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 14.5, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
14.6    Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in this Agreement are granted to the other party, or to be implied from this agreement.
14.7    On termination or expiry of this agreement, each party shall:
14.7.1    destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party's Confidential Information;
14.7.2    erase all the other party's Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and
14.7.3    certify in writing to the other party that it has complied with the requirements of this clause, provided that a recipient party may retain documents and materials containing, reflecting, incorporating or based on the other party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority. The provisions of this clause shall continue to apply to any such documents and materials retained by a recipient party, subject to Clause 9 (Termination).
14.8    We and You shall each preserve the secrecy of all confidential information set out in this Clause 14 from the other and shall each ensure that such obligation is observed by each of its employees, officers, agents and contractors.
14.9    The obligations imposed by this Clause 14 shall survive the variation, renewal or termination of the Agreement.

15    Dedicated Personnel
15.1    Where We are providing Dedicated Personnel to You, the provisions of the Dedicated Personnel Schedule shall apply in addition to these Terms.

16    General
16.1    The relationship of the parties is that of independent contractors dealing at arm’s length;
16.2    No amendment, variation or addition to these conditions shall be binding unless agreed to in writing by Our authorised representative.
16.3    You are not entitled to assign or novate the Agreement or any part of it without Our prior written consent.
16.4    We may assign the Agreement or any part of it to any person, firm, or company.
16.5    The parties to these Terms do not intend that any term of the Agreement shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to these Terms or a permitted assignee.
16.6    Failure or delay by Us in enforcing or partially enforcing any provision of the Agreement will not be construed as a waiver of any of Our rights under the Agreement.
16.7    Any waiver by Us of any breach of, or any default under, any provision of the Agreement by You will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Agreement.
16.8    If any provision or part of a provision is held to be invalid or unenforceable by any court or other body of competent jurisdiction, that provision or part of that provision shall be deemed severable and the other provisions or the remainder of the relevant provision will continue in full force and effect. 
16.9    Unless otherwise stated in these Terms, all notices from You to Us or vice versa must be in writing and sent to Our registered office as stipulated in clause 1.10 above (or such other address as We may notify to You from time to time) or Your address (or email address) as stipulated in the Order.
16.10    Subject to the provisions of the Dedicated Personnel Schedule, You agree not to employ or engage in any capacity any person, firm, or company employed or engaged by Us during any part of the term of the Agreement or for 6 months after the end of the Agreement.
16.11    The Agreement shall be governed by and construed in accordance with English law and shall be subject to the exclusive jurisdiction of the English courts.
 
Annex 1 - Data Processor Agreement
1    Definitions
1.1    “Agreement” refers to the agreement between Us and You for the provision of our Products and/or Services to You. 
1.2    “Business Critical Sub-Processor” means any affiliates, subsidiary or holding company of Ours and any Sub-Processor which is required to provide Our Services to You. 
1.3    “Customer”, “You” and “Your” are references to the individual, company, partnership, or organisation contracting services from Sharp.
1.4    “Data Location” refers to the country of origin of the Personal Data. It reflects the respective jurisdictions of:
1.4.1    United Kingdom
1.4.2    Switzerland
1.4.3    European Union Countries
1.4.4    European Economic Area Countries
1.5    “Data Protection Legislation” means
1.5.1    the EU GDPR (Regulation (EU) 2016/679 (GDPR)), or
1.5.2    the Data Protection Act 2018 and the UK GDPR as applicable as part of UK domestic law by virtue of section 3 of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 and any national laws or regulations implementing the foregoing, and any amendments or replacements thereto, or
1.5.3    the Swiss Federal Data Protection Act
1.5.4    Capitalized terms used in this agreement shall have the meanings or context provided in the Data Protection Legislation applicable in that jurisdiction unless otherwise defined in this document.  
1.6    “Hardware” means any Goods or Equipment which comprise   products, peripherals or other items of computer hardware.
1.7    “Products” means any and all products supplied by Sharp to You including but not limited to computer Hardware and Software.
1.8    “Services” means any and all services supplied by Sharp to You, including but not limited to the delivery, installation and configuration services in relation to any Goods sold to You or Equipment supplied to You for any services.
1.9    “Software” means any Goods which contain in whole or in part a computer program or programs or instructions.
1.10    “We”, “Us”, “Our”, and “Sharp” are reference to the contracting Sharp Group company. 

2    Obligations
2.1    The parties agree that You are the Controller and We are the Processor for the purposes of processing Personal Data pursuant to the Agreement.
2.2    We shall:
2.2.1    Only process Personal Data only in accordance with Annex 1 (Processing Personal Data)
2.2.2    Process Personal Data in compliance with the obligations imposed on Us under Data Protection Legislation.
2.2.3    Process Personal Data solely in accordance with Your instructions from time to time and shall not process Personal Data for any other purpose, except to the extent required under any applicable law, regulation, or secondary legislation. You acknowledge that We rely on You for direction regarding the extent to which We are entitled to use and process Personal Data, and You shall ensure that You provide Us with clear, lawful, and timely instructions to enable Us to provide our services.
2.2.4    Not be liable for any claim, loss, or liability arising from any action or omission by Us, to the extent that such action or omission resulted directly from Your instructions or Your failure to provide Us with clear, timely instructions.
2.2.5    Through the course of supplying Services to You, We may have access to Personal Data stored within your Software and Hardware. We shall preserve the secrecy of all information We have access to and shall ensure that such obligation is observed by each of Our employees and contractors.
2.2.6    Ensure that all Our employees involved with the Services are informed of the confidential nature of Personal Data, have (to the extent required under applicable Data Protection Legislation) undertaken training in the laws relating to handling Personal Data, and are aware of Our obligations under such legislation and the Agreement.
2.2.7    Inform You if We believe that any instructions received from You are likely to infringe Data Protection Legislation and be entitled to cease providing the relevant Services until the parties have agreed upon appropriate amended instructions that are not infringing. Charges payable to Sharp shall not be discounted or set-off as a result of any delay or non-performance of any obligation in accordance with this clause.
2.2.8    Implement and maintain suitable technical and organisational measures to protect Personal Data against accidental, unauthorised, or unlawful destruction, loss, alteration, disclosure, or access.
2.2.9    if in relation to the Products and Services provided under the Agreement, We receive any complaint, notice or communication which relates directly or indirectly to Our processing of Your Personal Data or to either party’s compliance with Data Protection Legislation notify You without undue delay and shall provide You with reasonable co-operation and assistance in relation to any such complaint, notice or communication.
2.3    You Shall:
2.3.1    At all times comply with all Data Protection Legislation and nothing in the Agreement relieves You of any responsibilities or liabilities under any Data Protection Legislation
2.3.2    Ensure that You provide Us with clear and timely instructions to enable Us to provide our services, and at all times these instructions must be in accordance with all Data Protection Legislation. 
2.3.3    Ensure that You have all necessary and appropriate consents and notices in place to enable the lawful transfer of Personal Data to Us and for Us to process Personal Data for the purposes anticipated by the services provided by Us.
2.3.4    Indemnify and keep indemnified Us against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to Data Subjects, demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a Data Protection Supervisory Authority) arising out of or in connection with any breach by You of Your obligations under this clause

3    Assistance to the Controller
3.1    In respect to Data Subject Right:
3.1.1    We shall promptly notify You of any request received from a data subject. We shall not respond to the request itself unless authorised to do so by You.
3.1.2    We shall provide reasonable assistance to You in fulfilling Your obligation to respond to data subjects’ requests to exercise their rights, taking into account the nature of the processing.
3.1.3    For the avoidance of doubt, this clause only applies to Personal Data that the Sharp processes as described in Annex 2. If the Customer requires assistance in relation to Personal Data not processed by Sharp, this will be deemed a Service and therefore subject to additional charges. 
3.2    In respect to Data Protection Impact Assessments, We shall:
3.2.1    Provide reasonable assistance to You in relation to a Data Protection Impact Assessment that You may be legally required to carry out in relation to Services provided by Us. 
3.2.2    provide You with assistance, at Your cost, in relation to any request made by You concerning a Data Protection Impact Assessment required for Your own Software and Hardware.

4    Notification of Personal Data Breach
4.1    In the event of a Personal Data Breach concerning Personal Data processed by Us, We shall notify You without undue delay after We having become aware of the breach. This notification shall include:
4.1.1    A description of the nature of the breach, including, where possible, the categories and approximate number of Data Subjects and Personal Data Records concerned.
4.1.2    The contact details of a point of contact where more information regarding the Personal Data Breach can be obtained.
4.1.3    the likely consequences of the breach and the measures taken or proposed to be taken to address the breach, including steps to mitigate its possible adverse effects.
4.2    We will provide You with reasonable cooperation in Your handling of the matter.
4.3    We will not inform any third-party of any Personal Data Breach without first obtaining Your written consent, except when required to do so by law. 
4.4    For the avoidance of doubt, this clause only applies to Personal Data that We processes as described in Annex 2. If You require assistance in relation to data that We do not process, this will be deemed a Service and therefore subject to additional charges. 

5    Use of Sub-Processors
5.1    Subject to clause 5.2, we reserve the right to appoint Sub-Processors (including for the avoidance of doubt Business Critical Sub-Processors) to process Personal Data and You hereby consent to such appointment. 
5.2    We shall:
5.2.1    Only authorise third party Sub-Processors to process the Personal Data where We have appointed such Sub-Processor under a written agreement containing materially the same obligations as under this Data Processor Agreement (including those relating to sufficient guarantees to implement appropriate technical and organisational measures) that is enforceable by Us and ensure such Sub-Processor complies with all such obligations;
5.2.2    remain fully liable to You under this Agreement for all the acts and omissions of each Sub-Processor as if they were Our own; and
5.2.3    ensure that all persons authorised by Us or any Sub-Processor to process Personal Data are subject to a binding written contractual obligation to keep the Personal Data confidential.

6    International Data Transfer
6.1    Subject to clauses 6.2 and 6.3, We reserve the right to process Personal Data outside of the Data Location and You hereby consent to such processing. 
6.2    All Personal Data is located in the Data Location however, given the global operations of the Sharp Group, the processing of Personal Data may necessitate the transfer of Personal Data to countries outside the Data Location. In such instances, and in compliance with Data Protection Legislation, such transfers will only be to Sharp Group companies or to other third parties located in countries that are subject to Adequacy regulations (Article 45) or where We have implemented appropriate safeguards (Article 46).
6.3    In relation to the provisions of clauses 6.1 and 6.2, We shall:
6.3.1    only process, or permit the processing of, Personal Data under the following conditions:
6.3.1.1    The processing of Personal Data occurs in a territory that is subject to Adequacy regulations under Data Protection Legislation, ensuring that the territory provides adequate protection for the privacy rights of individuals.
6.3.1.2    A valid cross-border transfer mechanism is adopted under Data Protection Legislation, ensuring that appropriate safeguards are in place to provide an adequate level of protection for the privacy rights of individuals, as required by Article 46 of the UK GDPR.

7    Audit
7.1    We shall:
7.1.1    Will keep accurate and up-to-date records regarding any processing of the Personal Data and make available to You this information as is necessary to demonstrate Our compliance with the obligations placed on Us.
7.1.2    Permit You, on one occasion in any twelve (12) month period and upon giving at least 30 working days’ notice to Us, to inspect or appoint representatives (who We deem not to be competitors of Sharp) to inspect, during normal working hours and at a time reasonably convenient to Us, all facilities and equipment at Our premises used to process Your Personal Data. You agree to respect the need for Us to maintain the security of Our facilities and uninterrupted business operations, protect Our customers from risk, and prevent the disclosure of information that would jeopardize the confidentiality of Our or Our customers’ information.

8    Termination
8.1    This Agreement will survive the termination or expiry of the Agreement between Us and You. 
8.2    On termination of the Agreement, We shall return or delete Personal Data processed on behalf of You, except to the extent where it is commercially unviable to do so and where any applicable law requires Us to store such Personal Data. 

Annex 2 – Processing Personal Data