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Terms & Conditions

 

  1. INTERPRETATION

1.1 Definitions. In these Conditions, the following definitions apply:

Business Day: A day (other than a Saturday, Sunday or a public holiday) when banks in London are open for business.

Commencement Date: The meaning set out in clause 2.2.

Conditions: These terms and conditions as amended from time to time in accordance with clause 16.8.

Contract: The contract between the Supplier and the Customer for the supply of Goods and/or Services in accordance with these Conditions.

Customer: The person or firm who purchases the Goods and/or Services from the Supplier.

Deliverables: The deliverables set out in the Order.

Delivery Location: Meaning set out in clause 4.2.

Force Majeure Event: Meaning given to it in clause 16.1(a).

Goods: The goods (or any part of them) set out in the Order.

Goods Specification: Any specification for the Goods, including any relevant plans or drawings, that is agreed in writing by the Customer and the Supplier.

Intellectual Property Rights: All patents, rights to inventions, utility models, copyrights 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, moral rights, rights in confidential information (including know-how and trade secrets), and any other intellectual property rights, whether registered or unregistered, 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.

Order: The Customer’s order for the supply of Goods and/or Services, as outlined in the Customer’s purchase order form, or the Customer’s written acceptance of the Supplier’s quotation, whether provided overleaf or otherwise.

Services: The services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Service Specification.

Service Specification: The description or specification for the Services provided in writing by the Supplier to the Customer.

Supplier: Pappaya Global Limited registered in England and Wales with company number 15374134.

Supplier Materials: Meaning set out in clause 8.1(g).

1.2 Construction. In these Conditions, the following rules apply:

(a) “Person” includes a natural person, corporate, or unincorporated body (whether or not having separate legal personality).

(b) A reference to a “party” includes its personal representatives, successors, or permitted assigns.

(c) A reference to a “statute” or “statutory provision” is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

(d) Any phrase introduced by the terms “including,” “include,” “in particular,” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

(e) A reference to “writing” or “written” includes faxes and emails.

 

  1. BASIS OF CONTRACT

2.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.

2.2 The Order shall only be deemed accepted when the Supplier issues written acceptance of the Order, at which point and on which date the Contract shall come into existence (Commencement Date).

2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, or representation made or given by or on behalf of the Supplier, which is not set out in the Contract.

2.4 Any samples, drawings, descriptive matter, or advertising issued by the Supplier, and any descriptions of the Goods or illustrations or descriptions of the Services contained in the Supplier’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.

2.5 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.

2.6 Any quotation given by the Supplier shall not constitute an offer and is only valid for a period of 28 Business Days from its date of issue.

2.7 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified. 

  1. GOODS

3.1 The Goods are described in the Goods Specification.

3.2 The Supplier reserves the right to amend the description and/or specification of the Goods from time to time as necessary.

  1. DELIVERY OF GOODS

4.1 The Supplier shall ensure that:

(a) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods.

(b) if the Supplier requires the Customer to return any packaging material to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier’s expense.

4.2 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location).

(a) The obligation is on the customer to inform the Supplier prior to the dispatch of the goods, that they require an alternative delivery address to that stated on the Order.

4.3 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location.

4.4 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.5 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs of the Goods.

4.6 The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event, the Customer’s failure to provide the Supplier with adequate delivery instructions for the Goods, or any relevant instruction related to the supply of the Goods.

4.7 If the Customer fails to accept or take delivery of the Goods within 3 Business Days of the Supplier notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by the Supplier’s failure to comply with its obligations under the Contract in respect of the Goods:

(a) Delivery of the Goods shall be deemed to have been completed at 9.00 am on the 3rd Business Day following the day on which the Supplier notified the Customer that the Goods were ready; and

(b) The Supplier shall store the Goods until delivery takes place and charge the Customer for all related costs and expenses (including insurance).

4.8 If 14 Business Days after the Supplier notified the Customer that the Goods were ready for delivery the Customer has not accepted or taken delivery of them, the Supplier may resell or otherwise dispose of part or all the Goods.

4.9 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment. 

  1. QUALITY OF GOODS

5.1 (a) The Customer acknowledges that the Company is not the manufacturer of the Goods and therefore does not inspect the quality or condition of the Goods. Consequently, the Company makes no warranty as to the condition or quality of the Goods.

(b) The Customer acknowledges that when the manufacturer of the Goods provides a warranty for the benefit of the Customer, the Customer will utilize the warranty given by the manufacturer and will not turn to the Company to resolve issues of quality and/or condition.

(c) The Customer acknowledges that the Company does not provide Goods on a ‘trial basis’, and the Customer agrees that it relies entirely on its own skill and knowledge to assess the suitability and fitness for purpose of the Goods.

(d) The Customer is responsible for completing any registration required by the manufacturer to validate or activate any warranty provided by the manufacturer.

5.2 The Supplier shall not be liable for the Customer’s failure to comply with the terms of the manufacturer’s warranty.

5.3 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1. 

  1. TITLE AND RISK

6.1 The risk in the Goods passes to the Customer upon completion of delivery.

6.2 Title to the Goods does not pass to the Customer until the Supplier has received payment in full (in cash or cleared funds) for:

(a) The Goods; and

(b) Any other goods that the Supplier has supplied to the Customer for which payment has become due.

6.3 Until title to the Goods has passed to the Customer, the Customer shall:

(a) Hold the Goods on a fiduciary basis as the Supplier’s bailee;

(b) Store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;

(c) Not remove, deface, or obscure any identifying mark or packaging on or relating to the Goods;

(d) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Supplier’s behalf from the date of delivery;

(e) Notify the Supplier immediately if it becomes subject to any of the events listed in clause 13.1(b) to clause 13.1(l); and

(f) Provide the Supplier with such information relating to the Goods as the Supplier may require from time to time, while the Customer may resell or use the Goods in the ordinary course of its business.

6.4 If, before title to the Goods passes to the Customer, the Customer becomes subject to any of the events listed in clause 13.1(b) to clause 13.1(l), or the Supplier reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided the Goods have not been resold, and without limiting any other right or remedy the Supplier may have, the Supplier may at any time require the Customer to deliver up the Goods, and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them. 

  1. SUPPLY OF SERVICES

7.1 The Supplier shall provide the Services to the Customer in accordance with the Service Specification in all material respects.

7.2 The Supplier shall use all reasonable endeavors to meet any performance dates for the Services specified in the Order, but any such dates shall be estimates only, and time shall not be of the essence for the performance of the Services.

7.3 The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.

7.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

7.5 The Supplier shall always aim to maintain service levels to a minimum of 99.9% availability of Services, measured across a calendar month. Where the Supplier falls below these service levels, it shall, at its sole discretion, provide the Customer with compensation by way of a 5% discount on the following month’s subscription cost.

  1. CUSTOMER’S OBLIGATIONS

8.1 The Customer shall:

(a) Ensure that the terms of the Order and (if submitted by the Customer) the Goods Specification are complete and accurate;

(b) Cooperate with the Supplier in all matters relating to the Services;

(c) Provide the Supplier, its employees, agents, consultants, and subcontractors, with access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the Supplier to provide the Services;

(d) Provide the Supplier with such information and materials as the Supplier may reasonably require for supplying the Services, and ensure that such information is accurate in all material respects;

(e) Prepare the Customer’s premises for the supply of the Services;

(f) Obtain and maintain all necessary licenses, permissions, and consents which may be required for the Services before the date on which the Services are to start;

(g) Keep and maintain all materials, equipment, documents, and other property of the Supplier (Supplier Materials) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorization.

8.2 If the Supplier’s performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

(a) The Supplier shall, without limiting its other rights or remedies, have the right to suspend performance of the Services until the Customer remedies the Customer Default and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;

(b) The Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 8.2; and

(c) The Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

  1. CHARGES AND PAYMENT

9.1 The price for Goods and/or Services shall be the price set out in the Supplier’s written acceptance of the Order. If no price is quoted, the price shall be set out in the Supplier’s published price list as of the date of delivery. The price of the Goods is exclusive of all costs and charges of packaging, insurance, and transport of the Goods, which shall be paid by the Customer when paying for the Goods.

9.2 The Supplier reserves the right to:

(a) increase the price of the Goods by giving notice to the Customer before delivery to reflect any increase in the cost of the Goods due to factors beyond the Supplier’s control, any requested changes by the Customer, or any delays caused by the Customer’s instructions or failure to provide adequate information;

(b) Increase the price of the Services by giving 14 days’ written notice to reflect changes in the market or increased costs of providing the Services to the Customer.

9.3 In respect of Goods, the Supplier shall invoice the Customer upon completion of delivery. In respect of Services, the Supplier shall invoice the Customer at the point of ordering and then monthly for the cost of Services provided.

9.4 The Customer shall pay each invoice submitted by the Supplier:

(a) within 14 days of the invoice date;

(b) in full and in cleared funds to a bank account nominated in writing by the Supplier, with time for payment being of the essence of the Contract.

9.5 All amounts payable by the Customer under the Contract are exclusive of VAT. Upon receipt of a valid VAT invoice from the Supplier, the Customer shall pay such additional amounts in respect of VAT as are chargeable on the supply of Services or Goods at the same time as payment is due.

9.6 If the Customer fails to make any payment due to the Supplier under the Contract by the Due Date, the Supplier shall have the right to charge interest on the overdue amount at a rate of 10 per cent per annum above the then current Barclays Bank PLC’s base rate, accruing daily from the Due Date until the date of actual payment.

9.7 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding, except as required by law. The Supplier may set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

9.8 Without prejudice to any other rights and remedies, the Supplier will be entitled to remove the Customer’s data from its systems and any Equipment and/or put the Equipment to any use other than the Customer’s if any amount due under the Agreement is not paid within 14 days of its due date for payment. The Supplier is not required to back up such data or return it to the Customer prior to any such removal or following termination of the Agreement. 

  1. INTELLECTUAL PROPERTY RIGHTS

10.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier.

10.2 The Customer acknowledges that, in respect of any third-party Intellectual Property Rights in the Services, the Customer’s use of any such Intellectual Property Rights is conditional upon the Supplier obtaining a written license from the relevant licensor on terms that will entitle the Supplier to license such rights to the Customer.

10.3 All Supplier Materials are the exclusive property of the Supplier.

  1. CONFIDENTIALITY

A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes, or initiatives that are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents, or subcontractors, and any other confidential information concerning the Disclosing Party’s business, products, or services that the Receiving Party may obtain. The Receiving Party shall restrict the disclosure of such confidential information to its employees, agents, or subcontractors who need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents, or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 11 shall survive termination of the Contract. 

  1. LIMITATION OF LIABILITY: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

12.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:

(a) Death or personal injury caused by its negligence, or the negligence of its employees, agents, or subcontractors;

(b) Fraud or fraudulent misrepresentation;

(c) Breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);

(d) Breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or

(e) Defective products under the Consumer Protection Act 1987.

12.2 Subject to clause 12.1:

(a) The Supplier shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

(b) The Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £100.

12.3 Except as set out in these Conditions, all warranties, conditions, and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

12.4 This clause 12 shall survive termination of the Contract..

  1. TERMINATION

13.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a) The other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing of the breach;

(b) 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 (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

(c) 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 other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(d) 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 the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;

(e) The other party (being an individual) is the subject of a bankruptcy petition or order;

(f) 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 its assets and such attachment or process is not discharged within 14 days;

(g) 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);

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

(i) 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;

(j) 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 13.1(b) to clause 13.1(i) (inclusive);

(k) The other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; or

(l) The other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

13.2 Without limiting its other rights or remedies, the Supplier may terminate the Contract:

(a) by giving the Customer one month’s written notice;

(b) with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.

13.3 The Customer may terminate the Contract by giving the Supplier not less than 30 days’ written notice. Subject to the minimum term stated in clause 15 of this agreement. This Clause applies from the 30th day from the Commencement Date, until which time the Customer may terminate the Contract under the Supplier’s 30-day money-back guarantee. The 30-day money-back guarantee does not extend to any amounts paid to the Supplier for Setup and Migration Services. The 30-day money-back guarantee also does not apply to Broadband and Hosted VoIP services.

13.4 The Customer may terminate the contract before the expiry of the minimum term set out in clause 15 of this agreement, with 1 month’s written notice subject to payment in full of all sums being paid to the Supplier, that the Customer would have been liable to pay to the Supplier, had they not terminated this agreement.

13.5 Without limiting its other rights or remedies, the Supplier shall have the right to suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if:

(a) The Customer fails to make pay any amount due under this Contract on the due date for payment; or

(b) The Customer becomes subject to any of the events listed in clause 13.1(b) to clause 13.1(l), or the Supplier reasonably believes that the Customer is about to become subject to any of them.

  1. CONSEQUENCES OF TERMINATION

14.1 On termination of the Contract for any reason:

(a) The Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately upon receipt;

(b) The Customer shall return all the Supplier Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safekeeping and will not use them for any purpose not connected with this Contract;

(c) The accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry;

(d) Clauses which expressly or by implication have effect after termination shall continue in full force and effect.

  1. MINIMUM TERMS

15.1 As stated in Clause 13 above, the Services may be subject to minimum terms of contract (Minimum Term). If a service is stated below, the Customer agrees to be bound by the Minimum Term stated.

(a) IT Support Services – 12 months

(b) Broadband internet – 12 months

(c) Hosted Desktops – 12 months

(d) Hosted Exchange Email – 12 months

(e) Hosted VoIP Services – 3 months

(f) Hosted Microsoft Lync – 12 months

(g) Hosted Microsoft SharePoint – 1 month

(h) Hosted Servers – 1 month

(i) Hosted Cloud Backup – 1 month

(j) Outlook Client License – 1 month

15.2 The customer agrees, as set out in clause 13.3, to provide a minimum of 1 month’s written notice of termination to the Supplier at the end of the Minimum Term if they do not wish to continue with the Services. Where written notice is not provided, the contract will automatically be renewed for an additional period equal to the Minimum Term for the Service provided. Automatic renewal will then be applied at the end of every contract period until the Customer provides the required written notice of termination. 

  1. GENERAL

16.1 Force majeure:

(a) For the purposes of this Contract, a Force Majeure Event means an event beyond the reasonable control of the Supplier, including but not limited to strikes, lock-outs, or other industrial disputes (whether involving the workforce of the party or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation, or direction, accident, breakdown of plant or machinery, fire, flood, storm, or default of suppliers or subcontractors.

(b) The Supplier shall not be liable to the Customer because of any delay or failure to perform its obligations under this Contract due to a Force Majeure Event.

(c) If the Force Majeure Event prevents the Supplier from providing any of the Services and/or Goods for more than 8 weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.

 

16.2 Assignment and subcontracting:

(a) The Supplier may at any time assign, transfer, charge, subcontract, or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all its obligations under the Contract to any third party.

(b) The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract, or deal in any other manner with all or any of its rights or obligations under the Contract.

16.3 Notices:

(a) Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery, or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party’s main fax number.

(b) Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at such an address or, if sent by prepaid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.

(c) This clause 16.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, “writing” shall not include e-mails, and for the avoidance of doubt, notice given under this Contract shall not be validly served if sent by e-mail.

16.4 Waiver and cumulative remedies:

(a) A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

(b) Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

16.5 Severance:

(a) If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal, or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.

(b) If any invalid, unenforceable, or illegal provision of the Contract would be valid, enforceable, and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid, and enforceable.

16.6 No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have the authority to act as an agent for, or to bind, the other party in any way.

16.7 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.

16.8 Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by the Supplier.

16.9 Governing law and jurisdiction: This Contract, 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, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

  1. ELECTRONIC COMMUNICATIONS

When you visit the Pappaya Site or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the Pappaya Site. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

  1. ZERO TOLERANCE POLICY

At Pappaya Global Limited, we are committed to providing a secure, safe, and respectful environment for all users of our public cloud services. As part of this commitment, we maintain a zero-tolerance policy towards any form of misconduct or violation of our terms of service. This policy applies to all users, including customers, partners, employees, and any individuals interacting with our services.

8.1 Our zero-tolerance policy encompasses the following key principles:

(a) Security: Any attempt to compromise the security or integrity of our cloud infrastructure, including unauthorized access, tampering, or exploitation of vulnerabilities, will result in immediate action, including account suspension or termination.

(b) Harassment and Discrimination: We do not tolerate harassment, discrimination, or any form of abusive behavior towards our employees, other users, or any individual associated with our services. This includes but is not limited to verbal abuse, threats, or derogatory remarks based on race, gender, religion, sexual orientation, or any other protected characteristic.

(c) Illegal Activities: Our services must not be used for any illegal activities, including but not limited to fraud, intellectual property infringement, or the distribution of malicious software. Any such activities will result in account suspension or termination, and we will cooperate fully with law enforcement authorities as required by law.

(d) Violation of Privacy: We respect the privacy of our users and their data. Any unauthorized access, collection, or sharing of personal information without consent is strictly prohibited and will be met with swift action, including account suspension or termination.

(e) Compliance with Laws and Regulations: Users of our services are expected to comply with all applicable laws, regulations, and industry standards. Failure to do so may result in account suspension or termination.

18.2 Enforcement

Violations of our zero-tolerance policy will be thoroughly investigated by our security and compliance teams. Depending on the severity of the violation, we may take immediate action, including but not limited to account suspension or termination. We reserve the right to remove any content or take any other appropriate action deemed necessary to address the violation.

18.3 Reporting Violations

If you believe that a user has violated our zero-tolerance policy or if you have any concerns regarding the conduct of another user, please report it to our support team immediately. We take all reports seriously and will investigate them promptly.

18.4 Conclusion

By using our services, you agree to abide by our zero-tolerance policy and all other terms of service. We appreciate your cooperation in helping us maintain a secure, safe, and respectful environment for all users.

Thank you for choosing Pappaya Global Limited.