Terms and Conditions of Sale

These Terms and Conditions of Sale (“Terms”) are issued by Impact Solution Group Limited, a company registered in England and Wales under company number 15568941.

Impact Solution Group Limited may also trade under the names Impact Solution Group, ISG, ISG Cloud and ISHOST.

Irrespective of the trading name appearing on a quotation, order, invoice, website, customer portal or other correspondence, the contracting legal entity is Impact Solution Group Limited, unless expressly stated otherwise in writing.

For the purposes of these Terms, references to “Impact”, “Impact Solution Group”, “ISG”, “ISG Cloud”, “ISHOST”, “we”, “us” or “our” mean Impact Solution Group Limited. References to the “Customer”, “you” or “your” mean the business, organisation, public body, charity or other legal entity purchasing products or services from us.

These Terms apply only where the Customer is acting wholly or mainly for purposes relating to its trade, business, craft, profession or organisational activities. They are not intended for consumer transactions.

1. Application of These Terms:

These Terms apply to all quotations, proposals, orders, invoices, products and services supplied by us unless expressly agreed otherwise in writing.

By accepting a quotation, signing an order form or agreement, issuing a purchase order, making payment, requesting that we commence work, accessing or using a service supplied by us, or otherwise instructing us to proceed, the Customer agrees to be bound by these Terms.

These Terms may apply alongside:

• Managed Service Agreements;
• Service Level Agreements;
• Statements of Work;
• Order Forms;
• Data Processing Agreements;
• Acceptable Use Policies;
• Service-specific terms; and
• Applicable third-party supplier terms.

2. Order of Precedence:

Where there is a conflict between contractual documents, the following order of precedence shall apply unless expressly agreed otherwise:

• A specifically negotiated and signed contract or Managed Service Agreement;
• A Statement of Work or Order Form;
• An accepted quotation;
• Service-specific terms;
• These Terms; and
• The Customer’s purchase order.

Any terms contained within a Customer purchase order, procurement portal, tender document or other Customer document shall not amend or replace these Terms unless expressly accepted by us in writing.

3. Quotations:

A quotation issued by us is an invitation to place an order and does not itself constitute a binding offer unless expressly stated otherwise.

Unless a different period is specified on the quotation, quotations remain valid for 30 days from their date of issue.

After the quotation validity period expires, pricing and availability may be reviewed before an order is accepted.

Quotations are prepared based upon the information available to us at the time.

We may revise pricing or scope where:

• The Customer’s requirements change;
• Information provided by the Customer was incomplete or inaccurate;
• Additional work becomes reasonably necessary;
• Supplier pricing changes;
• Exchange rates materially change;
• Taxes, duties or regulatory charges change;
• Products become unavailable or discontinued; or
• Circumstances outside our reasonable control affect our cost of supply.

Unless expressly stated otherwise, all prices are exclusive of VAT.

Delivery, travel, accommodation and other expenses are excluded unless expressly included within the quotation.

4. Orders:

An order is not binding upon us until we have accepted it.

Acceptance may occur when we:

• Confirm the order;
• Place an order with a supplier;
• Provision a licence or subscription;
• Commence work;
• Dispatch goods; or
• Otherwise begin fulfilling the Customer’s requirements.

Once we have placed a non-cancellable order with a supplier on the Customer’s behalf, the Customer shall remain responsible for the corresponding charges.

5. Invoicing:

We shall invoice the Customer in accordance with the billing arrangements specified within the applicable quotation, order or agreement.

Depending upon the service, charges may be invoiced:

• In advance;
• In arrears;
• Monthly;
• Quarterly;
• Annually;
• Upon completion;
• Against agreed project milestones; or
• At the point of order.

Recurring services may be invoiced in advance unless otherwise stated.

Hardware, software licences, subscriptions and third-party services may require payment in advance.

6. Payment Terms:

Payment terms shall be those shown on the applicable quotation, order, agreement or invoice.

The Customer must pay invoices in full, in cleared funds, by the due date.

Payment must be made without deduction, withholding, counterclaim or set-off except where required by law or expressly agreed by us in writing.

The Customer is responsible for ensuring that its internal purchase order or approval processes do not delay payment.

Failure by the Customer to provide a purchase order number does not invalidate an invoice where the products or services were properly ordered or authorised.

7. Invoice Disputes:

The Customer must notify us promptly if it reasonably believes an invoice is incorrect.

The Customer must provide sufficient details to enable us to investigate the dispute.

Raising a dispute does not entitle the Customer to withhold payment of any undisputed amount.

Where only part of an invoice is disputed, the undisputed balance remains payable by the original due date.

8. Late Payment:

Where an invoice is overdue, we reserve the right to exercise our statutory and contractual remedies.

Where applicable, we may charge statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998 and associated legislation.

Where legally permitted, interest may be charged at 8% above the relevant Bank of England base rate.

We may also recover any statutory fixed compensation and reasonable debt recovery costs to which we are legally entitled.

We may place the Customer’s account on credit hold where invoices become overdue.

We may suspend or restrict services where sums remain overdue.

Suspension does not remove the Customer’s obligation to continue paying recurring or committed contractual charges.

9. Hardware and Physical Products:

Hardware and other physical products are subject to availability.

Any delivery dates provided are estimates unless expressly guaranteed in writing.

We are not responsible for delays caused by:

• Manufacturers;
• Distributors;
• Couriers;
• Product shortages;
• Supply chain disruption;
• Customs delays; or
• Other circumstances outside our reasonable control.

We may propose an equivalent or superior replacement where an ordered product becomes unavailable or discontinued.

We will not substitute a materially different product without the Customer’s agreement.

10. Title and Risk:

Risk in physical products passes to the Customer upon delivery to the Customer or its nominated delivery location.

Title to products remains with Impact Solution Group Limited until all amounts payable in respect of those products have been received in full.

Until title passes, the Customer must take reasonable care of the products and must not deliberately dispose of or encumber them without our permission.

11. Delivery and Inspection:

The Customer must inspect products within a reasonable period after delivery.

Missing, damaged or incorrectly supplied products should be reported to us as soon as reasonably practicable.

Where goods have been visibly damaged during carriage, the Customer should retain the packaging and supporting evidence where possible.

12. Returns:

Products may only be returned with our prior written approval.

Unless faulty or incorrectly supplied, returned products must normally be:

• Unused;
• Unopened;
• Complete;
• Undamaged; and
• In their original packaging.

Approved returns may be subject to:

• Manufacturer or distributor restocking charges;
• Carriage costs; and
• Reasonable administration costs.

Special-order, configured, personalised or bespoke products may not be returnable.

Software, licences, subscriptions and digitally delivered products are normally non-refundable once ordered, activated or provisioned.

13. Warranties:

Hardware warranties are generally provided by the applicable manufacturer.

Where reasonable, we will assist the Customer with manufacturer warranty claims for products purchased through us.

We do not provide an additional hardware warranty unless expressly stated in writing.

Replacement or repair times are subject to the relevant manufacturer’s warranty process.

14. Software and Licensing:

Software supplied through us is licensed rather than sold unless expressly stated otherwise.

Software remains subject to the relevant publisher’s:

• Licence agreement;
• Acceptable use policy;
• Product terms;
• Privacy terms; and
• Other applicable supplier conditions.

The Customer is responsible for ensuring that sufficient licences are maintained for its users, devices and usage.

The Customer must not knowingly use software supplied through us in breach of its licence terms.

15. Microsoft, Cloud and CSP Services:

Where we supply Microsoft or other cloud services through a reseller, distributor, Cloud Solution Provider or similar arrangement, additional supplier terms may apply.

Certain licences may carry monthly, annual or multi-year commitments.

Where we enter into a committed licence term for the Customer, the Customer remains responsible for all charges for that commitment.

Cancellation of a managed service contract does not automatically cancel committed third-party licences.

Licence reductions or cancellations are subject to supplier rules and cancellation windows.

Where a supplier does not permit cancellation, reduction or refund, we are not required to provide one.

16. Third-Party Price Changes:

We may pass through increases imposed upon us by third-party providers.

This may include changes to:

• Microsoft licensing;
• Cloud services;
• Software subscriptions;
• Hosting;
• Backup services;
• Cyber security products;
• Telecommunications;
• Connectivity;
• Domain names;
• SSL certificates;
• Distributor pricing; or
• Other third-party services.

Where reasonably practicable, we will provide advance notice of material increases.

Where a third-party supplier imposes an increase without sufficient notice to us, we may implement the corresponding increase from the date on which it applies to us.

17. Third-Party Services:

Some services supplied by us rely upon third-party providers.

We are not responsible for the independent acts, omissions, failures or service interruptions of third parties where these are outside our reasonable control.

Where appropriate, we will use reasonable endeavours to assist the Customer in escalating relevant issues to the third-party provider.

We do not guarantee that a third-party product or service will remain available indefinitely.

Where a supplier materially changes or withdraws a service, we may propose a reasonable alternative.

18. Managed and Recurring Services:

Managed and recurring services may include:

• IT support;
• Service desk services;
• Infrastructure management;
• Monitoring;
• Patch management;
• Cyber security;
• Filtering;
• Backup;
• Cloud services;
• Microsoft 365;
• Hosting;
• Connectivity;
• Telephony;
• Domain management;
• Consultancy; and
• Other technology services.

The precise scope shall be defined within the applicable quotation, service agreement, Statement of Work or service description.

A service not expressly included within the agreed scope shall be treated as additional work and may be chargeable.

19. Service Commencement:

Charging for a recurring service shall normally begin on the date specified within the applicable quotation or agreement.

Where no date is specified, charging may commence when:

• The service is provisioned;
• Licences are activated;
• Third-party charges commence;
• Onboarding begins; or
• The service otherwise becomes available to the Customer.

Delays caused by the Customer do not automatically postpone third-party or recurring charges already incurred by us.

20. Minimum Terms:

Where a minimum contract term applies, it shall be stated within the applicable quotation, order or agreement.

The Customer remains liable for charges throughout the agreed minimum term except where the agreement expressly permits earlier termination.

Services with different underlying commitments may have different termination dates.

21. Renewal:

Recurring services may renew automatically where stated in the relevant quotation, order or agreement.

Third-party services may renew automatically in accordance with supplier rules.

The Customer must provide us with sufficient written notice before any applicable supplier cancellation deadline.

Where a service has renewed because cancellation instructions were received after the applicable supplier deadline, the Customer remains responsible for the renewed commitment.

22. Annual Review and Price Changes:

We may review our recurring service pricing periodically.

Where permitted by the applicable agreement, prices may be increased to reflect:

• Inflation;
• Salary and employment costs;
• Supplier increases;
• Operating costs;
• Changes in regulatory requirements;
• Increased service scope;
• Increased Customer usage; or
• Changes to the number of users, devices, sites or services supported.

Changes imposed by third-party suppliers may be passed through separately from any general annual price review.

23. Professional Services and Projects:

Professional services may include consultancy, installation, configuration, migrations, project work, engineering and technical implementation.

Such work shall be delivered in accordance with the agreed scope.

Work outside the agreed scope may be charged separately.

We will normally seek Customer approval before undertaking material additional chargeable work.

24. Project Dependencies:

Project dates depend upon reasonable cooperation from the Customer and relevant third parties.

The Customer must provide requested:

• Access;
• Credentials;
• Information;
• Approvals;
• Equipment;
• Decisions; and
• Availability of relevant personnel.

Where the Customer causes or contributes to a delay, we may:

• Revise the timetable;
• Reallocate resources;
• Invoice work completed;
• Reschedule work; and
• Charge reasonable additional costs resulting from the delay.

25. Engineer Appointments and Abortive Visits:

Where an engineer attends a Customer site, the Customer must ensure that appropriate access and authorised personnel are available.

We may charge for a scheduled visit where:

• Access is unavailable;
• The appointment is cancelled without reasonable notice;
• Relevant equipment or personnel are unavailable;
• The issue results from circumstances outside the agreed scope; or
• The engineer is otherwise unable to undertake the scheduled work because of Customer-related circumstances.

Additional visits required because of such circumstances may be chargeable.

26. Out-of-Hours Work:

Unless expressly included within an agreement, work requested outside our normal business hours may be chargeable at an enhanced rate.

Weekend, bank holiday and emergency work may also attract additional charges.

27. Hosting Services:

Hosting services are subject to reasonable use and applicable acceptable use requirements.

The Customer must not use hosting services to knowingly:

• Conduct unlawful activities;
• Distribute malicious software;
• Send unsolicited bulk communications;
• Infringe intellectual property rights;
• Compromise third-party systems; or
• Undertake activities likely to materially damage our infrastructure or reputation.

We may suspend hosting services where reasonably necessary to protect our systems, networks, customers or third parties.

28. Domain Names:

Where we register or manage domain names for a Customer, registration remains subject to the rules of the applicable registry or registrar.

Registration cannot be guaranteed until confirmed by the relevant registry or registrar.

Unless expressly agreed otherwise, the Customer is the beneficial owner of domain names registered specifically on its behalf.

The Customer is responsible for ensuring that requested domain names do not unlawfully infringe third-party rights.

Domain renewal charges may change.

We are not responsible for the expiry of a domain where:

• The Customer has instructed us not to renew it;
• Invoices remain unpaid;
• The Customer has transferred management elsewhere; or
• Renewal is prevented by circumstances outside our reasonable control.

29. Connectivity and Telecommunications:

Broadband, leased lines, telephony and similar services rely upon telecommunications providers and underlying infrastructure.

Installation and activation dates are estimates unless expressly guaranteed.

We are not responsible for delays or outages caused by carriers or infrastructure providers outside our reasonable control.

Early termination charges imposed by a carrier or supplier shall be payable by the Customer where termination results from the Customer’s instruction or breach.

The Customer must not cancel an existing connectivity service until replacement connectivity has been confirmed operational unless it accepts the associated risk.

30. Cyber Security:

We will provide any agreed cyber security services with reasonable care and skill.

No cyber security product, service or control can guarantee prevention of every:

• Cyber attack;
• Phishing incident;
• Ransomware incident;
• Malware infection;
• Account compromise;
• Data breach;
• Unauthorised access; or
• Other security incident.

The Customer remains responsible for maintaining reasonable organisational and human security measures unless expressly included within our services.

The Customer must promptly notify us of known or suspected security incidents that may affect systems managed by us.

The Customer must not deliberately disable, bypass or interfere with security controls supplied or managed by us without first accepting the associated risk.

31. Customer Security Responsibilities:

Unless expressly included within our managed service, the Customer remains responsible for:

• Appropriate user behaviour;
• Password security;
• Physical security;
• Staff cyber awareness;
• Access approvals;
• Notifying us of starters, leavers and role changes;
• Maintaining appropriate insurance; and
• Ensuring that its internal policies and procedures are appropriate.

We shall not be responsible for loss arising directly from the Customer knowingly overriding our security recommendations unless caused by our negligence or breach of contract.

32. Backup Services:

Where backup services are expressly included, we shall provide them in accordance with the agreed service specification.

The existence of a backup service does not guarantee that every item of data can be recovered in every circumstance.

Recovery depends upon factors including:

• Backup configuration;
• Retention period;
• Successful backup completion;
• Data integrity;
• Underlying platform operation; and
• The nature of the incident.

The Customer must identify any systems or data requiring specific recovery or retention requirements.

Unless expressly agreed otherwise, we are not responsible for backing up systems, services or data that fall outside the agreed backup scope.

Customers should not assume that cloud applications automatically provide a complete independent backup merely because data is hosted in the cloud.

33. Data Protection:

Each party shall comply with applicable UK data protection legislation.

Depending upon the service, we may act as a data controller, data processor, or both in relation to different processing activities.

Where we process personal data on behalf of the Customer as a processor, appropriate data processing terms shall apply where required.

The Customer remains responsible for determining the lawful basis upon which its personal data is processed.

The Customer warrants that it has appropriate authority to provide personal data to us for processing in connection with the services.

We shall maintain reasonable technical and organisational measures appropriate to the nature of the services and information being processed.

34. Confidentiality:

Each party shall keep confidential any confidential or commercially sensitive information received from the other.

Confidential information shall only be used for purposes connected with the contractual relationship.

Confidential information may be disclosed:

• To employees, contractors or suppliers who reasonably require it;
• Where required by law;
• Where required by a regulator or court; or
• With the other party’s permission.

This clause does not apply to information which is already lawfully public or independently obtained without breach of confidence.

35. Customer Cooperation:

The Customer shall provide reasonable cooperation required for us to provide the services.

This includes providing:

• Accurate information;
• Timely decisions;
• Access to premises;
• Access to systems;
• Appropriate permissions;
• Relevant third-party contacts; and
• Reasonable availability of Customer personnel.

We are not responsible for delays or failures resulting from the Customer’s failure to provide required cooperation.

36. Authorised Contacts:

The Customer is responsible for identifying personnel authorised to:

• Place orders;
• Request changes;
• Approve expenditure;
• Request access changes;
• Request security changes; or
• Provide material instructions to us.

We may reasonably rely upon instructions received from known or authorised Customer contacts.

The Customer must promptly inform us when an authorised person’s authority changes or ends.

37. Customer Systems:

We are not responsible for defects, limitations or failures in:

• Unsupported hardware;
• End-of-life systems;
• Unlicensed software;
• Unsupported operating systems;
• Customer-managed equipment;
• Legacy infrastructure; or
• Third-party systems outside our control.

We may reasonably refuse to support systems which create an unacceptable security, safety or operational risk.

38. Service Levels:

Any Service Level Agreement applies only where expressly incorporated into the Customer’s agreement.

Response and resolution targets are not guarantees unless expressly described as guaranteed.

Resolution times may depend upon:

• The complexity of the issue;
• Third-party suppliers;
• Hardware availability;
• Customer cooperation;
• Access requirements; and
• Circumstances outside our reasonable control.

Any entitlement to service credits shall only arise where expressly provided within an applicable Service Level Agreement.

39. Maintenance:

Planned maintenance may occasionally be required.

Where reasonably practicable, we will seek to minimise disruption and provide advance notice of significant planned maintenance.

Emergency maintenance may be undertaken without advance notice where reasonably necessary to protect the security, availability or integrity of a service.

40. Changes to Services:

We may make reasonable technical, operational or security changes to a service where they do not materially reduce the overall service purchased.

We may make changes where required because of:

• Supplier changes;
• Security requirements;
• Legal requirements;
• Technical obsolescence;
• Platform changes; or
• Service improvements.

41. Suspension:

We may suspend all or part of a service where reasonably necessary because:

• Invoices are overdue;
• The Customer materially breaches the agreement;
• Continued operation creates a security risk;
• The Customer uses the service unlawfully;
• The Customer breaches applicable supplier terms;
• A third-party supplier suspends the underlying service;
• We are required to do so by law; or
• Suspension is reasonably necessary to protect us, the Customer or a third party.

Where reasonably practicable, we will provide notice before suspension.

We may act immediately where there is an urgent cyber security, legal or operational risk.

Charges may continue during a suspension where we continue to incur committed or underlying costs.

42. Customer Termination:

Customer termination rights are subject to the minimum term and notice requirements specified within the applicable quotation, order or agreement.

The Customer must give notice of termination in writing.

Termination of one service does not automatically terminate other services.

Third-party services may have separate commitment periods.

The Customer remains responsible for:

• Charges up to the termination date;
• Committed third-party charges;
• Early termination charges;
• Outstanding project charges; and
• Other amounts properly due under the agreement.

43. Termination by Us:

We may terminate an agreement immediately or upon written notice where the Customer:

• Commits a material breach which cannot reasonably be remedied;
• Fails to remedy a remediable material breach within a reasonable period after being requested to do so;
• Repeatedly fails to pay invoices when due;
• Becomes insolvent;
• Ceases or threatens to cease trading;
• Uses our services unlawfully; or
• Creates an unacceptable security or legal risk.

Termination does not affect rights or obligations accrued before termination.

44. Offboarding:

Following termination, we will provide reasonable cooperation to facilitate an orderly transition of services.

Standard offboarding activities may be included where expressly stated within the Customer’s agreement.

Additional transition, migration, consultancy or engineering work may be chargeable.

The Customer must pay all undisputed outstanding invoices before we are required to undertake substantial additional chargeable transition work, except where withholding assistance would be unlawful.

We will not deliberately prevent the Customer from obtaining credentials, information or assets which properly belong to the Customer.

45. Transfer to Another Provider:

Where services are transferred to another provider, the Customer is responsible for ensuring that the incoming provider is appropriately authorised to receive information and access.

We may require written authorisation before releasing privileged access, credentials or confidential information.

We are not responsible for the acts or omissions of the incoming provider.

Our responsibility for a transferred system ends when control has reasonably passed to the Customer or incoming provider.

46. Data Following Termination:

The Customer is responsible for arranging the transfer or export of data before applicable services are cancelled.

Third-party suppliers may delete data following licence or service termination.

Unless expressly agreed otherwise, we are not required to retain Customer data indefinitely after termination.

Any statutory or contractual retention obligations shall continue to apply.

47. Intellectual Property:

Each party retains ownership of intellectual property owned by it before entering into the agreement.

Third-party software remains the property of the relevant rights holder.

Unless expressly agreed otherwise, we retain ownership of our:

• Tools;
• Scripts;
• Templates;
• Automation;
• Methodologies;
• Documentation frameworks;
• Processes;
• Software libraries;
• Know-how; and
• Other pre-existing intellectual property.

Payment for professional services does not automatically transfer ownership of our pre-existing intellectual property.

Customer-specific intellectual property arrangements may be agreed within a Statement of Work.

48. Standard of Service:

We shall provide services directly performed by us with reasonable care and skill.

We do not warrant that technology services will be completely uninterrupted or error-free.

Information technology inherently involves dependencies upon hardware, software, networks, communications providers, cloud platforms and third parties.

49. Excluded Losses:

Subject to the provisions below, neither party shall be liable to the other for any indirect or consequential loss.

Subject to applicable law, we shall not be liable for:

• Loss of profit;
• Loss of revenue;
• Loss of anticipated savings;
• Loss of opportunity;
• Loss of goodwill;
• Loss of business;
• Loss arising from Customer failure to follow reasonable advice;
• Losses caused by unsupported or end-of-life technology; or
• Losses resulting from events outside our reasonable control.

Nothing in these Terms excludes liability which cannot legally be excluded.

50. Liability That Cannot Be Excluded:

Nothing within these Terms excludes or limits liability for:

• Death or personal injury caused by negligence;
• Fraud or fraudulent misrepresentation; or
• Any other liability which cannot lawfully be excluded or limited.

51. Financial Limitation of Liability:

Subject to applicable law and the provisions above, our total aggregate liability arising out of or in connection with a recurring service shall not exceed the total fees paid or payable by the Customer for the affected service during the 12 months immediately preceding the event giving rise to the claim.

Where the claim arises from a one-off order or project that has operated for less than 12 months, our total aggregate liability shall not exceed the total charges paid or payable under the applicable order or project.

Where multiple events arise from the same underlying cause, they shall be treated as a single event for the purposes of the liability cap.

The limitations within this section apply only to the extent permitted by law.

52. Customer Indemnity:

The Customer shall be responsible for losses reasonably incurred by us as a direct result of:

• Unlawful use of our services by the Customer;
• Intentional infringement of third-party rights by the Customer;
• Material breach of applicable software licensing terms by the Customer; or
• Fraudulent or deliberately misleading instructions supplied to us.

This section does not apply to the extent that a loss was caused or contributed to by our own negligence or breach of contract.

53. Force Majeure:

Neither party shall be liable for delay or failure caused by circumstances beyond its reasonable control.

Such circumstances may include:

• Natural disasters;
• Severe weather;
• Fire or flood;
• War;
• Terrorism;
• Civil disturbance;
• Industrial action;
• Epidemics or pandemics;
• Utility failures;
• Telecommunications failures;
• Widespread internet failures;
• Government action;
• Major supply chain disruption;
• Cyber incidents affecting third-party infrastructure; or
• Supplier failures outside the affected party’s reasonable control.

The affected party shall use reasonable endeavours to minimise the impact.

54. Subcontracting:

We may use employees, contractors, group companies, distributors, carriers, cloud providers and specialist third parties to provide services.

Nothing within these Terms prevents reasonable subcontracting.

55. Assignment:

The Customer may not assign or transfer its agreement without our prior written consent, such consent not to be unreasonably withheld.

We may assign or transfer our rights and obligations as part of a genuine business sale, restructuring or transfer to an associated company, provided this does not materially prejudice the Customer.

56. Notices:

Formal notices relating to termination, cancellation, material contractual disputes or other significant contractual matters must be given in writing.

Email constitutes written notice where sent to an authorised or designated contractual contact.

Routine support tickets and service requests do not constitute contractual termination notices unless expressly acknowledged as such.

57. Variations:

No variation of a specifically negotiated contract shall be effective unless agreed by authorised representatives of both parties.

We may update these standard Terms from time to time.

Updated Terms shall not retrospectively alter a fixed contractual commitment unless permitted by the applicable agreement or agreed by the Customer.

58. Entire Agreement:

The contractual documents constitute the entire agreement between the parties concerning the relevant products or services.

Each party acknowledges that it has not relied upon a statement or representation which is not incorporated into the agreement.

Nothing within this section limits liability for fraud or fraudulent misrepresentation.

59. Waiver:

Failure or delay in exercising a contractual right shall not constitute a waiver of that right.

A waiver on one occasion does not constitute a continuing waiver.

60. Severability:

If any provision of these Terms is found to be invalid, unlawful or unenforceable, that provision shall be treated as modified to the minimum extent necessary to make it enforceable where possible.

The remaining provisions shall continue in effect.

61. Third-Party Rights:

Unless expressly stated otherwise, no person other than the Customer and Impact Solution Group Limited shall have any right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.

62. Relationship Between the Parties:

Nothing within these Terms creates a partnership, joint venture, employment relationship or agency relationship between the Customer and Impact Solution Group Limited.

Neither party may bind the other except where expressly authorised.

63. Governing Law:

These Terms and any contractual or non-contractual dispute arising from them shall be governed by the laws of England and Wales.

64. Jurisdiction:

The courts of England and Wales shall have exclusive jurisdiction to determine disputes arising out of or in connection with these Terms.

65. Company Information:

Impact Solution Group Limited
Registered in England and Wales
Company Number: 15568941

Trading as:
Impact Solution Group
ISG
ISG Cloud
ISHOST

Address:
Impact Solution Group Limited
Unit A, 82 James Carter Road
Mildenhall
Bury St. Edmunds
IP28 7DE

Telephone: 0330 122 7006
Email: [email protected]

Quotation and Invoice Notice:

All quotations, orders, products and services are supplied subject to Impact Solution Group Limited’s Terms and Conditions of Sale.

By accepting a quotation, issuing a purchase order, making payment or instructing Impact Solution Group Limited to proceed, the Customer confirms acceptance of the applicable Terms and Conditions.

The payment terms, contract term, billing frequency and other commercial terms shown on the applicable quotation or order shall form part of the agreement and shall take precedence over these standard Terms where expressly stated.

Impact Solution Group Limited is registered in England and Wales under company number 15568941 and trades as Impact Solution Group, ISG, ISG Cloud and ISHOST.