Terms & Conditions of Business

General Terms of Business

These terms of business set out the terms on which Riven Associates Ltd, registered in England & Wales company number 04675573, registered office Barn Studios Gaterounds, Parkgate Road, Newdigate, Surrey, United Kingdom, RH5 5AJ (“Riven”, “we”, “us”) will supply IT services and/or Goods to you, the customer (“Customer”, “you”).

Please note, if we offer you Support Services and/or Cloud Services then our separate Support Terms and Cloud Service Terms will also apply to those specific services.

These terms may be updated from time to time and therefore you must check our website, www.rivenassociates.co.uk for the latest terms.

Interpretation

The definitions and rules of interpretation in this clause apply in these terms.

Definitions:

Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Business Hours: the period from 9.00 am to 5.30 pm on any Business Day.
Confidential Information: has the meaning given in clause 13 (Confidentiality).
Contract: the Order and the Customer’s acceptance of it under clause 3, together with these terms and conditions.
Deliverables: all products and materials developed by Riven in relation to an Order, any media, including computer programs, data, diagrams, reports and specifications (including drafts).
Goods: the hardware or equipment listed in the Order to be provided by Riven.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, trade names, rights in domain names, rights in 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, in each case whether registered or unregistered, and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Order: the order form presented by Riven to the Customer for the Goods/Services.
Services: the services to be provided by Riven under the Contract.
VAT: value added tax imposed by the Value Added Tax Act 1994 or any similar tax chargeable in the UK or elsewhere.
- Condition, Schedule and paragraph headings shall not affe
- ct the interpretation of this agreement.
- A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
- A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
- Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
- A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
- A reference to writing or written excludes faxes but not email.
- Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

Application of terms
- These terms shall:

apply to and be incorporated in the Contract; and
prevail over any inconsistent terms or conditions contained in, or referred to in, the Order, confirmation of order, or specification, or implied by law, trade custom, practice or course of dealing.
No addition to, variation of, exclusion or attempted exclusion of any term of the Contract shall be binding on Riven unless in writing and signed by a duly authorised representative of Riven.

2.2 If any terms shall conflict the following order of precedent shall apply:

Third party partner terms and conditions
Order Form and any Proposal
These General Terms and Conditions
Support Terms and Conditions
Cloud Services Terms

2.3 Riven only provides its Goods or Services to business customers, therefore, these terms apply to business customers only.

2.4 Any samples, drawings, descriptive matter or advertising issued by Riven and any descriptions of the Goods or illustrations or descriptions of the Services contained in Riven’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.

Effect of Order
- The Goods or Services are described in the Order.
- If the Goods comprise a third party’s software that software is supplied by Riven on the same terms as would apply if that third party had supplied the software itself to the Customer save for the terms of payment.
- Riven’s Order constitutes an offer by the Riven to purchase the Services and/or Goods specified in it on these terms. Accordingly, the execution and return of the acceptance of the Order by the Customer, or Riven’s commencement or execution of work pursuant to the Order, shall establish a contract for the supply and purchase of those Services and/or Goods on these terms. The Customer’s standard terms and conditions (if any) attached to, enclosed with, or referred to in, the purchase order, or any amendments made by the Customer shall not govern the Contract.
- The Order is only valid for a period of 30 days from the date of the Order and automatically expires if not accepted within 30 days.
- Riven does not hold Goods on site for Customers, Goods are delivered directly to Customers from the manufacturer/original supplier.
Warranty of Goods
- In respect of Goods supplied by Riven the warranty period shall be in accordance with the warranty period as offered by the manufacturer/original supplier. Therefore, the manufacturer/supplier’s warranty terms shall prevail.
- It is the Customer’s responsibility to ensure that any warranty period and conditions offered by the manufacturer/original supplier are acceptable to them.

4.3 Riven shall not be liable for the Goods’ failure to comply with the warranty in clause 4.1 if:

(a) the defect arises because the Customer failed to follow Riven’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;

(b) the Customer alters or repairs such Goods without the written consent of Riven; or

Riven shall also have no liability if the Goods are not defective, the Customer has opened the packaging, the Customer changes their mind or the Customer has ordered the incorrect Goods or specification of Goods.
Except as provided in this clause 4, Riven shall have no liability to the Customer in respect of the Goods.

4.6 These terms shall apply to any repaired or replacement Goods where these are supplied by Riven.

Title and Risk in Goods

5.1 The risk in the Goods shall pass to the Customer on completion of delivery of the same to the Customer’s Premises.

5.2 Title to the Goods shall not pass to the Customer until Riven receives payment in full (in cash or cleared funds) for the Goods and any other goods that Riven has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.

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

(a) store any of the Goods which have not been integrated into an IT system as separate Goods from all other goods held by the Customer so that they remain readily identifiable as Riven’s property;

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

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

(d) notify Riven immediately if it becomes subject to any of the events listed in clause 15.3(d) to clause 15.3(p); and

(e) give Riven such information relating to the Goods as Riven may require from time to time.

5.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 15.3(d) to clause 15.3(p), then, without limiting any other right or remedy Riven may at any time enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

Term
- In respect of Goods, the Contract shall automatically expire without notice on receipt of cleared funds by Riven for the Goods and delivery of the Goods.
- In respect of Services, the Contract shall automatically expire without notice on receipt of cleared funds by Riven and completion of the Services, unless the Services are for licences and/or software, in which case the Contract shall automatically renew every 12 months.
- If the Customer does not wish for the Contract to automatically renew, it shall give Riven a minimum of 105 days written notice for the Contract to expire at the end of the current term.
- Licences for services and/or software, will be automatically renewed at the standard rate for a subsequent term, if notice to non-renew is not provided to Riven within 105 days or such longer term which the third party or partner terms may require.
- Should the Customer wish to reduce the number of licences users or amend the licence, it is the Customer’s responsibility to notify Riven of this 105 days prior to the date of renewal. Failure to do so will result in the Customer being billed for the licence on the same terms as per the previous licence.
Riven’s obligations
- Riven shall use reasonable endeavours to complete the Services and/or to deliver the Goods to the Customer, in all material respects with the Order.
- Riven shall use reasonable efforts to meet the performance dates specified in the Order, but any such dates shall be estimates only and time shall not be of the essence of the Contract.
- Riven will perform the Services with reasonable care and skill.
- Riven reserves the right to amend the Order if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and Riven shall notify the Customer in any such event.
- The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law excluded from these terms.
- Any personal data held by Riven in order to perform its obligations under this Contract are held in accordance with its privacy statement (https://www.rivenassociates.co.uk/privacy-statement/).
Customer’s obligations
- The Customer shall:

ensure that the terms of the Order and any information it provides to Riven or a third party in respect of the Goods, is complete and accurate;
co-operate with Riven in all matters relating to the Contract;
provide in a timely manner such access to the Customer’s premises and data, and such office accommodation and other facilities, as is requested by Riven;
provide in a timely manner such information as Riven may request, and ensure that such information is accurate in all material respects;
be responsible (at its own cost) for preparing the relevant premises for the supply of the Services and/or Goods;
ensure it has in place at all times all licences, consents, permissions which may be necessary in order for Riven to provide the Services and/or Goods;
keep all Goods (until title passes), materials, equipment, documents and other property of Riven at the Customer’s premises in safe custody at its own risk, maintain all items in good condition until returned to Riven, and not dispose of or use such items other than in accordance with Riven’s written instructions or authorisation; and
ensure it and any users do not cause Riven to be in breach of any of its licences or agreements with third party partners from the use or any non-action or omissions by Customer and Customers users.
- If Riven’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer or the Customer’s agents, subcontractors or employees, without limiting or affecting any other right or liability available to it, Riven shall have the right to suspend performance of the Services until the Customer remedies the default, Riven can rely on the default to relieve it on the performance of its obligations to the extent the Customer’s default prevents or delays Riven from performing any of its obligations and, the Customer shall in all circumstances be liable to pay to Riven on demand all reasonable costs, charges or losses sustained or incurred by it, subject to Riven confirming such costs, charges and losses to the Customer in writing. Such losses shall include, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property, injury to or death of any person and loss of opportunity to deploy resources elsewhere.
- The Customer shall not, without the prior written consent of Riven, at any time from the date of the Contract to the expiry of 9 months after the completion of the Contract, solicit or entice away from Riven or employ or attempt to employ any person who is, or has been, engaged as an employee or subcontractor of Riven. The Customer shall not be in breach of this clause 8.3 if it hires an employee or subcontractor of Riven as a result of a recruitment campaign not specifically targeted to any employees or subcontractors of Riven.
- Any consent given by Riven in accordance with clause 8.3 shall be subject to the Customer paying to Riven on demand a sum equivalent to 20% of the then current annual remuneration of Riven’s employee or subcontractor or, if higher, 20% of the annual remuneration to be paid by the Customer to such employee or subcontractor.
- The Customer is responsible for ensuring it and any users are knowledgeable of any systems and software put in place and receive appropriate training on this.
- The Customer is responsible for ensuring updates are implemented on all software applications, operating systems and cloud services as applicable.
- Riven may implement multi-factor authentication (MFA) for Customers as part of its Services if requested, however, the Customer is responsible for MFA being used on its systems.
- Riven will not provide proactive network monitoring unless the Customer has purchased this in the relevant support contract.

Third Party Partners

9.1 Riven may engage on the Customers behalf with a selection of third party partners in order to provide the Services for software, licences or otherwise. In all cases and as applicable, the third party’s terms and conditions shall automatically apply to Customers with the exception of terms relating to payment.

9.2 Our third party partners terms may apply depending on the Services you order. The third party partner terms can be found by contacting them directly or, on their website (and apply as updated from time to time) and you are deemed to have full knowledge of the relevant terms. These may include the following:

Sophos: https://www.sophos.com

Microsoft: https://www.microsoft.com/en-gb

SonicWall: https://www.sonicwall.com/

and any other third party partners that are engaged to fulfil your requirements. Riven is not liable for any incorrect links or broken links and Customer acknowledges that they are responsible for making themselves aware of the relevant third party partner terms.

9.3 The Client is responsible for ensuring it is aware of the third party partner terms and conditions which may be updated at any time and without notice.

9.4 Riven may use various third party management and integration tools to carry out its obligations and/or perform the Services. Riven may change the tools at any time during the course of the Contract.

Change control
- If either party requests a change to the scope or execution of the Services, Riven shall, within a reasonable time, provide a written estimate to the Customer of:
the likely time required to implement the change;
any variations to Riven’s charges arising from the change; and
any other impact of the change on the terms of the Contract.

If Riven requests a change to the scope of the Services, the Customer shall not unreasonably withhold or delay consent to it.
If the Customer wishes Riven to proceed with the change, Riven has no obligation to do so unless and until the parties have agreed in writing on the necessary variations to its charges, the Order and any other relevant terms of the Contract to take account of the change.
In the event the Customer wishes to amend or postpone the Order, the Customer must notify Riven in writing within 24 hours of acceptance of the Order, and such amendment or postponement will only be valid if it is acknowledged, confirmed and accepted by Riven in writing. Riven has the right to accept such amendment, or postponement or (at is sole discretion) to treat the Order as cancelled. If Riven accepts the amendment or postponement the Customer will within 30 (thirty) days from the date of receipt of an invoice pay to Riven all costs associated with such amendment or postponement (including but not limited to costs in connection with the Goods supplied and any Services carried out and any expenses, goods, materials or services supplied or ordered by Riven in connection with this Contract, loss of profit and all ancillary amendment and postponement fees payable by Riven to any third party).

Charges and payment
- The fees payable shall be set out in the Order.
- In the event the Goods include a software program or a replacement therefor in respect of which licence fees are payable on a monthly or other periodic basis, the licence fees payable in respect of that program will be invoiced by Riven as agent for the software program proprietor and will be payable by the Customer to Riven in its said agency capacity on the payment dates notified by Riven to the Customer. The Customer will indemnify Riven on demand against any claim or potential claim for such licence fees from the relevant software program proprietor.
- Clause 11.4 shall apply if the Services are to be provided on a time-and-materials basis. Clause 11.6 and clause 11.7 shall apply if the Good and/or Services are to be provided for a fixed price. The remainder of this clause 11 shall apply in either case.
- Where the Services are provided on a time-and-materials basis:
- the charges payable for the Services shall be calculated in accordance with Riven’s standard daily fee rates as amended from time to time; and
- Riven’s standard daily fee rates are calculated on the basis of an eight-hour day worked between 9.00 am and 5.30 pm on weekdays (excluding weekends and public holidays);
- Riven shall invoice the Customer monthly in arrears for its charges for time, expenses and materials (subject to clause 11.11) for the month concerned, calculated as provided in this clause 11. Any expenses, travel, materials and third party services shall be invoiced by Riven. Each invoice shall set out the time spent by each member of the project team and provide a detailed breakdown of any expenses and materials, accompanied by the relevant receipts.
- Where the Services or Goods are provided for a fixed price, the total price for the Services or Goods shall be the amount set out in the Order. The total price shall be paid to Riven in instalments as set out in the Order. On completion of the Services (as determined by the parties), Riven shall (subject to clause 11.11) invoice the Customer for the charges that are then payable, together with expenses and the costs of materials, calculated as provided in clause 11.7. On acceptance of the Order, Riven shall invoice the Customer for the charges payable.
- Any fixed price contained in the Order excludes the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred in connection with the Services, and the cost of any materials or services reasonably and properly provided by third parties required by Riven for the supply of the Services. Such expenses, materials and third party services shall be invoiced to Customer by Riven.
- Riven may require a deposit from the Customer which will be specified on the Order. An invoice will be issued by Riven to the Customer for the deposit amount following acceptance of the order to be paid within 14 days from the date of the invoice.
- The Customer accepts that Riven is entitled to automatically increase the price in line with inflation plus 4% and any third party partner increases in price.
- All payments are to be made by Customer in British Pounds.
- All payments made by the Customer under this agreement are exclusive of VAT. Riven shall provide the Customer with a valid VAT invoice. The Customer shall pay any stamp duties or similar transfer taxes imposed on the supplies made under this agreement and shall reimburse Riven for any such stamp duties or similar transfer taxes paid by Riven. If the Customer is required to make any deduction for or on account of tax from any payment due under this agreement (Tax Deduction):
  - The Customer shall account to the relevant tax authority for such Tax Deduction and shall provide evidence to Riven that it has so accounted.
  - The amount of the payment due under this agreement shall be increased so that Riven receives an amount equal to the amount that would have been received by it, had the Customer not been required to make any Tax Deduction.

11.12 The Customer and Riven shall co-operate to minimise the amount of any Tax Deduction. If following the making of a Tax Deduction, Riven determines in its sole discretion that it has received and retained any credit, relief or other benefit as a result of the Tax Deduction, Riven shall pay such amount to the Customer as Riven determines in its sole discretion would leave Riven in the same position as if the Customer had not been required to make any Tax Deduction.

Without prejudice to any other right or remedy that Riven may have, if the Customer fails to pay Riven on the due date Riven may:
- charge interest on such sum from the due date for payment at the annual rate of 5% above the base lending rate from time to time of the Bank of England, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgement; and
- Suspend all Services/postpone delivery of or recover the Goods until payment has been made in full.
Time for payment shall be of the essence of the Contract.
The Customer shall pay each invoice submitted to it by Riven in full, and in cleared funds, within 30 days of receipt (except for deposits which must be paid within 14 days).
All payments payable to Riven under the Contract shall become due immediately on termination of the Contract, despite any other provision. This condition is without prejudice to any right to claim for interest under the law, or any such right under the Contract.
All amounts due under this agreement shall be paid by the Customer to Riven in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). Riven may, without prejudice to any other rights it may have, set off any liability of the Customer to Riven against any liability of Riven to the Customer.
Riven shall charge the Customer for any additional work not covered by the Order.

Intellectual Property Rights
- All Intellectual Property Rights and all other rights in the Deliverables shall be owned by Riven. Riven licenses all such rights to the Customer free of charge and on a non-exclusive, non-transferable and worldwide basis to such extent as is necessary to enable the Customer to make reasonable use of the Deliverables and the Services as is envisaged by the parties. On termination or expiry of the Contract, this licence will automatically terminate.
Confidentiality and Riven’s property

13.1 Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its Representatives (as defined below) to the other party and that party’s Representatives whether before or after the date of the Order in connection with the Contract, including but not limited to:

the existence and terms of the Contract or any agreement entered into in connection with these terms;
any information that would be regarded as confidential by a reasonable business person relating to:
- the business, assets, affairs, customers, clients, suppliers, or plans , intentions, or market opportunities of the disclosing party; and
- the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party;
any information developed by the parties in the course of carrying out this agreement.

13.2 Representatives means, in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisers.

13.3 The provisions of this clause shall not apply to any Confidential Information that:

is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);
was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
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;
the parties agree in writing is not confidential or may be disclosed; or
is developed by or for the receiving party independently of the information disclosed by the disclosing party.

13.4 Each party shall keep the other party’s Confidential Information secret and confidential and shall not:

use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this Contract (Permitted Purpose); or
disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this condition 11.

13.5 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:

it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and

at all times, it is responsible for such Representatives’ compliance with the confidentiality obligations set out in this clause.

13.6 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 (including, without limitation, 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 9.5, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

13.7 A party may, provided that it has reasonable grounds to believe that the other party is involved in activity that may constitute a criminal offence under the Bribery Act 2010, disclose Confidential Information to the Serious Fraud Office without first informing the other party of such disclosure.

13.8 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 clause are granted to the other party, or to be implied from these terms.

13.9 On termination or expiry of the Contract, each party shall:

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;
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
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 16 (Termination).

13.10 Except as expressly stated in this agreement, no party makes any express or implied warranty or representation concerning its Confidential Information.

13.11 The provisions of this clause 13 shall continue to apply after termination or expiry of the Contract and survive for a period of five years from termination or expiry.

In performing its obligations under this agreement Riven shall comply with its privacy statement (a current version of which is published on its website).

Limitation of liability
- The following provisions set out the entire financial liability of Riven (including any liability for the acts or omissions of its employees, agents and subcontractors) to the Customer in respect of:
  1. any breach of the Contract however arising;
  2. any use made by the Customer of the Services, the Deliverables or any part of them; and
  3. any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with the Contract.

14.2 All warranties, conditions and other terms implied by statute or common law are, to the greatest extent permitted by law, excluded from the Contract.

Nothing in these terms excludes the liability of Riven:

for death or personal injury caused by Riven’s negligence; or
for fraud or fraudulent misrepresentation.

Subject to clause 14.1 and clause 14.2:

(a) Riven shall not in any circumstances be liable, whether in tort (including for negligence or breach of statutory duty however arising), contract, misrepresentation (whether innocent or negligent) or otherwise for:

(b) loss of profits; or

loss of business; or
depletion of goodwill or similar losses; or
loss of anticipated savings; or
loss of goods; or
loss of contract; or
loss of use; or

(i) wasted expenditure; or

loss or corruption of data or information; or
any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
Riven’s total liability in contract, tort (including negligence or breach of statutory duty however arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to a total of 80% of the price paid for the Services or Goods by the Customer.

14.6 Unless the Customer notifies Riven that it intends to make a claim in respect of an event within the notice period, Riven shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire one (1) month from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

In the event the Customer’s IT systems are cyber attacked or hacked, Riven shall have no liability for this towards the Customer.
In respect of physical damage caused onsite at the Customer’s premises, Riven shall only be liable to repair the immediate area back to the original state and shall only be liable to the extent Riven’s employee or representative was not acting under the directions of the Customer or misinformation from the Customer.
Riven will have no liability towards the Customer for any fraudulent activity or misuse of your IT systems. Riven advises the Customer to switch on Multi-Factor Authentication (MFA) on all software and systems that are MFA capable.
This clause shall survive termination or expiry of the Contract.

Termination
- Riven may terminate the Contract on 30 days’ notice to the Customer for convenience without liability.
- If the Customer wishes to terminate the Contract with Riven, the Customer must provide Riven with 14 days written notice. Acceptance of termination for convenience will be at Riven’s sole discretion. If accepted Riven will confirm to the Customer and the Customer will be liable for payment of all Goods/Services, materials and expenses incurred up until the expiry of the notice and a further 50% of the remaining value of the Contract. In respect of licences for Services and/or Software, if the Customer provides notice of termination part way through a licence term they are liable to pay for the remainder of the licence term in full.
- Without prejudice to any other rights or remedies to which the parties may be entitled, either party may immediately on notice terminate the Contract without liability to the other if:

- - the other party fails to pay any amount due under these terms on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment;
  - the other party commits a material breach of any other term of these terms and (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified in writing to do so;
  - the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
  - the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
  - 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 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;
  - the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
  - a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than 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;
  - an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
  - - the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
    - 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;
    - a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
    - 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 15 (inclusive);
    - the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or
    - there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).

15.4 The third party partner may require Riven to withdraw or terminate immediately or otherwise the Customer’s software of licence for any reason. The Customer accepts that Riven will be required to terminate or withdraw software or licence in accordance with the third party partners instructions and if it is instructed to do so this will be without any liability and any reimbursement to the Customer will be at the sole discretion of Riven. Riven may elect to terminate the Contract immediately and without liability in the event the Customer misuses or there is unauthorised use of any licences, systems and software.

15.5 Without affecting any other right or remedy available to it, Riven may suspend and/ or switch off the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and Riven if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 15.3(b) to clause 15.3(d), or Riven reasonably believes that the Customer is about to become subject to any of them.

Any provision of these terms that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
Termination of the Contract 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.

Consequences of Termination or Expiry
- On termination or expiry of the Contract, the Customer shall immediately pay to Riven all of Riven’s outstanding unpaid invoices and interest and, in respect of Services and Goods supplied but for which no invoice has been submitted, Riven shall submit an invoice, which shall be payable by the Customer immediately on receipt;
- The Customer shall return all of Riven Materials or Goods which have not been fully paid for. If the Customer fails to do so, then Riven may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.
- Termination of the Contract shall not affect any rights, remedies, obligations and 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 Contract which existed at or before the date of termination.
- Any provision of the Contract that expressly or by implication is intended to have effect after termination shall continue in full force and effect.
- If Customer requires assistance with transition following notice of termination or expiry of the Contract, Customer shall inform Riven and Riven shall provide Customer of the costs for such assistance which Customer shall pay on receipt of an invoice from Riven.
Force majeure
- Neither party shall be in breach of this terms or otherwise liable for any failure or delay in the performance of its obligations if such nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 1 month, the party not affected may terminate this agreement by giving 1 month’s written notice to the affected party.
Waiver

18.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

Rights and remedies
- Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
Severance
- If any provision or part-provision of this Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
- If any provision or part-provision of this Contract is deemed deleted under clause 20.1, the parties shall negotiate in good faith to amend such provision so that, to the greatest extent possible, the amended provision achieves the intended commercial result of the original provision.
Entire agreement
- This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
- Each party acknowledges that, in entering into this Contract, it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract.
- Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this
Assignment

22.1 Riven may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Contract, provided that it gives prior written notice of such dealing to the Customer.

22.2 The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Contract.

No partnership or agency
- Nothing in the Contract is intended to or shall operate to create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
Third party rights
- This Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
Variation
- Unless expressly stated otherwise in this Contract, no variation to this Contract will be valid unless signed by both parties.
Notices
- Any notice given to a party under or in connection with this Contract shall be in writing and shall be:
  - delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
  - sent by email to the following addresses (or an address substituted in writing by the party to be served):

to the Customer’s relevant account manager or, if unknown to: accountmanagers@rivenassociates.co.uk; and
in all cases a copy must be sent to: support@rivenassociates.co.uk.

Customer: to the email address stated on the Order.
- Any notice shall be deemed to have been received:
- if delivered by hand, at the time the notice is left at the proper address;
- if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
- if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
- This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
Governing law
- The Contract and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and interpreted in accordance with the law of England and Wales.
Jurisdiction
- Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

CLOUD SERVICE TERMS

These Cloud Service Terms are between Riven Associates Ltd incorporated and registered in England and Wales with company number 04675573 whose registered office is at Barn Studios Gaterounds, Parkgate Road, Newdigate, Surrey, United Kingdom, RH5 5AJ “Riven”, “us”, “we” and you the Customer.

You must read these terms together with the General Terms of Business and if applicable Riven’s Support Terms. Riven will provide Cloud Services to you subject to their General Terms of Business and Support Terms (if applicable) and these terms.

These terms are deemed accepted on the Customer’s signing of the Order Form.

AGREED TERMS

Interpretation

Applications: any software, applications or other code owned by or licensed to the Customer that the Customer installs or loads onto, or creates using, any Cloud Services designed for such purposes.
Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Cloud Services and the Documentation.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Business Hours: deemed to be 24 hours, seven days a week unless otherwise specified.

Cloud Services: means each service hosting/making available the Software and described in the relevant Cloud Service Order and made available to the Customer via the Internet or other network.
Cloud Service Order: means the order and proposal document describing the functionality and technical specification of each Cloud Service as the same may be updated from time to time.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 7.1.
Customer Data: the data inputted by the Customer, Authorised Users, or Riven on the Customer’s behalf for the purpose of using the Cloud Services or facilitating the Customer’s use of the Cloud Services.
Documentation: the documents, including the Cloud Service Order and General Terms of Business, made available to the Customer by Riven online via rivenassociates.co.uk or such other web address notified by Riven to the Customer from time to time which sets out a description of the Cloud Services and the user instructions for the Cloud Services as provided by Riven or as available from the third party licensor.
Effective Date: the start date as specified on the Order.
Order: a written order form, and acceptance signed by the Customer, detailing:
1. the Cloud Services to be provided by Riven;
2. the Subscription Fees and any other amounts due and payable by the Customer;
3. the agreed start date and duration of the Cloud Services;
4. any other commercial terms agreed by the parties relating to the Cloud Services; and
5. any other documents or terms applicable to the Cloud Services to be provided pursuant to that Order Form; and
6. any amendments to these cloud services terms agreed by the Customer and the Supplier.
Renewal Period: the period described in clause 12.1.
Software: any software that is supplied to the Customer as part of the Cloud Services, including all revised versions and updates.
Subscription Fees: the subscription fees payable by the Customer to Riven for the User Subscriptions, as set out in the Order Form.
Subscription Term: has the meaning given in clause 12.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
Support Terms: a separate order and Support Terms which may be entered into between Riven and the Customer to provide certain support services to the Customer and any updates to such terms.
User Subscriptions: the user subscriptions purchased by the Customer pursuant to these terms which entitle Authorised Users to access and use the Cloud Services and the Documentation in accordance with these terms.
Virus: any thing or device (including any software, code, file or program) which may:
1. prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device;
2. prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or
3. adversely affect the user experience, including malware, worms, trojan horses, viruses and other similar things or devices.

Clause, schedule and paragraph headings shall not affect the interpretation of these terms.
A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.
A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
A reference to a statute or statutory provision is a reference to it as it is in force as at the date of these terms.
A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of these terms under that statute or statutory provision.
A reference to writing or written excludes fax but not emai
References to clauses and schedules are to the clauses and schedules of these terms; references to paragraphs are to paragraphs of the relevant schedule to these terms.
Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

Cloud services
- Riven will procure for the Customer from the third party licensor, subject to at all times any terms and conditions from the third party cloud licensor, a limited, non-exclusive, non-transferable, revocable right and licence, without the right to sublicense, to permit the Customer, via rights of access granted to the Customer’s Authorised Users, to access and use the Cloud Services solely for Customer’s internal business operations. The grant of this right and licence is subject to the Customer’s compliance with the third party cloud licensor’s terms, these terms, Riven’s General Terms of Business, the C Order, the Support Terms if appliable and any other documents referenced in, or attached to, these terms or the Order (all such documents together described as these terms).
- The third party cloud licensor’s terms may apply depending on the Services you order. The third party licensor terms can be found by contacting them directly or, on their website (and apply as updated from time to time) and you are deemed to have full knowledge of the relevant terms. These may include the following:

X Sophos: https://www.sophos.com

Microsoft: https://www.microsoft.com/en-gb/microsoft-cloud

SonicWall: https://www.sonicwall.com/

and any other third party Cloud licensors that are engaged to fulfil your requirements. Riven is not liable for any incorrect links or broken links and Customer acknowledges that they are responsible for making themselves and Authorised Users aware of the relevant third party partner terms.

Customer is responsible for all acts and omissions of each Authorised User and any and all use of the Cloud Services using each Authorised User’s access credentials.
The Customer shall not, and shall procure that each Authorised User does not:
- except to the extent expressly permitted by these terms or lawfully permitted pursuant to applicable law, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Cloud Services, Software or Documentation (as applicable) in any form or media or by any means;
- except to the extent expressly permitted by these terms or lawfully permitted pursuant to applicable law, attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Cloud Services or the Software;
- store, access, publish, disseminate, distribute or transmit via the Cloud Services any material which:
  - is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
  - facilitates illegal activity;
  - depicts sexually explicit images;
  - promotes unlawful violence;
  - is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; and/or
  - is otherwise illegal or causes damage or injury to any person or property;
- access all or any part of the Cloud Services and Documentation in order to build a product or service which competes with the Cloud Services or the Documentation;
- use the Cloud Services or the Documentation to provide services to third parties;
- license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Cloud Services or Documentation available to any third party except the Authorised Users; and/or
- attempt to obtain, or assist third parties in obtaining, access to the Cloud Services or Documentation, other than as provided under this clause 2.
To enable Riven to provide the Cloud Services, the Customer grants to Riven a non-exclusive right and licence to copy, exploit, process, store, transmit and use the Customer Data and Applications solely to the extent necessary to provide the Cloud Services.
The Customer shall at all times ensure Riven is promptly provided with information as requested and access to its devices, systems and software as required in order to perform the Cloud Services and its obligations under these terms.
The Customer will ensure it complies with all applicable laws and will have in place all licences, consents and permissions as required in order to receive the Cloud Services.
The Customer shall procure at its cost, install and maintain all required enabling software and third-party software required to access and use the Cloud Services. The Customer acknowledges that a failure to do so may impact its use of the Cloud Services.
The Cloud Services may be provided from any jurisdiction and from more than one jurisdiction at any one time.
Subject to these terms and those of the third party licensor, Riven warrants that the Cloud Services shall comply in all material respects with the Order. Riven, as the Customer’s sole and exclusive remedy, shall promptly correct any event or circumstance resulting in a breach of this clause 2.10.
Unless otherwise expressly set out in these terms, Riven does not warrant that the Cloud Services are fit for the Customer’s purposes, are error free or uninterrupted, or are compatible with any hardware or software not specified in the Cloud Services Order. Riven shall not be liable for the transfer of data over communications facilities, including the internet, and any limitations, delays, and other problems inherent in the use of such communications facilities.
The Customer acknowledges and agrees that Riven and its licensors own all intellectual property rights in the Cloud Services and the Documentation (as applicable). Except as expressly stated in these terms, these terms do not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Cloud Services or the Documentation.
Riven confirms that it has all the rights in relation to the Cloud Services that are necessary to grant all the rights it purports to grant under, and in accordance with, these terms.

Updates, upgrades, maintenance and support
- Riven may, from time to time and subject to notifying the Customer in writing in advance, make changes to the Cloud Services to:
  - improve, update or upgrade existing functionality or services;
  - introduce new functionality or services;
  - reflect changes to technology or market practice; or
  - ensure that the Cloud Services remain compliant with all applicable laws, legal obligations or regulations.

Any such changes shall not result in a material degradation in the Cloud Services for the duration of the Initial Term.

Riven shall provide first line support to the Customer for the Cloud Services, which includes ensuring licences are assigned to the correct users and providing Customers with all necessary user credentials excluding passwords. Customers must directly obtain passwords from the relevant third party cloud licensor. Riven can only provide Customers with usernames and a password reset. For additional support beyond this, Customer will need to purchase a separate support package with Riven where the Support Terms will be applicable.

Availability of the cloud services
- The Cloud Services are designed to be available during Business Hours, or subject to any emergency or scheduled maintenance or the third party cloud licensor’s terms by third party cloud licensors. Riven shall use reasonable endeavours to give the Customer advance notice of any scheduled or emergency maintenance.
- Riven shall not be responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet. The Customer acknowledges that the Cloud Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
- Riven will have no liability to the Customer and its Authorised Users in respect of the unavailability of the Cloud Services or cloud platform, loss of client data, Viruses, errors with Customer data, damage of any kind to Customer systems and software including:
  - denial of services attacks, hacking, malware, Viruses; or
  - errors or issues with the Customer’s Data, its information technology systems or its acts or omissions (including the acts or omissions of its Authorised Users); and
  - malicious third party activity, unauthorised users of Customer’s licences or account, fraudulent activity, leading to damage or incurring charges on the Customer accounts.
- Riven may, on no less than 3 months’ notice in writing to the Customer terminate any Cloud Service. In the event of termination by Riven, Riven shall reimburse Customer for any licence fees paid by Customer but not received.
- It is the Customer’s sole responsibility to backup Customer data available on a cloud, if the Customer requires Riven to do this on their behalf, they can ask Riven to provide a quotation.
- Customer must ensure all updates to software are applied as required whether by Riven or by third party licensor.
Suspension
- Riven may, without prejudice to any other rights or remedies available to it, suspend the Customer’s access to, or use of, the Cloud Services in whole or in part and that of any Authorised Users immediately on notice to the Customer if:
  - the Customer has failed to pay any amounts due to Riven in accordance with clause 6;
  - the Customer is otherwise in breach of its obligations under these terms or any Order;
  - there is an attack on the Cloud Services used by Customer or if Customer Data is accessed or manipulated by a third party without the Customer’s consent;
  - Riven is required by applicable law to suspend the Customer’s access to, or use of, the Cloud Services;
  - Riven reasonably believes that the suspension of the Cloud Services is necessary to protect its infrastructure, network or the use of the Cloud Services by other customers because of a threat to the security, integrity or use of the Cloud Services; and/or
  - As set out in the General Terms of Business or Support Terms (as applicable)
- Riven shall use reasonable endeavours to re-establish or permit access to the Cloud Services as soon as possible following Riven’s determination that the cause of the suspension has been resolved. If the cause of suspension is unresolved Riven may terminate the Cloud Services in accordance with these terms.
- Riven shall have no liability whether under these terms or at law to the Customer or otherwise, for any exercise of its rights pursuant to this clause 5.
Fees
- Riven shall invoice the Customer for the fees and charges (including the Subscription Fees) set out in an Order Form at the frequency specified in the Order Form. The Customer acknowledges that Riven may invoice for the Cloud Services each time the Customer:
  - purchases additional services/licences;
  - otherwise alters its use of the Cloud Services such that additional amounts may be payable to Riven; and
  - as otherwise set out in these terms.
- The Customer acknowledges that Riven may invoice for the Cloud Services each time Riven assigns a licence to an individual user. All amounts due to Riven under these terms shall be paid within 30 days of receipt of Riven’s invoice.
- If Riven has not received payment within 14 days after the due date interest shall accrue on a daily basis on all due amounts at an annual rate equal to 3 % over the then current base lending rate of Riven’s bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
- All amounts and fees stated or referred to in these terms or any Order Form:
  - shall be payable in British Pounds.
  - are exclusive of value added tax, which shall be added to Riven’s invoices at the appropriate rate (as applicable).

6.5 Riven may raise the Subscription Fees or charges in accordance with any increases as stipulated in the General Terms of Business and/or increases from the third party cloud licensor.

Confidentiality
- Each party undertakes that it shall not at any time during these terms disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or Riven’s of the other party or of any member of the group of companies to which the other party belongs, except as permitted in accordance with the General Terms of Business.
Cloud security
- In relation to the Cloud Services, these are secured in accordance with the third party cloud licensor’s security arrangements. Further information can be obtained from the licensor or the licensor’s website directly.
Data protection
- For information on personal data please refer to Riven’s privacy policy on its website and as updated from time to time.
Indemnity
- The Customer shall defend, indemnify and hold harmless Riven against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) on demand arising out of or in connection with the Customer’s use of the Cloud Services or Documentation, provided that:
  - the Customer is given prompt notice of any such claim;
  - Riven provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and
  - the Customer is jointly given authority to defend or settle the claim.
- Riven shall defend the Customer, its officers, directors and employees against any claim that the Customer’s use of the Cloud Services or Documentation in accordance with these terms infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality. Riven shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims and all related losses, costs and expenses, provided that:
  - Riven is given prompt notice of any such claim;
  - the Customer provides reasonable co-operation to Riven in the defence and settlement of such claim, at Riven’s expense; and
  - Riven is given sole authority to defend or settle the claim.
- In the defence or settlement of any claim, Riven may procure the right for the Customer to continue using the Cloud Services, replace or modify the Cloud Services so that they become non-infringing or, if such remedies are not reasonably available, terminate these terms on two Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
- In no event shall Riven, its employees, agents and subcontractors be liable to the Customer to the extent that the alleged infringement is based on:
  - a modification of the Cloud Services or Documentation by anyone other than Riven;
  - the Customer’s use of the Cloud Services or Documentation in a manner contrary to the instructions given to the Customer by Riven; or
  - the Customer’s use of the Cloud Services or Documentation after notice of the alleged or actual infringement from Riven or any appropriate authority; or
  - the Customer’s breach of these terms or the terms of the third party licensor.
- This clause 10 states the Customer’s sole and exclusive rights and remedies, and Riven’s (including the Riven’s employees’, agents’ and subcontractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
Limitation of liability
- Except as expressly and specifically provided in these terms:
  - The Customer assumes sole responsibility for results obtained from the use of the Cloud Services and the Documentation by the Customer, and for conclusions drawn from such use. Riven shall have no liability for any damage caused by errors or omissions in any Customer Data, information, instructions or scripts provided to Riven by the Customer in connection with the Cloud Services, failure by Customer to carry out software updates, or any actions taken by Riven at the Customer’s direction.
  - All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the greatest extent permitted by applicable law, excluded from these terms.
  - The Cloud Services and the Documentation are provided to the Customer on an “as is” basis.
- Nothing in these terms excludes the liability of Riven:
  - for death or personal injury caused by Riven’s negligence; or
  - for fraud or fraudulent misrepresentation; or
  - such other liability which cannot be excluded by law.
- Subject to clause 11.1 and clause 11.2:
  - Riven shall have no liability for any loss of profits, loss of business, depletion of goodwill or similar losses or loss or corruption of data or information, unavailability of the cloud platform or Cloud Services to the extent this is due to the third party licensor, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses; and
  - Riven’s total aggregate liability to the Customer including in respect of the indemnity at clause 10.2, in respect of all breaches of duty occurring within any contract year or otherwise shall not exceed the cap. If breaches committed in more than one contract year give rise to a single claim or a series of connected claims, Riven’s total liability for those claims shall not exceed the single highest annual cap for those contract years.
  - In clause 11.3(b):
    - The cap is 60 per cent of the total Subscription Fees paid for the Cloud Services by the Customer.
    - A contract year means a 12 month period commencing on the Effective Date or any anniversary of it; and
    - The total charges mean all sums paid by the Customer under these terms (including Subscription Fees) in respect of services actually supplied by Riven.
  - References to liability in this clause 11 include every kind of liability arising under or in connection with these terms including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

Term and termination
- These terms shall, unless otherwise terminated in accordance with these terms, commence on the Effective Date and shall continue for the Subscription Term following which it shall renew monthly (each a renewal Period) unless the Customer provides Riven with 105 days’ notice prior to the renewal date.
- If the Customer wishes to renew the Subscription Term for a longer period, for example 1 or 3 years, and/or if the Customer wishes to make any changes to the licences, the Customer shall inform Riven at least 105 days prior to the renewal date and the Customer may be required to sign an additional Order.
- Should the Customer not provide notice to Riven of non-renewal, this will result in the Customer being invoiced in full for licences as per the previous Subscription Term and subject to any increased licence cost.
- If the Customer wishes to terminate the Cloud Services without cause, the Customer must provide Riven with 14 days’ notice. Acceptance of termination for convenience will be at Riven’s sole discretion and it is agreed that if this is accepted by Riven, the Customer will pay in full the Subscription Term and any outstanding payments.
- Without affecting any other right or remedy available to it, Riven may terminate these terms with immediate effect by giving written notice to the Customer if the Customer:
  - fails to pay any amount due under these terms on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
  - commits a material breach of these terms which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
  - repeatedly breaches any of these terms in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to these terms;
  - suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, as if the words “it is proved to the satisfaction of the court” did not appear in section 123(1)(e) or (2) of the Insolvency Act 1986;
  - 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 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;
  - applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
  - a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than 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;
  - 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;
  - the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
  - 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;
  - a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
  - 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 5(d) to clause 12.5(k) (inclusive);
  - suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
  - financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to these terms is in jeopardy.
- On termination of these terms for any reason:
  - all licences granted under these terms shall immediately terminate and the Customer and its Authorised Users shall immediately cease all use of the Cloud Services and the Documentation;
  - each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
  - Riven may destroy or otherwise dispose of any of the Customer Data in its possession, unless Riven receives, no later than ten days after the effective date of the termination of these terms, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Riven shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by Riven in returning or disposing of Customer Data; and
  - 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 these terms which existed at or before the date of termination shall not be affected or prejudiced.

Force majeure

Riven shall have no liability to the Customer under these terms if it is prevented from or delayed in performing its obligations under these terms, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control (provided that the Customer is notified of such an event and its expected duration), including, without limitation:

strikes, lock-outs or other industrial disputes (whether involving the workforce of Riven or any other party);
failure of a utility service or transport or telecommunications network;
act of God, war, riot, civil commotion or malicious damage;
compliance with any law or governmental order, rule, regulation or direction;
accident;
breakdown of plant or machinery;
fire, flood, storm;
default of suppliers or subcontractors; or
epidemic or pandemic.

Conflict

If there is any conflict or inconsistency between these terms, the following order of priority shall apply such that a term contained in a higher document on the list shall take precedence over a term contained in a lower document on the list:

The terms of the third party cloud licensor;
the Order Form;
the General Terms of Business;
the Support Terms; and
these Cloud Service Terms.

Variation

No variation of these terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

Waiver
- A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
- A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
Rights and remedies

Except as expressly provided in these terms, the rights and remedies provided under these terms are in addition to, and not exclusive of, any rights or remedies provided by law.

Severance
- If any provision or part-provision of these terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these terms.
- If any provision or part-provision of these terms is deemed deleted under clause 18.1, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
Entire agreement
- These terms, together with the General Terms of Business, Support Terms (if applicable), and Order constitute the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
- Each party acknowledges that in entering into these terms it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms.
- Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these terms.
- Nothing in this clause shall limit or exclude any liability for fraud.
Assignment
- The Customer shall not, without the prior written consent of Riven, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under these terms.
- Riven may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under these terms, provided that it gives prior written notice of such dealing to the Customer.
- Riven may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under these terms.
Third party rights

Unless it expressly states otherwise, these terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these terms.

Notices
- Any notice given to a party under or in connection with these terms shall be in writing and shall be:
  - delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
  - sent by email to the following addresses (or an address substituted in writing by the party to be served):
    - Riven: Building B, Watchmoor Park, Riverside Way, Camberley, Surrey GU15 3YL; and
    - Customer: to the address stated in the Order,

Or such other address as updated by either party from time to time.

Any notice shall be deemed to have been received:
- if delivered by hand, at the time the notice is left at the proper address;
- if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
- if sent by email at the time of transmission, or, if this time falls outside Normal Business Hours in the place of receipt, when Normal Business Hours resume.
This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

Governing law

These terms 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 interpreted in accordance with the law of England and Wales.

Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms or its subject matter or formation (including non-contractual disputes or claims).

Support Terms

These terms of business set out the terms on which Riven Associates Ltd, registered in England & Wales company number 04675573, registered office Barn Studios Gaterounds, Parkgate Road, Newdigate, Surrey, United Kingdom, RH5 5AJ (“Riven”, “we”, “us”) will provide IT support to you, the customer (“Customer”, “you”).

These terms may be updated from time to time and therefore you must check our website, www.rivenassociates.co.uk for the latest terms.

These terms must be read in conjunction with our General Terms and Conditions on our website which take precedence.

Interpretation

The following definitions and rules of interpretation apply in this schedule.

Definitions:

Commercially Reasonable Efforts: the same degree of priority and diligence with which Riven meets the support needs of its other similar customers.
Customer Cause: any of the following causes:
1. any improper use, misuse or unauthorised alteration of the Software by the Customer;
2. any use of the Software by the Customer in a manner inconsistent with the then-current documents;
3. the use by the Customer of any hardware or software not provided by Riven ; or
4. the use of a non-current version or release of the Software.

Fault: any Operational Fault .
Good Industry Practice: the exercise of that degree of skill, care, prudence, efficiency, foresight and timeliness as would be expected from a company within the relevant industry or business sector.
Help Desk Support: any support provided by help desk technicians sufficiently qualified and experienced to identify and resolve most support issues relating to the Software.
Operational Fault: failure of the Software to operate in all material respects in accordance with the Specification and documents, including any operational failure or error referred to in the Service Level Table.
Out-of-Scope Services: any services provided by Riven in connection with any apparent problem regarding the Software reasonably determined by Riven not to have been caused by a Fault, but rather by a Customer Cause or a cause outside Riven’s control (including any investigational work resulting in such a determination).
Response: any attempted communication by Riven or a representative acting on their behalf, has contacted the Customer by email and/or telephone (including leaving a voicemail or missed call) in response to the Customer’s Support Request for the purposes of resolving the issues relating to the Software.
Service Levels: the Service Levels as referred to in the Service Level Table.
Service Level Table: the table set out in 5.1.1.
Solution: either of the following outcomes:
1. correction of an Operational Fault or;
2. a workaround in relation to an Operational Fault (including a reversal of any changes to the Software if deemed appropriate by Riven) that is reasonably acceptable to the Customer.
Support Fees: the Support Fees as set out in the Order.
Support Hours: the period from 8.00 am to 6.30pm, seven days a week unless otherwise specified in these terms.
Support Period: the Term and, if requested by the Customer, any period during which the Customer transfers the Services to an alternate service provider.
Support Request: request made by the Customer in accordance with this schedule for support in relation to the Software, including correction of an Operational Fault.
Support Services: maintenance of the then-current version or release of the Software, including Help Desk Support, but excluding any Out-of-Scope Services to be provided during Support Hours.
- Any terms not defined shall have the meaning given to them in the General Terms of Business.

Support Services
- During the Support Period Riven shall provide in accordance with these terms the Support Services for the Customer during the Support Hours in accordance with the Service Levels and Customer’s chosen support package with Riven.
- As part of the Support Services, Riven shall provide the following:

Service Level

Description

Basic

Helpdesk Management System

No Account Manager

No Proactive Monitoring

Chargeable Admin tickets. Users/Leavers etc

Annual ticket report on request

Proactive Renewals

REMOTE ONLY

Standard

Dedciated AM

Proactive Renewals

Adhoc Reporting

Reactive Support

RRM Monitoring

Admin tickets up to 15 Mins based on fair usage

Annual meetings

REMOTE ONLY

Advanced

All of standard plus:

Proactive Account Management

Roadmapping

Strategy Meetings

9 Box

Customised Reporting

Admin tickets up to 30 mins based on fair usage

Bi annual Meetings

Up to 2 VIP Contracts

ONSITE SUPPORT

Comprehensive

All of Advanced plus:

Windows Update Management

Setup of Existing machines to new users

Business software updates – 3 per year

Patch management

Security questionnaires

Advanced Reporting

Phishing Campaigns and reporting

What Riven Support:

Desktop	Server
· Operating system · Printing · Network connectivity · Anti-virus products · Business file sync and share · Microsoft Office · Office 365 · PDF viewers* *Riven will be reliant on support from 3^rd party vendor	· Operating system · Network services (IP/DHCP/DNS) · Anti-virus software · Office 365 · Microsoft Exchange (on premise) · Microsoft SQL server* (on premise) · Active Directory · Backup software *Core software only, excludes installed SQL application (3^rd party vendor support required)
Network	Cloud
· Wi-fi · Internet connections · Firewall · LAN / VLANS/ WANS/ VPN · Network printing · Network switches · Public domain names & DNS* *These are required to be managed on the Riven domain portal	· Office 365 · Azure · Cloud backup solutions* · Other cloud solutions* *If supplied and purchased through Riven

In addition, Riven shall:

provide Help Desk Support by means of the following telephone number +44 (0)1784 486725 and e-mail address support@rivenassociates.co.uk;
commit appropriate resources to the provision of higher-level Support services if requested and in accordance with these terms ;
use Commercially Reasonable Efforts to:
- correct all Operational Faults notified by Customer under paragraph 3.1; and
provide technical support for the Software in accordance with the Service Levels.

The Help Desk will make reasonable efforts to meet Response times during Support Hours.

2.4 The Customer accepts that access to Riven’s Help Desk may be unavailable from time to time due to the Help Desk engaging in training sessions and ad hoc meetings aimed to enhance the Services and level of support they provide to Customers. The Help Desk may be temporarily suspended due to maintenance and/or telecommunications failures. Riven will provide access to the Help Desk during the Support Hours, excluding bank holidays and public holidays, whether standard or otherwise. Customer accepts that Riven may operate varied Support Hours at times when it reasonably estimates request for support will be low, for example, during holiday periods.

2.4 Any higher-level support requested by the Customer to be provided by an individual whose qualification or experience is greater than that reasonably necessary to resolve the relevant Support Request shall be deemed an Out-of-Scope Service, provided that an appropriately qualified or experienced individual was available at the time when the higher-level Support was sought.

Riven may reasonably determine that any services are Out-of-Scope Services. If Riven makes any such determination, it shall promptly notify the Customer of that determination.
Support does not include:

Installation or upgrade of any new computer hardware or software
Re-configuration of any computer hardware or software
Virus removal from servers or PCs, or updates of anti-virus software
- The Customer acknowledges that Riven is not obliged to provide Out-of-Scope Services and if it does provide Out-of-Scope Services these will be at additional cost to the Customer.
- Riven requires the following to provide you with Support:
You have a network discovery carried out;
Remote control support will need to be granted without delay (for example Logmein, PCAnywhere);
Desktop agent software must be installed for all support; and
Compliance with these terms.
Fees
- The provision of Support Services on a remote, off-site basis (such as over the telephone or by e-mail or access of user’s device) within the Support Period shall be included in the Support Fees.
- The provision of Support Services outside the Support Period or at the Customer Site or the provision of Out-of-Scope Services shall be charged for at the applicable time and materials rates as advised by Riven. Any Support Services provided outside the Support Hours, will incur charges at a rate set out in Riven’s out-of-hours telephone service.
Submitting Support Requests and access
- The Customer may request Support Services by way of a Support Request by email.
- Each Support Request shall include a description of the Operational Fault.
- The Customer shall provide Riven with:
  - prompt notice of any Faults which it becomes aware of; and
  - such output and other data, documents, information, assistance and (subject to compliance with all Customer’s security and encryption requirements notified to Riven in writing) remote access to the Customer System, as are reasonably necessary to assist Riven to reproduce operating conditions similar to those present when the Customer detected the relevant Operational Fault and to respond to the relevant Support Request.
- Each Support Request will generate a ticket and an email notification to the Customer to notify the Customer that their Support Request has been acknowledged and an indication of the priority level.
- There is no specific Response time, the Customer shall expect a Response based on the priority of their ticket.
- A Support Request will be deemed automatically closed and resolved where Riven and/ or a technician acting on their behalf has made three attempts at a Response with the Customer, irrespective of whether the Customer has answered a phone call, provided an incorrect telephone number etc.

4.7 All Support Services shall be provided on an off-site basis (such as over the telephone or by e-mail) unless Customer has purchased a support package which offers onsite support, and this is deemed necessary by Riven.

The Customer acknowledges that, to properly assess and resolve Support Requests, it may be necessary to permit Riven direct access at the Customer Site to the Customer System and the Customer’s files, equipment and personnel.
The Customer agrees to comply with any third party licensor or partner terms which may apply.
In some cases, where there is a fault in Goods, Riven may request the Goods to be returned to their office for inspection. The Customer is responsible for shipping and packing the goods at Customer’s cost and liability (in respect of loss or damage to Goods).
The Customer shall provide such access promptly, provided that Riven complies with all the Customer’s reasonable security requirements and other policies and procedures relating to contractors entering and working on the Customer Site notified to Riven in writing reasonably in advance.

Service Levels
- Riven shall:
  - Prioritise all Support Requests based on its reasonable assessment of the severity level of the Fault reported in accordance with the Service level Table below; and

Priority	Description
P1	Global system failure / major system failure
P2	Lots of people not working / VIP not working / non-critical global system failure
P3	Support issue affecting less than 5 people (not VIP)
P4	Minor annoyances/ charge requests
P5	Planned work/ software updates/ software requests

5.1.2 Use reasonable efforts to Respond to all Support Requests, in Support Hours in accordance with the Response times specified in the table below, except as set out in these terms:

The parties may, on a case-by-case basis, agree in writing to a reasonable extension of the Service Level times at clause 5.1.2.
Riven shall give the Customer regular updates of the nature and status of its efforts to correct any Fault.
Riven shall have no liability where any Solution or delay is caused in whole or part by any third party, including without limitation any third party licensor or partner. Customer must respond to third party licensor or partner if they are providing support within the response time specified by such party. If Customer fails to do so the severity level may be altered, or the ticket closed by the third party for which Riven shall not be liable.

Other remedies
- If a Solution is not provided within the relevant Service Level response time, the Customer may escalate the Support Request to the parties’ respective relationship managers identified below and then to their respective senior management identified below:

Manager: Customer’s Account Manager.

Senior management: Simon Newton, Managing Director, 01784 437 123.

Communications
- In addition to the mechanisms for giving notice specified in clause 26 of the General Term and Conditions, the parties may communicate in respect of any matter referred to in this by e-mail (unless specified otherwise).
Governing law
- These terms and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and interpreted in accordance with the law of England and Wales.
Jurisdiction
- Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).