These Terms and Conditions apply to the supply of professional services and subscription services by Onwigo Ltd (“ONWIGO”, “we”, “us” or “our”) to business customers (“you” or “your”). By placing an order, accepting a quotation, or instructing ONWIGO to provide services, you agree to be bound by these Terms and Conditions.

These Terms apply business-to-business only.

1.APPLICATION AND ENTIRE AGREEMENT

1.1 These Terms and Conditions apply to all quotations, proposals, orders and services provided by ONWIGO.

1.2 You accept these Terms when you accept a quotation, place an order, request services, make payment, or otherwise allow ONWIGO to begin performance.

1.3 These Terms, together with the accepted quotation, service order and any documents expressly referred to in them, constitute the entire agreement between the parties and supersede all prior agreements or understandings.

1.4 Any terms supplied by you shall not apply unless expressly agreed in writing by a director of ONWIGO.

2.INTERPRETATION

2.1 “Business Day” means any day other than a Saturday, Sunday or public holiday in England and Wales.

2.2 “Professional Services” means one-off or project-based services including, without limitation, network installation, configuration, consultancy, maintenance and technical support.

2.3 “Subscription Services” means recurring services provided on an ongoing basis, including broadband, internet connectivity, managed network services or similar services billed on a recurring basis.

2.4 Headings are for convenience only and do not affect interpretation.

2.5 Words in the singular include the plural and vice versa.

3.SERVICES AND PERFORMANCE

3.1 ONWIGO shall provide goods and services with reasonable care and skill and in accordance with the accepted quotation or service order.

3.2 Any dates, timescales or delivery estimates are approximate only unless expressly agreed in writing.

3.3 ONWIGO may make changes to services where required to comply with legal, regulatory or technical requirements.

3.4 These Terms apply to the supply of goods as well as services unless otherwise agreed.

3.5 ONWIGO does not guarantee uninterrupted or fault-free operation of internet, broadband or connectivity services. Service availability may be affected by third-party networks, carriers, suppliers, maintenance activities or events outside ONWIGO’s reasonable control, unless expressly covered by a separate written Service Level Agreement.

3.6 Where a Service Level Agreement is expressly agreed in writing, it shall apply only to the services specified and shall not override these Terms except where expressly stated.

4.CUSTOMER OBLIGATIONS

4.1 You shall provide all information, access, permissions, licences and consents reasonably required for ONWIGO to perform the services.

4.2 ONWIGO shall not be liable for delays, service interruption or failure to perform caused by your failure to meet these obligations.

5.FEES, EXPENSES AND TAXES

5.1 Fees are as set out in the accepted quotation or service order.

5.2 You shall pay all applicable expenses, third-party charges and disbursements incurred in connection with the services.

5.3 All fees are exclusive of VAT and any other applicable taxes, which shall be payable in addition where applicable.

6.CANCELLATION AND AMENDMENT

6.1 Quotations may be withdrawn or amended prior to acceptance.

6.2 Orders may be cancelled before acceptance without liability.

6.3 Any amendments requested after acceptance may result in additional charges.

7.PAYMENT

7.1 ONWIGO may invoice in accordance with the accepted quotation, service order, or upon completion of services.

7.2 Invoices are payable within 30 days of the invoice date unless otherwise agreed in writing.

7.3 Time for payment is of the essence.

7.4 ONWIGO reserves the right to suspend services if payment is overdue.

7.5 Subscription Services are billed on a recurring basis in advance unless otherwise stated in the quotation or service order.

7.6 Subscription Services shall continue for the agreed minimum term (if any) and thereafter on a rolling basis unless terminated in accordance with these Terms or the applicable service order.

8.SUBCONTRACTING AND ASSIGNMENT

8.1 ONWIGO may subcontract or assign any of its rights or obligations under these Terms.

8.2 You may not assign or transfer any rights or obligations without ONWIGO’s prior written consent.

9.TERMINATION

9.1 ONWIGO may terminate the agreement immediately if you materially breach these Terms, fail to pay amounts due, or become insolvent or subject to insolvency proceedings.

9.2 Professional Services may be terminated by either party on reasonable written notice, subject to payment for all work performed and costs incurred up to the termination date.

9.3 Subscription Services may be terminated in accordance with the minimum term, notice period and cancellation terms set out in the applicable quotation or service order.

10.INTELLECTUAL PROPERTY

10.1 All intellectual property rights in materials, deliverables and work products provided by ONWIGO remain the property of ONWIGO unless expressly agreed in writing.

10.2 You may not copy, modify, distribute or otherwise use ONWIGO’s intellectual property without prior written consent.

11.LIABILITY AND INDEMNITY

11.1 ONWIGO’s total liability arising out of or in connection with any contract shall not exceed the total fees paid by you under that contract in the 12 months preceding the claim.

11.2 ONWIGO shall not be liable for any indirect, consequential or economic loss, including loss of profits, business, data or goodwill.

11.3 You shall indemnify ONWIGO against all claims, losses and costs arising from your breach of these Terms or misuse of goods or services.

11.4 Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.

12.DATA PROTECTION AND PRIVACY

12.1 ONWIGO’s collection and use of personal data is governed by its Privacy Notice, available at https://www.onwigo.co.uk/privacy

12.2 By entering into a contract with ONWIGO, you acknowledge that you have read and understood the Privacy Notice.

13.FORCE MAJEURE

Neither party shall be liable for delay or failure to perform caused by events beyond their reasonable control, including acts of God, power failure, strikes, war, terrorism, epidemics or governmental action.

14.NOTICES

All notices shall be in writing and delivered by email, post or other agreed method to the contact details provided by the parties.

15.NO WAIVER

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

16.SEVERANCE

If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

17.GOVERNING LAW AND JURISDICTION

These Terms and Conditions are governed by the laws of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction.

18.CHANGES TO THESE TERMS

18.1 ONWIGO may update these Terms and Conditions from time to time.

18.2 Updated Terms will be published at https://www.onwigo.co.uk/terms and will apply to new orders and to ongoing services where you continue to receive services after the updated Terms take effect.

18.3 Where changes are material, ONWIGO will take reasonable steps to notify customers in advance.

18.4 Continued use of ONWIGO’s services after the effective date of updated Terms constitutes acceptance of those Terms.