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1. DEFINITIONS
1.1 Terms used but not defined in this document shall have the meaning ascribed to them in the main body of these Customer T&Cs.
2. APPLICABILITY OF SUBSCRIPTION TERMS AND CONDITIONS
2.1. The provisions in this document shall only apply to the Set-Up Services and shall not apply to the provision of the Services. This document applies in addition to the other provisions of the Agreement relevant to the Set-Up Services, but in the event of a conflict between this document and the remainder of this Agreement, this document shall prevail in relation to the purchase and provisions of any Set-Up Services.
3. EQUALI’S OBLIGATIONS
3.1. Equali shall use reasonable endeavours to supply the Set-Up Services for the Customer, in accordance with this Agreement in all material respects.
3.2. Equali shall use reasonable endeavours to meet any performance dates specified in an Order Form but any such dates shall be estimates only and time for performance by Equali shall not be of the essence of this agreement.
4. CUSTOMER OBLIGATIONS
4.1. The Customer shall:
4.1.1. co-operate with Equali in all matters relating to the Set-Up Services;
4.1.2. take reasonable steps to procure the co-operation of any relevant third-party (for example, a payment service provider) where such third party’s input is required in order for Equali to perform the Set-Up Services;
4.1.3. provide, for Equali, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Customer's premises, office accommodation, data and other facilities as reasonably required by Equali;
4.1.4. provide to Equali in a timely manner all documents, information, items and materials in any form (whether owned by the Customer or third party) required by Equali in connection with the Set-Up Services and ensure that they are accurate and complete in all material respect;
4.1.5. inform Equali of all health and safety and security requirements that apply at any of the Customer's premises.
4.1.6. ensure that all the Customer's Equipment is in good working order and suitable for the purposes for which it is used in relation to the Set-Up Services and conforms to all relevant standards or requirements;
4.1.7. obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable Equali to provide the Set-Up Services; and
4.1.8. keep and maintain Equali's Equipment in good condition and in accordance with Equali's instructions from time to time and shall not dispose of or use Equali's Equipment other than in accordance with Equali's written instructions or authorisation.
4.2. If Equali's performance of its obligations under the agreement is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, or any relevant third party (for example, a payment services provider) Equali shall:
4.2.1. not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay;
4.2.2. be entitled to recover any additional costs, charges or losses Equali sustains or incurs that arise directly or indirectly from such prevention or delay.
5. INTELLECTUAL PROPERTY RIGHTS
5.1. The Customer acknowledges and agrees that Equali and/or its licensors shall own all Intellectual Property Rights in the Services, Software and Documentation, including in any improvements, modifications, enhancements, amendments or additions thereto whether made by or on behalf of the Equali independently of the Order Form, pursuant to its terms or otherwise in the course of the OrderForm (including as a result of comments, information, opinions or suggestions made by the Customer or otherwise).
5.2. To the extent that the Set-Up Services includes any configuration, enhancement or modification to the Services, Software and Documentation, then such configuration, enhancement or modification will be licensed to the Customer solely on the basis set out in paragraph 2 of the Agreement, subject to any additional restrictions or limitations contained in the Order Form. Any of the aforementioned modifications or enhancements is non-exclusive and Equali is not restricted by this Agreement from providing the same or similar Set-Up Services, modifications or enhancements to third parties.
6. LIMITATIONS ON LIABILITY
6.1. Except as expressly and specifically provided in these Set-Up Services Terms:
6.1.1. Equali shall have no liability for any damage caused by errors, inaccuracies or omissions in the Data or any other information or instructions provided by the Customer (or by the Customer’s own end-customers) in connection with the Set-Up Services, or any actions taken by Equali at the Customer's direction; and
6.1.2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement.
6.2. Nothing in these Set-Up Services Terms excludes or limits the liability of either party:
6.2.1. for death or personal injury caused negligence;
6.2.2. for fraud or fraudulent misrepresentation;
6.2.3. for breach of the obligations implied by section 12 of the Sale of Goods Act 1979, or section 2 of the Supply of Goods and Services Act 1982; or
6.2.4. any other liability which may not be excluded by law.
6.3. Subject to paragraph 6.1, Equali shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for:
6.3.1. any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss; or
6.3.2. any special, indirect or consequential loss, costs, damages, charges or expenses;
in either case, however arising in connection with the Set-Up Services.
6.4. Subject to paragraphs 6,1, 6.2 and 6.3 Equali’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Set-Up Services shall, in respect of any claim, be limited to the greater of (a) the fees paid by the Customer to Equali for the Set-Up Services Fees (if applicable); and (b) £1,000.
