Terms and Conditions

Sequential Networks Limited is registered in England and Wales under company number 08214802. Registered office: 4th Floor, One Bishopsgate, London, EC2N 3AQ, United Kingdom. Trading and operational address: 24 West Quay Road, Winwick, Warrington, Cheshire, WA2 8UF, United Kingdom. VAT registration number: GB 150 2398 31.

These Terms and Conditions should be read together with the applicable Schedule, order form, quotation or service description, our Acceptable Use Policy, our Privacy Policy and any service-specific terms expressly incorporated into the Agreement.

Our Privacy Policy is available at: https://sequentialnetworks.co.uk/gdpr-privacy-and-cookies-policy/

1. Definitions

In this Agreement, unless the context requires otherwise:

Acceptable Use Policy or AUP means Sequential Networks' acceptable use policy as published or otherwise supplied to the Client from time to time.

Agreement means these Terms and Conditions together with each applicable Schedule, order form, quotation, Contract Information, Contract Summary, DPA, AUP and any other document expressly incorporated by reference.

Applicable Law means all laws, regulations, regulatory requirements, codes and binding directions applicable to the Services or either party, including where applicable UK data protection law and Ofcom's General Conditions of Entitlement.

Background IPRs means any IPRs owned, developed or acquired by a party independently of the particular Services, together with any generic tools, software, libraries, templates, methods, know-how, routines, frameworks and technology used or developed outside the specific Client engagement.

Business Customer means a Client acting wholly or mainly for purposes relating to its trade, business, craft or profession.

Business Day means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Client, Customer, You or Your means the person or entity purchasing or using the Services.

Client Data means data, content, records or information submitted to, stored on, transmitted through or otherwise processed using the Services by or on behalf of the Client, excluding Sequential Networks' own operational, security and billing data.

Client Equipment means servers, firewalls, storage devices, cabling and other physical equipment owned or lawfully controlled by the Client and placed at a Sequential Networks facility.

Client Materials means all materials, specifications, software, data, branding, content, documentation, IPRs and other items supplied by or on behalf of the Client for use in connection with the Services.

Confidential Information means information of a confidential nature disclosed by one party to the other, whether in writing, orally, electronically or by inspection, including business, commercial, technical, security, pricing and customer information, but excluding information which is lawfully public, already lawfully known to the receiving party, independently developed without use of the confidential information, or lawfully received from a third party without confidentiality restriction.

Consumer means an individual acting wholly or mainly outside that individual's trade, business, craft or profession.

Contract Information and Contract Summary have the meanings used in applicable Ofcom rules where the relevant Communications Services are supplied.

Developed Software means any source code, object code, scripts, applications, websites, portals, APIs, integrations, databases, automations, configurations, modules, documentation, designs or other software-related materials created, configured, adapted or developed by or on behalf of Sequential Networks in connection with the Services, excluding Client Materials and third-party materials.

DPA means the data processing provisions in clause 14 and any additional data processing schedule agreed between the parties.

Hardware means servers, firewalls, network equipment, cabling, appliances, devices and systems supplied, leased, managed or supported by Sequential Networks in connection with the Services.

IPRs means all intellectual property rights, including copyright and related rights, database rights, patents, rights in inventions, design rights, trademarks, service marks, trade names, domain name rights, rights in goodwill, rights in confidential information, trade secrets, know-how and all similar or equivalent rights anywhere in the world, whether registered or unregistered, including applications for such rights.

Protected Communications Customer means any Consumer, microenterprise, small enterprise, not-for-profit customer or other end-user entitled to specific protections under Ofcom's General Conditions of Entitlement.

Schedule means any quotation, order form, statement of work, service schedule or other written document accepted by Sequential Networks which describes the Services, Charges, term, specifications, service levels or other service-specific terms.

Scheduled Maintenance means planned maintenance reasonably required for the continued operation, security, repair, upgrade or improvement of the Services.

Sequential Networks, We, Us, Our or Company means Sequential Networks Limited.

Sequential Networks Network means the routers, switches, cabling, servers and other network infrastructure operated or controlled by Sequential Networks for the delivery of the relevant Services.

Services means any services, products or deliverables supplied or to be supplied by Sequential Networks under a Schedule, including, where applicable, internet access, telecommunications, broadband, leased lines, VoIP, colocation, data-centre services, hosting, cloud, backup, disaster recovery, server management, managed IT, cybersecurity, consultancy, hardware, licensing, web services, custom software development, APIs, systems integration, automation, AI-related solutions and support.

Software means software supplied, licensed, hosted, configured, managed or developed by Sequential Networks in connection with the Services, including Developed Software.

SLA means any applicable service level agreement or service level commitment specified in the Agreement.

Third-Party Service means any product, licence, network, carrier, cloud platform, software, domain, certificate, data feed, API or service supplied by a third party and used in connection with the Services.

2. Scope, order of precedence and contract formation

2.1 The Services will be described in the applicable Schedule. A Schedule is accepted when signed, electronically accepted, confirmed in writing by Sequential Networks, or when Sequential Networks begins supplying the Services at the Client's request.

2.2 In the event of conflict, the following order of precedence applies unless the Schedule expressly states otherwise: (a) mandatory Applicable Law; (b) the Contract Summary and Contract Information where Ofcom rules require them to prevail; (c) the Schedule; (d) any DPA or service-specific terms; (e) these Terms and Conditions; and (f) the AUP.

2.3 A person placing an order on behalf of a Client warrants that they are authorised to bind that Client. Sequential Networks may rely on instructions from persons identified by the Client as authorised contacts, including through the Client portal, unless Sequential Networks has been notified that authority has been withdrawn.

2.4 For a Business Customer, the Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes prior discussions and representations, except that nothing excludes liability for fraud or fraudulent misrepresentation. A Business Customer acknowledges that it has not relied on any statement not expressly set out in the Agreement.

2.5 Clause 2.4 does not limit any information or representation which Applicable Law requires to form part of a Consumer contract, including rights under the Consumer Rights Act 2015.

2.6 Any terms contained in a Business Customer's purchase order or other document do not apply unless Sequential Networks expressly agrees to them in writing.

3. Service delivery

3.1 Sequential Networks will provide the Services with reasonable care and skill and substantially in accordance with the applicable Schedule.

3.2 Unless a Schedule states that a date is fixed or guaranteed, implementation, migration, delivery and completion dates are estimates. Sequential Networks is not responsible for delay caused by the Client, a third party, unavailable access, inaccurate information, changes in scope, carrier delays, supply-chain issues or events outside Sequential Networks' reasonable control.

3.3 Sequential Networks may make reasonable technical, operational or security changes to the Services where necessary to maintain, protect, improve, update or comply with Applicable Law, provided such changes do not materially reduce the core functionality of the Services without any rights the Client is entitled to under Applicable Law or the Schedule.

3.4 Sequential Networks may substitute Hardware or underlying technology with an equivalent or better specification where reasonably necessary.

3.5 Sequential Networks may use employees, contractors, affiliates, carriers, data centres, cloud providers and other subcontractors to perform the Services. Sequential Networks remains responsible for its contractual obligations subject to the terms of the Agreement.

4. Client responsibilities

4.1 The Client must:

(a) provide accurate, complete and timely information, instructions, access, credentials, decisions and cooperation reasonably required to provide the Services;

(b) ensure that its authorised users comply with the Agreement and the AUP;

(c) maintain accurate billing, technical, emergency and administrative contact details;

(d) obtain and maintain all licences, permissions, consents and lawful bases required for Client Materials and the Client's use of the Services;

(e) maintain appropriate security over accounts, credentials, endpoints and networks under its control, including multi-factor authentication where supported and reasonably appropriate;

(f) notify Sequential Networks promptly of suspected compromise, misuse, faults or security incidents affecting the Services;

(g) comply with reasonable technical instructions and safety requirements; and

(h) not use the Services unlawfully, abusively, fraudulently or in a manner which could materially harm Sequential Networks, its network, its suppliers or other customers.

4.2 The Client is responsible for third-party software and licences it installs or instructs Sequential Networks to install, including compliance with applicable end-user licence terms.

4.3 Where Client delay or failure prevents Sequential Networks from performing the Services, Sequential Networks may adjust delivery dates and charge reasonable additional costs caused by that delay or failure.

5. Acceptable use, abuse and network protection

5.1 The AUP is incorporated into the Agreement. A material or repeated breach of the AUP may be treated as a material breach of the Agreement.

5.2 Sequential Networks may take proportionate action to protect its systems, networks, customers and third parties from abuse, fraud, malware, denial-of-service activity, security threats, unlawful content, excessive resource consumption or other material risk. This may include rate limiting, filtering, quarantining, blocking traffic or temporarily suspending affected Services.

5.3 Where reasonably practicable, Sequential Networks will notify the Client before taking action under clause 5.2. Immediate action may be taken where necessary to address an urgent security, legal, regulatory or operational risk.

6. Third-party services and dependencies

6.1 Some Services depend on Third-Party Services. Those Third-Party Services may be subject to additional licence terms, acceptable use rules, support policies, renewal terms and technical limitations imposed by the relevant provider.

6.2 Sequential Networks may pass through a third party's reasonable price increase, licence change, tax, regulatory levy, carrier charge or other externally imposed cost relating to the Services, subject to any notice or termination rights required by the Schedule or Applicable Law.

6.3 Sequential Networks is not liable for an outage, withdrawal, change or failure of a Third-Party Service to the extent it is genuinely outside Sequential Networks' reasonable control, but Sequential Networks will use reasonable endeavours to manage suppliers and restore affected Services where Sequential Networks is responsible for doing so under the Schedule.

6.4 Domain names, certificates, cloud subscriptions and third-party licences may be registered or procured on the Client's behalf. Ownership and transfer rights remain subject to the relevant registry, vendor or licensor rules and payment of all amounts due.

7. Custom software, development and project services

7.1 Where Sequential Networks provides software development, web development, automation, API, integration, database, AI, consultancy or other project services, the Schedule should identify the scope, assumptions, deliverables, dependencies, milestones and Charges.

7.2 The Client must review and respond to requests for decisions, approvals, test results and information within a reasonable period. Client delay may extend milestones and may result in additional Charges where Sequential Networks incurs additional work or cost.

7.3 Any material change to scope, specification, assumptions, integrations, volumes, dependencies or deliverables may be treated as a change request. Sequential Networks is not required to carry out a change until the parties agree its effect on Charges, timing and scope in writing.

7.4 Unless the Schedule states otherwise, acceptance testing applies only to material conformity with the agreed specification and not to minor defects which do not materially prevent normal use.

7.5 For Business Customers, unless another acceptance period is stated in the Schedule, a deliverable will be treated as accepted when the earliest of the following occurs: (a) the Client confirms acceptance; (b) the Client puts it into live or production use other than solely for testing; or (c) ten Business Days pass after delivery without the Client giving reasonable written details of a material non-conformity. This clause does not remove any non-excludable statutory rights of a Consumer.

7.6 Unless expressly stated in a Schedule, Sequential Networks does not warrant that bespoke or third-party software will be uninterrupted, completely error-free, immune from all vulnerabilities, compatible with every future third-party change, or suitable for a purpose which the Client has not disclosed and which Sequential Networks has not expressly accepted in writing.

7.7 Where a defect in Developed Software is caused by a change made by the Client or a third party, unsupported third-party software, inaccurate Client Materials, use outside the agreed specification, or a third-party platform change, remedial work may be chargeable.

8. Intellectual property and ownership of custom software

8.1 Each party retains ownership of its Background IPRs. The Client retains ownership of the Client Materials and Client Data, subject to the rights granted to Sequential Networks under the Agreement to provide the Services.

8.2 Unless the applicable Schedule expressly states that specific IPRs are to be assigned to the Client, all IPRs in the Developed Software and all other materials created, configured, adapted or developed by or on behalf of Sequential Networks in connection with the Services shall vest in and remain the exclusive property of Sequential Networks.

8.3 To the extent any such rights do not automatically vest in Sequential Networks, Sequential Networks will use appropriate written contractual arrangements with employees and relevant subcontractors to obtain ownership of, or rights sufficient to exploit and license, those rights.

8.4 Subject to payment in full of all Charges relating to the relevant Developed Software, Sequential Networks grants the Client a non-exclusive, non-transferable and non-sublicensable licence to use the Developed Software for the Client's own internal business purposes and only within the scope stated in the Schedule. For hosted, SaaS, subscription or managed Services, that licence continues only while the relevant Service remains active unless the Schedule states otherwise. For standalone software expressly delivered for the Client's on-premises use, the licence is perpetual after full payment unless the Schedule states otherwise.

8.5 No source code, IPRs or ownership in the Developed Software transfers to the Client unless expressly agreed in writing by Sequential Networks in the applicable Schedule. Delivery of object code, access credentials, documentation, a hosted application or a working system does not amount to an assignment of IPRs or an obligation to provide source code.

8.6 Sequential Networks may, without restriction, reuse, reproduce, adapt, modify, develop, combine, licence, sublicense, commercialise, market, sell, resell or otherwise exploit the Developed Software, or any part, concept, library, framework, routine, module, method, know-how or component of it, for itself or for any third party, including other clients. This right does not permit Sequential Networks to disclose or reuse the Client's Confidential Information, Client Data, Client Materials, private credentials or client-specific branding in breach of the Agreement. No exclusivity is granted to the Client unless a Schedule expressly states otherwise.

8.7 Where the Schedule expressly provides for an assignment of identified IPRs to the Client, that assignment takes effect only after Sequential Networks has received full payment of all Charges relating to the relevant work and excludes Sequential Networks' Background IPRs, generic tools, libraries, frameworks, methods, know-how, third-party materials and reusable components. Sequential Networks may grant the Client a licence to any retained Sequential Networks materials embedded in the assigned deliverable to the extent required for the Client to use that deliverable.

8.8 Third-party and open-source software remains subject to its applicable licence. Sequential Networks does not transfer rights which it does not own.

8.9 Unless expressly agreed otherwise, the Client may not sell, resell, sublicense, publish, distribute, provide as a service to third parties, reverse engineer, decompile or create derivative products from Developed Software, except to the extent such restriction is prohibited by Applicable Law.

8.10 Any ideas, suggestions or feedback voluntarily provided by the Client about the Services may be used by Sequential Networks without restriction, provided this does not disclose Client Confidential Information.

8.11 Where AI-assisted tools are used in delivering a Service, Sequential Networks does not guarantee that every AI-generated element is unique or capable of exclusive intellectual property protection. Sequential Networks remains responsible for the Services to the extent stated in the Agreement.

9. Confidentiality

9.1 Each party must keep the other party's Confidential Information confidential and use it only for performing, receiving or enforcing the Agreement.

9.2 A party may disclose Confidential Information to its personnel, professional advisers, insurers, financiers, subcontractors and suppliers who need to know it and are subject to appropriate confidentiality obligations, or where disclosure is required by law, a regulator or court.

9.3 Each party must use reasonable measures to protect the other's Confidential Information against unauthorised access, disclosure, alteration or loss.

9.4 These obligations continue for five years after termination, except for trade secrets and information which by its nature should remain confidential, for which the obligations continue for so long as the information remains confidential.

10. Security

10.1 Sequential Networks will maintain technical and organisational security measures appropriate to the nature of the Services and risks reasonably known to it.

10.2 No system connected to the internet can be guaranteed to be completely secure. Unless expressly included in the Schedule, Sequential Networks does not assume responsibility for the Client's internal security, endpoint protection, user behaviour, password management, software patching, unsupported systems or third-party environments.

10.3 Where Sequential Networks provides managed security, monitoring or cybersecurity Services, those Services reduce risk but do not guarantee prevention or detection of every incident.

10.4 The Client authorises Sequential Networks to take reasonable emergency measures to contain an active or suspected security incident affecting the Services, including isolating systems, disabling credentials or restricting connectivity where reasonably necessary.

11. Backups, data and restoration

11.1 Unless backup or disaster recovery is expressly included in a Schedule, the Client is responsible for maintaining current, tested and independent backups of its data and systems.

11.2 Where Sequential Networks provides backup Services, the retention period, frequency, scope and restoration commitments are those stated in the Schedule. A backup service is not an archive unless expressly described as one.

11.3 The Client should maintain an independent copy of data whose loss would cause material harm, unless the Schedule expressly states that Sequential Networks is assuming sole backup responsibility.

11.4 Restoration times and recovery points are targets unless expressly identified as guaranteed service levels in the Schedule.

12. Support and maintenance

12.1 Support and maintenance covers only the items and support level identified in the Schedule.

12.2 Unless included in the Schedule, support does not include faults caused by unauthorised modification, unsupported software, Client Equipment, Client Materials, third-party systems, malicious software introduced through the Client's environment, misuse, or failure to follow reasonable instructions.

12.3 The Client must promptly provide reasonable information needed to diagnose a fault and, where appropriate, follow reasonable remediation procedures supplied by Sequential Networks.

12.4 Client-caused remedial work which falls outside the included support may be charged at £50 per 30 minutes or part thereof, unless a different rate is stated in the Schedule. Where reasonably practicable, Sequential Networks will seek prior approval before carrying out more than two hours of chargeable remedial work, except where urgent action is reasonably necessary to protect systems, data, users or network integrity.

12.5 Remote reboots are included for applicable managed or colocation Services where technically available, but Sequential Networks does not guarantee that a remote reboot facility will always function.

13. Scheduled and emergency maintenance

13.1 Sequential Networks may carry out Scheduled Maintenance. Where reasonably practicable, advance notice will be given for maintenance expected to materially affect the Services.

13.2 Emergency maintenance may be performed without advance notice where reasonably necessary to protect security, integrity, availability or compliance.

13.3 Scheduled Maintenance and emergency maintenance reasonably required to address an urgent issue are excluded from uptime calculations unless the Schedule states otherwise.

14. Data protection

14.1 Each party must comply with its obligations under applicable UK data protection law, including the UK GDPR and Data Protection Act 2018.

14.2 In relation to account administration, billing, fraud prevention, regulatory compliance and Sequential Networks' own business operations, Sequential Networks may act as an independent controller as described in its Privacy Policy.

14.3 Where Sequential Networks processes personal data on behalf of the Client in providing the Services, the Client is the controller and Sequential Networks is the processor unless the parties' actual roles require otherwise. In that situation, the remainder of this clause 14 forms a binding processor agreement under Article 28 UK GDPR.

14.4 The subject matter of the processing is the provision of the relevant Services. The duration is the term of those Services plus any limited retention period required for secure deletion, backup cycling, legal obligations or dispute handling. The nature and purpose may include hosting, storage, transmission, support, monitoring, backup, recovery, administration, maintenance, migration, security and other processing reasonably necessary to provide the Services. The types of personal data and categories of data subjects are those contained in or supplied through Client Data for the relevant Services, as further described in the Schedule or Client instructions.

14.5 Sequential Networks shall:

(a) process personal data only on the Client's documented instructions, including instructions in the Agreement, unless required otherwise by UK law;

(b) ensure persons authorised to process personal data are subject to confidentiality obligations;

(c) implement appropriate technical and organisational security measures;

(d) taking into account the nature of the processing, provide reasonable assistance to the Client with data subject rights requests;

(e) taking into account the nature of processing and information available, provide reasonable assistance with security, breach notification, data protection impact assessments and prior consultation obligations;

(f) notify the Client without undue delay after becoming aware of a personal data breach affecting Client Data where Sequential Networks is acting as processor;

(g) at the Client's choice at the end of the Services, delete or return personal data, subject to data retained in backups pending normal secure deletion cycles and data which Applicable Law requires Sequential Networks to retain; and

(h) make available information reasonably necessary to demonstrate compliance with this clause and allow reasonable audits in accordance with clause 14.8.

14.6 The Client gives Sequential Networks general written authorisation to appoint sub-processors. Sequential Networks will ensure that sub-processors processing Client personal data are bound by data protection obligations providing an equivalent level of protection as required by Applicable Law. Where Applicable Law requires notice of a new sub-processor, Sequential Networks will provide reasonable notice and consider reasonable, evidence-based objections from the Client.

14.7 Sequential Networks may make restricted international transfers only where a lawful UK transfer mechanism or other applicable safeguard is in place.

14.8 Audits under clause 14.5(h) must, unless required urgently by a regulator or following a material incident, be on reasonable written notice, during normal business hours, no more than once in any 12-month period, avoid unreasonable disruption and protect other customers' confidential information and security. Sequential Networks may satisfy an audit request through relevant certifications, independent reports, questionnaires or other reasonable evidence where appropriate. The Client bears its audit costs unless an audit identifies a material breach by Sequential Networks.

14.9 The Client warrants that its instructions and provision of personal data to Sequential Networks comply with Applicable Law and that it has all necessary notices, lawful bases and permissions. Sequential Networks must inform the Client if, in its opinion, an instruction infringes applicable data protection law, unless prohibited from doing so by law.

14.10 Special category or highly sensitive personal data should not be supplied for processing unless the nature of the Service reasonably requires it and appropriate safeguards have been agreed.

15. Colocation: delivery, access and Client Equipment

15.1 The Client is responsible for arranging delivery and collection of Client Equipment and for ensuring it is suitably packaged, safe, compatible and in working condition. Sequential Networks is not responsible for transit loss or damage where transport is not provided by Sequential Networks.

15.2 Unless agreed otherwise, packaging may be disposed of after delivery. If the Client asks Sequential Networks in advance to store packaging, a charge of £10 per week or part thereof may apply.

15.3 Access to shared racks is escorted only. Access must be arranged through Sequential Networks and is subject to identity, security, safety and site rules. Where expressly agreed for a dedicated full rack, 24×7 unescorted access may be provided through the designated customer entrance, subject to site security requirements.

15.4 The Client is responsible for the acts and omissions of its personnel and contractors while at Sequential Networks premises. Sequential Networks may refuse or terminate access where reasonably necessary for security, safety, non-payment, maintenance or to protect other customers.

15.5 Client Equipment remains at the Client's risk except to the extent loss or damage is directly caused by Sequential Networks' breach of contract or negligence and subject to clause 24.

16. Smart Hands

16.1 Remote reboots are included where stated in the applicable Service. Unless the Schedule states otherwise, Smart Hands at the data centre are charged at £32 per 15-minute block, with a minimum charge of one block.

16.2 Sequential Networks will use reasonable care when carrying out authorised Smart Hands instructions but is entitled to refuse work which is unsafe, unlawful, unclear or outside reasonable technical capability.

17. Insurance of Client Equipment

17.1 The Client is responsible for maintaining insurance appropriate to the value and importance of Client Equipment and the potential consequences of its loss, damage or unavailability.

17.2 Where a Schedule expressly states that Sequential Networks arranges insurance for specified Client Equipment, any such cover is subject to the insurer's policy terms, exclusions, limits, excesses and claims decisions. Unless liability cannot lawfully be limited, Sequential Networks is not required to pay more under an insured equipment claim than the amount actually recovered from the insurer for that claim after any applicable excess or deduction.

17.3 Insurance of Client Equipment does not include insurance for Client Data, software, loss of profit, business interruption or consequential loss unless expressly stated in the Schedule.

18. Uncollected Client Equipment, storage and lien

18.1 On termination of colocation or related Services, the Client must arrange prompt collection of Client Equipment. Sequential Networks will provide seven days' storage without additional storage charge after the applicable termination date unless otherwise agreed. Thereafter a storage charge of £10 per week or part thereof per item may apply.

18.2 For a Business Customer, to the extent permitted by law, Sequential Networks has a contractual lien over Client Equipment in its possession for undisputed amounts which are due and payable under the Agreement. Sequential Networks may retain possession until those amounts and reasonable storage charges are paid.

18.3 Sequential Networks will not sell, dispose of or retain title to uncollected Client Equipment merely because an arbitrary period has elapsed. Any sale or disposal will be carried out only after giving such notices and following such procedure as is required by Applicable Law, including where applicable the Torts (Interference with Goods) Act 1977, or under a court order or other lawful right.

18.4 Reasonable costs of storage, removal, valuation, sale and disposal may be deducted from sale proceeds to the extent permitted by law. Any remaining balance due to the Client will be accounted for after deduction of lawful sums owed to Sequential Networks.

18.5 The Client must identify in writing any equipment owned by a third party before a lien or disposal process arises and provide reasonable evidence of ownership. Sequential Networks may make verified third-party equipment available to its owner subject to reasonable security procedures and payment of lawful storage or supervision charges attributable to that equipment.

18.6 Before disposal of storage devices, Sequential Networks will use reasonable endeavours to securely erase Client Data where practicable, but the Client remains responsible for maintaining backups and for removing or securely erasing sensitive data before collection or disposal wherever reasonably possible.

19. Service levels

19.1 An SLA applies only to Services expressly identified as covered by that SLA or where the Schedule states that the following commitment applies.

19.2 For covered internet connectivity and data-centre power Services, Sequential Networks targets 99.99% availability per calendar month unless the Schedule states a different level.

19.3 Unless the Schedule states otherwise, if the covered Sequential Networks connectivity or power service falls below 99.99% availability due to an event for which Sequential Networks is responsible, the Client may claim a service credit equal to one day's recurring fee for the affected Service for each complete hour of qualifying unavailability, capped at the recurring monthly fee for that affected Service.

19.4 To receive a service credit, a Business Customer must submit a reasonable written claim within 14 days after the end of the month in which the qualifying outage occurred, identifying the affected Service and outage period. Sequential Networks will validate the claim against its monitoring records, acting reasonably.

19.5 Unless the Schedule states otherwise, qualifying unavailability excludes Scheduled Maintenance; emergency maintenance; Client-caused faults; Client Equipment; failure of power or connectivity on the Client side of the agreed demarcation point; third-party networks outside Sequential Networks' reasonable control; DDoS or cyberattack which Sequential Networks could not reasonably prevent; lawful suspension; force majeure; and periods when Sequential Networks is unable to access equipment or information required to restore service due to the Client.

19.6 For Business Customers, the service credit under this clause is the sole contractual financial remedy for failure to meet the relevant availability SLA, without limiting rights arising from fraud, wilful misconduct or liability which cannot lawfully be limited. Consumer statutory rights are unaffected.

20. Charges, invoicing and payment

20.1 The Client must pay the Charges stated in the Schedule. Setup, project or implementation Charges may be payable before work begins. Recurring Services are invoiced monthly in advance unless otherwise agreed.

20.2 Business Customer prices are exclusive of VAT unless stated otherwise, and VAT will be added at the applicable rate. Prices quoted to Consumers will include VAT where Applicable Law requires this.

20.3 Unless otherwise agreed, recurring Services must be paid by active Direct Debit through Sequential Networks' nominated payment provider. Cancelling a Direct Debit does not cancel the Agreement or extinguish amounts due. Sequential Networks may require an alternative payment method and may suspend Services for non-payment in accordance with clause 21.

20.4 Usage, bandwidth, call, licence, cloud, power and other variable Charges will be calculated as described in the Schedule. Where usage exceeds an included allowance, additional usage may be charged at the stated or then-applicable rate, subject to any notice requirements under Applicable Law.

20.5 A Business Customer must notify Sequential Networks promptly of a genuine invoice dispute and must pay all undisputed amounts when due. Unless prohibited by law, a Business Customer may not set off or withhold undisputed amounts against a separate claim.

20.6 For qualifying Business Customer debts, Sequential Networks may claim statutory interest, fixed compensation and reasonable recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998 and associated legislation.

20.7 Sequential Networks may use a debt collection agency or legal process to recover overdue sums. A Client is responsible only for debt recovery costs which are lawfully recoverable from it.

20.8 Unless otherwise stated, payments are non-refundable once the corresponding Service or work has been supplied, except where the Agreement or Applicable Law gives the Client a right to a refund.

21. Suspension

21.1 Sequential Networks may suspend all or part of the Services where reasonably necessary because:

(a) undisputed Charges are overdue;

(b) the Client materially breaches the Agreement or AUP;

(c) the Client's use creates a material security, legal, fraud, abuse, safety or network risk;

(d) suspension is required by a court, regulator, carrier or competent authority;

(e) emergency or Scheduled Maintenance requires it; or

(f) the Client exceeds agreed technical or usage limits to an extent which materially threatens the Services or other users.

21.2 Except where immediate action is reasonably required, Sequential Networks will provide reasonable notice and an opportunity to remedy the issue before suspension.

21.3 Suspension does not waive amounts properly due. However, Sequential Networks will act proportionately and comply with any applicable Ofcom or consumer requirements concerning non-payment, disconnection and vulnerable customers.

21.4 Sequential Networks will restore a suspended Service within a reasonable time after the reason for suspension has been remedied, subject to payment of any reasonable reconnection charge stated in the Schedule.

22. Duration and termination

22.1 The Agreement begins when accepted under clause 2.1. Each Service continues for the minimum or initial term stated in its Schedule. If no minimum term is stated, the default initial term is one month from the Service activation date.

22.2 After the initial term, the Service continues until terminated on 30 days' written notice, unless the Schedule or Applicable Law specifies a different arrangement.

22.3 A party may terminate an affected Service immediately by written notice if the other party commits a material breach and, where the breach is capable of remedy, fails to remedy it within 30 days after written notice requiring remedy.

22.4 Sequential Networks may terminate or suspend immediately where the Client commits fraud, serious abuse, deliberate unlawful use, a serious security breach, or any breach which cannot reasonably be remedied or where continued provision would be unlawful.

22.5 For a Business Customer, Sequential Networks may terminate immediately if the Client enters liquidation, administration or another formal insolvency process, ceases or threatens to cease business, is unable to pay its debts as they fall due, or suffers an analogous event, except to the extent Applicable Law restricts termination on insolvency.

22.6 Early termination Charges, if any, are those stated in the Schedule and will be applied only to the extent lawful. Mandatory Ofcom or Consumer rights to terminate without penalty prevail.

23. Consequences of termination

23.1 Termination does not affect rights and liabilities which accrued before termination.

23.2 All undisputed Charges properly due up to the termination date, together with lawful early termination, usage, recovery, storage or project Charges, become payable in accordance with the Agreement.

23.3 On termination, the Client's right to use subscription, hosted or managed Software ends unless the Schedule provides a continuing licence. Any perpetual licence granted under clause 8.4 survives subject to its terms.

23.4 The Client is responsible for exporting or requesting return of Client Data before termination where the relevant Service allows this. Sequential Networks may charge reasonable professional services fees for non-standard migration or export work.

23.5 Sequential Networks may delete Client Data after termination in accordance with its normal retention and secure deletion processes, the Schedule, clause 14 and Applicable Law. The Client should not rely on terminated Services as a continuing backup.

23.6 Clauses intended by their nature to survive termination, including intellectual property, confidentiality, payment, data protection, liability, dispute provisions and governing law, continue in force.

24. Liability

24.1 Nothing in the Agreement excludes or limits either party's liability to the extent it cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.

Business Customers

24.2 Clauses 24.3 to 24.8 apply only to Business Customers.

24.3 Subject to clause 24.1, Sequential Networks is not liable for any indirect or consequential loss, or for loss of profit, revenue, anticipated savings, business opportunity, goodwill, reputation or contracts, whether direct or indirect, arising out of or in connection with the Agreement.

24.4 Subject to clause 24.1, Sequential Networks is not liable for loss, corruption or restoration of data except to the extent directly caused by Sequential Networks' breach of an express backup or data protection obligation in the Agreement. In all cases, the Client's own backup obligations and any applicable service-specific recovery commitments will be taken into account.

24.5 Sequential Networks is not liable to the extent a loss is caused or increased by: inaccurate or incomplete Client Materials or instructions; the Client's breach; unauthorised changes; unsupported software or hardware; Client Equipment; a third party outside Sequential Networks' reasonable control; the Client's failure to mitigate; or use of the Services outside the agreed specification.

24.6 Subject to clauses 24.1 and 24.7, Sequential Networks' aggregate liability arising out of or in connection with an affected Service in any rolling 12-month period shall not exceed 100% of the Charges paid or payable for that affected Service during the 12 months immediately preceding the event giving rise to the claim. For a one-off project which has run for less than 12 months, the cap is the total Charges paid or payable for that project.

24.7 The limitation in clause 24.6 does not limit the Client's obligation to pay Charges properly due or any separate liability cap expressly stated in a Schedule. Where Applicable Law requires a different treatment of a particular liability, that law prevails.

24.8 The parties agree that the Charges reflect the allocation of risk in the Agreement and that each Business Customer is responsible for arranging insurance appropriate to its business, data, equipment and potential losses.

Consumers

24.9 If the Client is a Consumer, Sequential Networks is responsible for loss or damage which is a foreseeable result of Sequential Networks breaching the Agreement or failing to use reasonable care and skill, but not for loss or damage which is not foreseeable, subject always to the Consumer's statutory rights.

24.10 Sequential Networks supplies Consumer Services for private use unless expressly agreed otherwise. Sequential Networks is not responsible to a Consumer for business losses arising from use of a Consumer Service for trade or business purposes.

24.11 Nothing in the Agreement restricts a Consumer's rights or remedies under the Consumer Rights Act 2015 or other mandatory consumer law.

25. Business Customer indemnity

25.1 This clause applies only to Business Customers.

25.2 The Client shall indemnify Sequential Networks against third-party claims, losses, damages, liabilities and reasonable legal costs to the extent arising from:

(a) Client Materials infringing a third party's IPRs or privacy rights;

(b) the Client's unlawful or fraudulent use of the Services;

(c) the Client's material breach of the AUP resulting in a third-party claim; or

(d) death, personal injury or physical property damage caused by the negligence or wilful misconduct of the Client or its personnel while at Sequential Networks premises.

25.3 Sequential Networks must notify the Client reasonably promptly of an indemnified claim, permit the Client reasonable control of the defence and settlement where appropriate, and provide reasonable cooperation at the Client's cost. The Client may not settle a claim in a way which admits fault by Sequential Networks or imposes a non-monetary obligation on Sequential Networks without Sequential Networks' written consent.

26. Force majeure

26.1 Neither party is liable for delay or failure to perform an obligation, other than payment of sums already due, to the extent caused by an event beyond its reasonable control, including natural disaster, fire, flood, epidemic, war, civil disorder, terrorism, industrial dispute not limited to that party's own workforce, widespread utility failure, carrier failure, internet routing event, government action or a cyberattack which could not reasonably have been prevented by appropriate measures.

26.2 The affected party must use reasonable endeavours to mitigate the effect of the event and resume performance.

26.3 If a force majeure event materially prevents an affected Service for more than 60 consecutive days, either party may terminate that affected Service on written notice without an early termination charge, subject to Charges properly accrued before termination and any mandatory Consumer rights.

27. Consumer cancellation rights

27.1 This clause applies only where the Client is a Consumer and has a statutory cancellation right for a distance or off-premises contract under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 or other Applicable Law.

27.2 Where applicable, the Consumer generally has 14 days from the day after the contract is entered into to cancel a service contract. Sequential Networks will provide the information and cancellation method required by Applicable Law.

27.3 Sequential Networks will not begin supplying a service during the statutory cancellation period where express consent or an express request is legally required unless the Consumer has provided it. If the Consumer asks for the Service to begin during the cancellation period and later cancels, the Consumer may be required to pay a proportionate amount for Services supplied before cancellation where Applicable Law permits.

27.4 Where a Service has been fully performed during the cancellation period following the Consumer's express request and the Consumer has acknowledged that the cancellation right will be lost on full performance, the cancellation right may cease in accordance with Applicable Law.

27.5 For digital content supplied other than on a tangible medium, the statutory cancellation right may be lost once supply begins where the Consumer has given the express consent and acknowledgement required by Applicable Law.

27.6 Nothing in this clause affects statutory rights where Services or digital content are faulty, not as described or not supplied with reasonable care and skill.

28. Communications Services and Ofcom requirements

28.1 Where Sequential Networks provides an electronic communications network or service which is subject to Ofcom's General Conditions of Entitlement, Sequential Networks and the Client will comply with the requirements applicable to them.

28.2 Where required, Sequential Networks will provide Contract Information and a Contract Summary before the Client becomes bound. Any mandatory terms, price information, contract duration requirements, end-of-contract notifications, switching and porting rights, billing protections and termination rights required by Ofcom prevail over inconsistent wording in the Agreement.

28.3 Where Ofcom rules give a Protected Communications Customer a right to terminate because of a contractual change, price change or other event, Sequential Networks will honour that right.

28.4 Switching and number porting are subject to Applicable Law, Ofcom rules, technical feasibility, validation requirements and the cooperation of relevant providers. Sequential Networks will not impose contractual processes which override mandatory switching rights.

28.5 Sequential Networks will maintain and publish complaints handling information where required and will participate in an Ofcom-approved Alternative Dispute Resolution scheme where legally required. Details of the applicable scheme and eligibility will be stated in Sequential Networks' complaints code or otherwise provided to the Client.

29. Voice and VoIP Services

29.1 Where a voice service uses VoIP or otherwise depends on the Client's broadband connection or local mains power, access to emergency organisations, including 999 and 112, may cease during a power cut, equipment failure or failure of the internet connection on which the service relies unless appropriate resilience arrangements are in place.

29.2 The Client must keep address and location information for VoIP users accurate and up to date where required for emergency caller location purposes.

29.3 Sequential Networks will provide any emergency-access information, resilience measures and customer protections required by Applicable Law and Ofcom rules for the relevant class of customer and Service.

30. Variations to the Agreement and Charges

30.1 Sequential Networks may update these Terms and Conditions for legal, regulatory, security, technical or legitimate business reasons. Changes will not retrospectively alter Charges or rights already accrued.

30.2 For recurring Services, Sequential Networks will give reasonable advance notice of any material change to the Agreement or Charges. Where Applicable Law, Ofcom rules or the Schedule gives the Client a right to terminate without penalty because of a change, that right will be clearly notified and honoured.

30.3 A change which is purely beneficial, administrative, required by law, or which has no material adverse effect may take effect on the date stated in the notice, subject to Applicable Law.

30.4 Client-requested changes to Services are subject to written confirmation and any revised Charges, minimum term, dependencies or implementation times stated by Sequential Networks.

31. Notices

31.1 Formal notices under the Agreement must be in writing and may be sent by email to the most recent notified administrative email address or by prepaid post to the registered office or principal business address of the receiving party.

31.2 A notice by email is deemed received on the next Business Day after sending unless the sender receives an automated delivery failure. A notice by post is deemed received two Business Days after posting within the UK.

31.3 This clause does not prevent ordinary operational, support or service communications being sent through the Client portal, ticketing system, telephone or other agreed channel.

32. Assignment and subcontracting

32.1 A Business Customer may not assign, transfer, charge or otherwise dispose of its rights or obligations under the Agreement without Sequential Networks' prior written consent, not to be unreasonably withheld where the proposed assignee is financially and technically suitable.

32.2 Sequential Networks may assign or transfer the Agreement to an affiliate or to a purchaser of all or substantially all of the relevant business or assets, provided this does not materially reduce the Client's contractual rights. Consumer rights under Applicable Law are unaffected.

32.3 Sequential Networks may subcontract performance in accordance with clauses 3.5 and 14.

33. General

33.1 No partnership or agency. Nothing in the Agreement creates a partnership, joint venture, fiduciary relationship or agency between the parties, and neither party may bind the other except as expressly authorised.

33.2 Waiver. A failure or delay to exercise a right is not a waiver of that right.

33.3 Severability. If any provision is found invalid or unenforceable, it shall be treated as modified to the minimum extent necessary to make it valid where lawful, or otherwise deleted, without affecting the remainder of the Agreement.

33.4 Third-party rights. Unless the Agreement expressly states otherwise, a person who is not a party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.

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

33.6 Electronic acceptance. Electronic signatures, click acceptance, portal acceptance and written electronic confirmations may be used to form or vary the Agreement where legally valid.

34. Governing law and jurisdiction

34.1 For Business Customers, the Agreement and any non-contractual obligations arising from it are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

34.2 If the Client is a Consumer resident in another part of the United Kingdom, nothing in clause 34.1 deprives the Consumer of any mandatory protection or right to bring proceedings in the courts available to the Consumer under Applicable Law.

35. Revision and effective date

35.1 These Terms and Conditions are Revision 2.0.

35.2 The version applicable to a particular Service is the version incorporated into the Agreement, subject to any valid later variation under clause 30 and mandatory Applicable Law.