Terms and Conditions
These Terms and Conditions (“Agreement“) govern the provision of IT security products and services by Snow Technologies Ltd (“Provider,” “We,” “Us,” or “Our“) to its clients (“Client,” “You,” or “Your“). By engaging our services or purchasing our products, you agree to be bound by this Agreement.
1. Definitions
– Products
IT security-related hardware, software, or licenses sold by the Provider.
– Services
Consulting, installation, maintenance, support, or other IT security-related services provided by the Provider.
– Confidential Information
Any non-public information provided by either party that is deemed confidential.
2. Services Offered
Provider offers the following services:
– IT Security product resale (including, but not limited to, backup, antivirus software, productivity and collaboration software).
– IT Security consulting and advisory services.
– Installation, configuration, and integration of security products.
– Ongoing support, maintenance, and monitoring services.
3. Product Sales and Delivery
3.1 Orders
All orders for products must be confirmed in writing and are subject to availability.
3.2 Payment
The Client agrees to pay the price quoted at the time of sale. All payments are due within thirty (30) days from the date of invoice unless otherwise agreed upon in writing.
3.3 Delivery
The Provider will make reasonable efforts to deliver products within the agreed-upon time frame. However, the Provider is not liable for delays due to circumstances beyond our control.
3.4 Transfer of Risk
Risk of loss or damage to the products shall pass to the Client upon delivery.
4. Service Agreements
4.1 Scope
All services rendered by the Provider will be detailed in a Statement of Works (SoW), outlining the specifics of the project, deliverables, timelines, and responsibilities.
On occasion, for smaller projects, the order form signed by the Client will be deemed sufficient to satisfy this specific sub-clause 4.1.
4.2 Service Fees
Fees for services will be detailed in the SLA. If additional services are required beyond the scope of the SLA, the Provider will issue a revised estimate before commencing such services.
4.3 Cancellation and Automatic Renewal
Either party may cancel services by providing a minimum of 30 days notice prior to contract renewal in writing to hello@snowtechnologies.co.uk or to your assigned account manager. Fees incurred up to the cancellation date will be payable by the Client. In the event that no cancellation request is served or requests not served in sufficient time, the Provider will renew the services at a cost of no greater than 5% increase to the previous term for a further period of twelve (12) months or the minimum contract period – whichever is greatest.
4.4 Warranty
The Provider will use commercially reasonable efforts to ensure services meet industry standards. However, no specific guarantees are provided unless explicitly stated in the SLA.
5. Client Responsibilities
5.1 The Client agrees to provide all necessary access, permissions, and information required for the Provider to deliver products or services.
5.2 The Client is responsible for maintaining the security of their network, data, and devices, except where such responsibilities are explicitly covered by the Provider’s services.
6. Intellectual Property
6.1 All intellectual property rights relating to products or services provided by the Provider remain the exclusive property of the Provider or its licensors.
6.2 The Client is granted a limited, non-exclusive, non-transferable license to use the products and services solely for internal business purposes.
7. Confidentiality
7.1 Both parties agree to maintain the confidentiality of all confidential information disclosed during the course of the agreement.
7.2 This obligation remains in effect for a period of 12 months after the termination of this Agreement.
8. Limitation of Liability
8.1 Indirect Damages
The Provider will not be liable for any indirect, incidental, or consequential damages arising from the use of products or services.
8.2 Direct Damages
The Provider’s total liability for direct damages will be limited to the total fees paid by the Client under the applicable order or SLA during the previous agreed contract term or term extension.
9. Warranties and Disclaimers
9.1 Products
All third-party products provided by the Provider are subject to the manufacturer’s warranties, if any. The Provider makes no additional warranties regarding third-party products.
9.2 Services
The Provider warrants that the services will be performed with reasonable care and skill.
9.3 Disclaimers
Except as explicitly stated in this Agreement, the Provider makes no other warranties, express or implied, regarding the products or services.
10. Indemnification
The Client agrees to indemnify and hold harmless the Provider from and against any and all claims, losses, damages, liabilities, and expenses (including legal fees) arising from:
– The Client’s use of the products or services.
– Any breach of this Agreement by the Client.
11. Termination
11.1 Either party may terminate this Agreement by providing written notice if the other party breaches any material provision of the Agreement and fails to remedy such breach within 30 days of written notice.
11.2 Upon termination, the Client must immediately cease using any products or services provided by the Provider and pay all outstanding fees due.
12. Compliance with Laws
The Client agrees to comply with all applicable laws, regulations, and industry standards, including but not limited to data protection and IT security regulations.
13. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the England and Wales. Any disputes arising out of this Agreement shall be resolved in the courts of England and Wales.
14. Force Majeure
Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure results from causes beyond its reasonable control, including acts of God, war, terrorism, natural disasters, or other similar events.
15. Amendments and Waivers
15.1 Amendments
Any amendments to this Agreement must be in writing and agreed upon by both parties.
15.2 Waivers
No failure or delay by either party in exercising any right or remedy shall operate as a waiver.
16. Entire Agreement
This Agreement, together with any applicable SLAs and purchase orders, constitutes the entire understanding between the parties and supersedes all prior agreements, understandings, or representations.