The terms of this agreement (the “Terms and Conditions”) will apply to and govern all Contracts under which Mustard IT Limited, registered in England and Wales with company number 07037632 (“Mustard Ltd”) agrees to supply Goods and/or Services to you (the “client”), and shall prevail over any terms and conditions introduced by the client, whether referred to in the client’s order, or in correspondence and elsewhere, or implied by trade custom practice or course of dealing. Any purported provisions contrary to the terms of these Terms and Conditions are hereby excluded or extinguished. No variation of these terms and conditions shall be effective unless previously agreed in writing between the two parties.


  1. Mustard Ltd shall provide the Services to the client in consideration for timely payment of the charges set out in the Booking Form (and any other charges which may fall due pursuant to these Terms and Conditions)


  1. Security and data safeguarding: The client shall be solely responsible for ensuring that, prior to Mustard Ltd starting work on its computer system or before the commencement of any other installation activity, that all data which is, in the opinion of the client, critical to its operations has been backed up, and that recovery procedures sufficient to enable the restoration of that data in the event of loss or corruption are in place.


  1. The client acknowledges Mustard Ltd shall be entitled to disclose to the relevant authorities any and all data or information which it may discover that it considers to be unlawful, and that Mustard Ltd requires such rights in order to enable it to comply with UK Law.


  1. Software Licensing: The client shall be solely responsible for complying with the terms of use, distribution, duplication, or other requirements, whether public or private in origin, applicable to any software, or component of software, supplied through Mustard Ltd, or any software which Mustard Ltd may be asked to work Mustard Ltd may delay any project without penalty until proof of licensing can be provided in respect of any software provided by the client.


  1. Hardware and software supply and warranty: Mustard Ltd shall supply its choice of branded hardware and system software unless otherwise specified by the client and agreed by Mustard Ltd. All warrantees are provided by the vendor unless otherwise stated and are on a Return to Base basis. Mustard Ltd will conduct any Return to Base procedure at its then current hourly The client accepts that software vendors may change and update their packages to correct errors or update their pricing on an ongoing basis and agrees to accept and comply with such changes. Mustard Ltd shall have no responsibility for any errors occurring in any software provided by a third party, nor shall Mustard Ltd have any responsibility for any open-source software or software elements. While Mustard Ltd shall aim to resolve issues specified by the vendor, such services shall be chargeable at Mustard Ltd’s then current hourly rate. The client acknowledges that it shall acquire no ownership of any software provided to it pursuant to agreements subject to these Terms and Conditions and that all such software shall be supplied on a licenced basis. Mustard Ltd makes no warrant that it can fix or repair all errors that may arise in client’s systems, arising in hardware, software or otherwise.


  1. Maintenance of Protection: It is the client’s responsibility to ensure that the effectiveness of any software supplied by Mustard Ltd is maintained, by acquisition from the original developer of such database files, programme patches or other revisions, as may become available from time to time. Mustard Ltd may request that the client updates any critical patches required within any timeframe that it may specify, and client shall be responsible for any loss or damage which may occur as a result of its failure to comply. While Mustard Ltd will take reasonable precautions to avoid disruption to client’s business, Mustard Ltd accepts no responsibility for any errors in software developed by third parties and/or for any disruption, loss or damage that such software may cause.


  1. Privacy: The client shall be solely responsible for compliance with all applicable civil liberties and data protection legislation when using software supplied by Mustard Mustard Ltd makes no warranty that any such software shall guarantee any form of compliance, nor that the client’s use of such software shall be compliant with such statutes. Further, the client shall be solely responsible for its compliance with any privacy, data protection or confidentiality obligations which it may have taken on as part of any contract or agreement entered into with third parties.


  1. Payment: The price for the Services and any relevant Goods shall be as agreed in the Booking Form. Payment of all such charges shall be due on the dates specified in the Booking Form. Unless otherwise specifically stated prices charged on any quotation shall be exclusive of VAT and delivery. Payment for Goods shall become due on the date of delivery of those Goods or completion of works, unless credit facilities have been approved in writing or other arrangements have been specified in the Booking Form. In the event of late payment, interest will accrue at the base rate of Barclays Bank plc plus two per cent. We reserve the right to suspend all services on customer accounts that are overdue for


  1. Out of hours service: the client agrees that, unless otherwise specified in the Booking Form, where a fee is agreed for the provision of Services outside of UK office hours (09:00 – 17:00), that fee is provided in consideration of Mustard Ltd providing available staff to service out of hours requests. The client agrees that it shall pay for any staff time actually incurred providing out of hours service at Mustard Ltd’s then current hourly rates.


  1. Further charges: Where any services are provided by Mustard Ltd that do not fall within the scope of the Services, the client agrees that Mustard Ltd shall be entitled to charge the client for any and all staff time incurred in the provision of such services at its then current hourly rates. Invoices for such time shall be raised monthly in arrears and, unless otherwise specified by Mustard Ltd, shall be due for payment within thirty days.


  1. Delivery: Save for obligations relating to payment by the client, time shall not be of the essence of agreements made pursuant to these Terms and Conditions and the dates for delivery of Goods or execution of activities mentioned in any quotation or acknowledgement of orders shall be approximations only. Delivery may be made in whole, or in part, at the discretion of Mustard Ltd, and, where Goods are delivered by instalments shall be invoiced separately and seen as separate If, in the case of the contract or any order involving more than one delivery, default is made in payment on the due date, Mustard Ltd shall have the right to suspend any further deliveries or activities pending payment, or to terminate the contract in its entirety. Delivery charges will be levied for all deliveries and is door to door only. Any further requirements will be met by Mustard Ltd engineering staff at our then current rates.


  1. Provision of Services: the client agrees that Mustard Ltd may, from time to time, appoint Authorised Agents to perform some or all of its obligations under the terms of agreements concluded pursuant to these Terms and Conditions. The client agrees to the Services being provided by Authorised Agents in this fashion and agrees to extend all such cooperation and assistance to such Authorised Agents as is reasonably necessary to enable those parties to provide the Services in such fashion, as well as to comply with any instructions issued by such Authorised Agents as if such instructions originated directly from Mustard Ltd.


  1. Intellectual Property: All intellectual property rights (including without limitation, copyright), inherent in all material originated and/or provided by Mustard Ltd to the client, either in the form of pre-contract documentation, site documentation or as text, images, research papers or electronically stored code for the manipulation, transmission and presentation of information, shall remain the property of Mustard Ltd. Mustard Ltd reserves the right to, by way of separate negotiation and upon payment in full, transfer, assign or licence copyright (or any other intellectual property) to the


  1. Title to Goods: No title in Goods shall pass to the client until payment in full of all sums owing or due to Mustard Ltd, whether under contract or otherwise. Until such payment is rendered the client shall store the goods in such a way as to clearly indicate that they are the property of Mustard Ltd.


  1. Risk: Without prejudice to clause 14, risk and title in Goods shall pass upon delivery of Goods to the client’s Where material is transmitted electronically, risk will be deemed to have passed to the client, upon the moment of transmission – not of receipt.


  1. Term: Unless otherwise specified in the Booking Form the agreement between Mustard Ltd and the client shall run for a period of 12 months (the “Initial Term”) thereafter the agreement shall be automatically renewed for a further period of 12 months (each such term a “Renewal Period”) at the end of the Initial Period and at the end of each Renewal Period until terminated pursuant to the terms of these Terms and Conditions.


  1. Termination: Unless otherwise specified in the Booking Form either party may terminate an agreement governed by these Terms and Conditions by providing the other with written notice no less than three months prior to the end of the Initial Term or the then current Renewal Term; such notice shall cause the relevant agreement to terminate at the end of the Initial Period or the then current Renewal Period.


  1. Further to the terms of clause 17 either party may terminate an agreement made pursuant to these Terms and Conditions on the basis that the other (a) is in material or persistent breach of any of its obligations under these Terms and Conditions and has failed to remedy such breach within 30 days of receiving written notice from the affected party requiring it to do so, (b) if the other party is unable to pay its debts as they fall due (within the meaning of section 123 of the Insolvency Act 1986), becomes insolvent, is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or has an administrative or other receiver, or similar officer appointed over all or any substantial part of its assets, or enters into any composition or arrangements with its creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction.


  1. Indemnity: The client will indemnify and hold harmless Mustard Ltd, its Authorised Agents, staff, contractors and agents for any loss or damage suffered or incurred as a result of any failure by the client to obtain any necessary license or consent to enter any premises, or suffered as a result of any relevant premises being unsafe or unsuitable, or any failure of the client to comply with any conditions imposed by any other party (including for the avoidance of doubt any breach by the client of any third party’s intellectual property).


  1. Liability: Neither Mustard Ltd, nor any of it’s Authorised Agents, shall under any circumstances be liable for any indirect or consequential loss, damage, expense or injury of any kind. Nor shall Mustard Ltd be responsible for any loss or damage arising from loss of profits, loss of savings, loss of business opportunity, loss or corruption of data, loss of goodwill, or any form of special damages, whether direct, consequential or otherwise, and whether or not either party to this agreement foresaw the possibility of such loss or damage..


  1. Subject to clause 20 Mustard Ltd’s total aggregate liability to the client in respect of this agreement and all other agreements entered into between the two parties, shall not exceed the total fees paid by the client to Mustard Ltd in the 12 months preceding the relevant claim.


  1. Non-solicitation: In order to protect the legitimate business interests of Mustard Ltd, during the Restricted Period the client shall not without the prior written consent of Mustard Ltd, either directly or indirectly, by or through itself, its affiliate, its agent or otherwise, or in conjunction with its affiliate, its agent or otherwise, whether for its own benefit or for the benefit of any other person:


  1. solicit, entice or induce, or endeavour to solicit, entice or induce, any Restricted Person with a view to employing or engaging the Restricted Person, or
  2. employ or engage, or offer to employ or engage a Restricted Person.


  1. In the event of a breach of clause 22 the Client shall pay to Mustard Ltd by way of liquidated damages an amount equivalent to the higher of either 80% of the annual salary of the Restricted Person or a sum representing the equivalent of the cost of the Services for a 6 month period.


  1. The provisions in clause 23 shall be without prejudice to Mustard Ltd’s ability to seek damages or claim injunctive relief.


  1. Force Majeure: Mustard Ltd shall not be liable to the client for any loss or damage which may be suffered by the client as a result of the delivery of goods, materials or the execution of a contract being delayed prevented hindered or made uneconomic by reason or circumstances or events beyond Mustard Ltd control including, but not limited to:
  • Act of God, or riot, strike, lock-out, trade dispute, act of terrorism, labour disturbance, restriction or ban on overtime, accident, fire, flood or storm difficulty or increased expense or;
  • Failure by the client to give adequate instructions or supply the necessary information in due time or
  • Failure by any third-party to carry out their part of the work or otherwise perform their obligations when


  1. Claims: All claims in respect of material, Goods or non-execution of the Contract must be made in writing and received by Mustard Ltd no later than fourteen (14) days of the date of delivery to the client, the client’s premises or the client’s vehicle, or in the case of electronic transmission, from the date of The parties to this agreement specifically exclude the rights of any third parties to make any claim under its terms pursuant to the Contracts (Rights of Third Parties) Act or otherwise.


  1. Waiver: Any waiver by Mustard Ltd of any breach of any term of these Terms and Conditions shall be valid only if given in


  1. Severance: Mustard Ltd and the client believe that these Terms and Conditions are If any provision shall be held to be contrary to applicable law, such provision shall be severed from the remainder, and the remainder shall continue in full force and effect.


  1. Notices: Any notice hereunder shall be deemed to have been duly given if sent pre-paid first class post, fax or e-mail to the party concerned at the address


  1. Law: All contracts to which these Terms and Conditions apply shall be governed and construed in accordance with the laws of England and Wales, and the parties hereby submit to the jurisdiction of the courts of England and Wales.


Definitions: In this agreement the following terms shall have the following meanings:

  1. Authorised Agent, means a third party appointed by Mustard Ltd that shall perform Mustard Ltd’s obligations under this agreement in Mustard Ltd’s stead.
  2. Booking Form, means the form titled ‘booking form’ which appears immediately above these Terms and Conditions.
  3. Goods, means the goods and/or materials set out in the Booking Form, as well as any other goods or materials which may be provided by Mustard Ltd to the Client in the course of performing the Services.
  4. Relevant Period, means the term of this agreement or during any previous engagements of Mustard Ltd by the client in the last 12 months.
  5. Restricted Period, means the term of this agreement and a period of six months after its completion, expiry or termination.
  6. Restricted Person, means:
  7. any person employed, engaged, utilised or contracted by Mustard Ltd whether as an employee, contractor, sub-contractor, agent, worker, officer or as Authorised Agents at any time during the Relevant Period and who has or had contact or dealings with the client; or
  8. any person employed, engaged, utilised or contracted by Mustard Ltd whether as an employee, contractor, sub-contractor, agent, worker, officer or as Authorised Agents at any time during the Relevant Period in relation to the provision of the Services and who has or had contact or dealings with the client.
  9. Return to Base, means that the client shall be responsible for returning the relevant Goods to Mustard Ltd or its Appointed Agent in order to enable that party to attempt repair of those Goods from its own premises.
  10. Services, means the services to be provided by Mustard Ltd and/or its Authorised Agents as specified in the Booking Form.