Business Terms and Conditions

1. About these Terms

1.1 These Business Terms and Conditions (Terms) govern the supply of services by F13 Limited to business customers. They apply to every quotation, proposal, order form, statement of work, service schedule or other order accepted by us (each an Order).

1.2 Our Services are supplied for business purposes only. By placing an Order, you confirm that you are acting wholly or mainly for purposes relating to your trade, business, craft or profession and not as a consumer.

1.3 The Agreement between you and us comprises: (a) the Order; (b) any service-specific terms, service description, service level agreement or data processing schedule expressly incorporated into the Order; (c) these Terms; and (d) any policy expressly referred to in those documents, including our Acceptable Use and Abuse Policy, Domain Registration Terms, Domain Renewal, Expiry and Cancellation Policy and Privacy Notice.

1.4 If there is any conflict, the documents take priority in the order listed in clause 1.3, except that a document will only override another document to the extent of the conflict.

1.5 A reference to writing includes email and messages submitted through our customer portal or support system. Headings are for convenience only and do not affect interpretation.

2. Who we are

2.1 F13 Limited is a private limited company registered in England and Wales under company number 17045453. 

2.2 You can contact us by telephone on +44 (0)114 361 0113, by email at office@f13.co.uk, or through the contact details published at https://f13.co.uk/contact/.

2.3 In these Terms, F13, we, us and our mean F13 Limited. You and your mean the person, company, partnership, public authority or other organisation named in the Order.

3. Definitions

3.1 In these Terms:

• Agreement means the contract formed under clause 1.3.
• Business Day means a day other than a Saturday, Sunday or public holiday in England.
• Charges means the fees, expenses, usage charges, third-party charges and other sums payable under the Agreement.
• Customer Data means data, content, records, configurations and other information supplied by or on behalf of you, or processed through the Services for you.
• Deliverables means reports, designs, configurations, documentation, software or other work product expressly identified as a deliverable in an Order.
• Equipment means hardware, cabling, access points, switches, routers, antennas, cabinets, servers, power equipment and other physical items supplied, installed, loaned or managed by us.
• Initial Term means the minimum period stated in the Order.
• Intellectual Property Rights means patents, copyright, database rights, design rights, trade marks, rights in confidential information, know-how and all similar rights anywhere in the world.
• Services means the services described in an Order, which may include consultancy, network design, wireless surveys, installation, managed services, support, connectivity, hosting, email, domain registration or portfolio management.
• Supplier means a carrier, registry, registrar, hosting provider, software vendor, manufacturer, distributor, subcontractor or other third party involved in delivering the Services.

4. Quotations, Orders and Formation of the Agreement

4.1 A quotation or proposal is an invitation to place an Order and is valid for 30 days unless it states otherwise. We may withdraw or amend it before acceptance.

4.2 Your Order is an offer to purchase the Services on the terms of the Agreement. An Agreement is formed when we issue written acceptance, sign the Order, begin providing the Services, or receive payment, whichever happens first.

4.3 We are not obliged to supply anything outside the agreed scope. Additional work, changes, repeat visits, out-of-hours work and work caused by inaccurate information or customer delay may be charged separately at our then-current rates.

4.4 Any purchase order terms, supplier portal terms or other conditions issued by you do not apply unless a director of F13 expressly agrees to them in writing.

4.5 Where an Order is placed by an agent, group company, reseller or other intermediary, the person placing it warrants that they have authority to bind the customer named in the Order.

5. Our obligations

5.1 We will provide the Services with reasonable care and skill and substantially in accordance with the applicable Order.

5.2 We may use employees, contractors, group resources and Suppliers to provide the Services. We remain responsible for our obligations under the Agreement, subject to its terms.

5.3 Unless an Order states that a date is fixed, project dates, delivery dates, activation dates and completion dates are estimates. Time is not of the essence for our performance.

5.4 We may make changes that do not materially reduce the overall functionality, security or performance of a Service. We may also make urgent changes where reasonably necessary for safety, security, legal, regulatory, registry or supplier reasons.

5.5 We may temporarily suspend or restrict a Service for planned maintenance, emergency maintenance, security, network integrity or supplier work. Where reasonably practicable, we will give advance notice.

6. Your responsibilities

6.1 You must:

• provide complete, accurate and timely information, instructions and approvals;
• co-operate with us and ensure that your personnel and other suppliers do the same;
• provide safe, timely and unobstructed access to sites, systems, equipment, accounts and facilities;
• obtain and maintain all permissions, consents, wayleaves, licences and approvals that are your responsibility;
• provide suitable power, space, environmental conditions, cabling routes and network access where required;
• maintain appropriate security controls, endpoint protection and backups unless expressly included in the Services;
• keep account credentials secure and notify us promptly of suspected unauthorised access;
• use the Services lawfully and in accordance with the Agreement and our Acceptable Use and Abuse Policy; and
• notify us promptly of anything likely to affect scope, delivery, safety, cost or performance.

6.2 We are not responsible for delay, additional cost, failure or degraded performance caused by your act or omission, your other suppliers, unsuitable site conditions, inaccurate information, unavailable access, Customer Equipment or systems outside our control.

6.3 If we attend a site and cannot carry out the planned work because access, readiness, permissions, safety or facilities are inadequate, we may charge our reasonable aborted-visit, waiting-time and remobilisation costs.

6.4 You are responsible for determining whether the Services and Deliverables are suitable for your business requirements, except to the extent an Order expressly states that we are responsible for a specified outcome.

7. Consultancy, surveys, design and project work

7.1 Consultancy, survey and design outputs are based on the information, access, measurements, assumptions, technology and conditions available at the time. Changes to premises, occupancy, interference, applications, devices, cabling, construction or third-party systems may affect the outcome.

7.2 Predictive wireless designs and desktop assessments are planning tools and do not replace an on-site validation survey unless the Order expressly says otherwise.

7.3 Recommendations are professional opinions, not guarantees of a particular commercial result. Capacity, coverage and performance depend on matters including client devices, radio conditions, building materials, usage patterns, upstream connectivity and third-party services.

7.4 You must review Deliverables promptly and notify us of any material error or omission within 10 Business Days of delivery. We will use reasonable efforts to correct verified errors within the agreed scope.

8. Installation, site work and Equipment

8.1 Installation and site work may be subject to survey, feasibility, landlord or wayleave approval, permits, asbestos information, health and safety requirements and Supplier availability.

8.2 You must inform us of known hazards and provide relevant site rules, inductions, asbestos registers and risk information before work begins. We may stop or refuse work where conditions are unsafe or required information is unavailable.

8.3 We will take reasonable care when carrying out work. Minor making-good, decoration and specialist building work are excluded unless expressly included in the Order.

8.4 Risk in Equipment sold to you passes on delivery. Legal title passes only when we have received full payment for that Equipment and all other overdue sums under the Agreement.

8.5 Equipment supplied on loan, rental, managed-service or connectivity terms remains our property or the property of the relevant Supplier. You must keep it secure, identified, insured where reasonably required, and free from liens or interference, and return it on request or termination.

8.6 You must not move, alter, open, repair, reconfigure or permit a third party to interfere with our Equipment unless we authorise it in writing.

8.7 Manufacturer warranties apply to Equipment where available. Unless expressly agreed, we do not provide any additional hardware warranty, but we will reasonably assist with a valid manufacturer claim and may charge for labour, travel or advance replacement.

9. Managed services and support

9.1 The scope of monitoring, maintenance, management and support is limited to the systems, sites, hours and activities stated in the Order.

9.2 Response targets are not guaranteed resolution times. Binding service levels and service credits apply only where an applicable Service Level Agreement expressly provides them.

9.3 We may require remote administrative access, monitoring agents, management accounts or configuration changes. You authorise us to use those facilities solely to provide, secure and support the Services.

9.4 Support does not include failures caused by unsupported products, unauthorised changes, third-party systems, customer error, malware, inadequate licences, environmental conditions or matters outside scope, unless the Order says otherwise.

9.5 We may take reasonable emergency action to protect systems, users, data or networks. Where practicable, we will inform you promptly after taking such action.

10. Connectivity services

10.1 Connectivity Services may depend on carriers, landlords, wayleaves, radio paths, ducts, exchanges, street works, planning, power and other third parties. Availability and delivery are subject to survey and Supplier confirmation.

10.2 Speeds described as up to, bearer, port or access speeds are technical service characteristics and are not a guarantee that every application or destination will achieve that throughput. Performance may be affected by traffic, routing, remote networks, Customer Equipment and factors outside our control.

10.3 Unless an Order provides resilience through separate and appropriately diverse services, a single connectivity service should not be treated as a resilient or uninterrupted solution.

10.4 Service levels, fault targets, maintenance windows and service credits are governed by the applicable Order or Service Level Agreement. Service credits, where stated, are your sole financial remedy for failure to meet those service levels.

10.5 Relocation, modification or cancellation of a connectivity service may be subject to feasibility, new installation charges, Supplier charges and early termination charges.

11. Hosting, email and online services

11.1 Hosting, email, DNS, cloud and online services are provided on a reasonable-endeavours basis unless a Service Level Agreement states otherwise. No internet-connected service can be guaranteed to be uninterrupted, error-free or completely secure.

11.2 You are responsible for Customer Data, website content, mailboxes, software, licences, updates and backups unless the relevant item is expressly included in the managed Service.

11.3 Where we provide a backup service, it is a recovery aid and not an archive. You must maintain any independent copies reasonably required for your business continuity, legal or regulatory obligations.

11.4 We may impose reasonable resource, storage, bandwidth, sending or security limits to protect the service and other users. We may quarantine or block malicious traffic, files or messages.

11.5 Following termination, you must arrange export or migration of Customer Data before the service ends. We may delete Customer Data after termination and do not guarantee that any retained copy can be recovered.

12. Domain names

12.1 Domain registration and portfolio management are subject to our Domain Registration Terms, Domain Renewal, Expiry and Cancellation Policy, published pricing, and the rules, policies and terms of the relevant registry and registrar.

12.2 For .UK domain names, the registrant also contracts directly with Nominet UK and agrees to Nominet’s current Terms and Conditions of Domain Name Registration, Rules of Registration and applicable policies published at https://nominet.uk/uk-registry/uk-policy/.

12.3 For other domain extensions, ICANN policies and the relevant registry or registrar terms may apply, including applicable dispute-resolution policies.

12.4 A domain is not registered, renewed, transferred or recovered until the relevant registry confirms completion. Search results and applications do not guarantee availability or successful registration.

12.5 You warrant that you are entitled to register and use each domain and that its registration and use will not infringe third-party rights or be unlawful, misleading, abusive or fraudulent.

12.6 You must provide complete and accurate registrant and contact details, promptly respond to verification requests and keep those details current. For .UK domains, changes must be supplied within seven days where required by Nominet policy.

12.7 You authorise us to disclose registration information to registries, registrars, validation providers and other parties where necessary to provide the service, comply with policy or law, prevent abuse or resolve a dispute, subject to our Privacy Notice.

12.8 Registration, renewal, transfer, restoration and other domain transactions may require cleared payment in advance. We are not required to fund or renew a domain where payment or explicit renewal authority has not been received.

12.9 We may suspend, lock, redirect, transfer, cancel or decline a domain transaction where required or permitted by registry policy, law, court order, law enforcement, dispute procedure, data validation, non-payment, security concerns or breach of the Agreement.

12.10 Renewal notices are sent using the contact methods described in our Domain Renewal, Expiry and Cancellation Policy. You remain responsible for keeping contact details current and taking action before expiry.

13. Acceptable use and abuse

13.1 You must comply with our Acceptable Use and Abuse Policy and must not use or permit the Services to be used for unlawful activity, infringement, harassment, fraud, unauthorised access, malware, denial of service, spam, abuse, harmful content or activity that threatens systems, networks, people or other customers.

13.2 You are responsible for the acts and omissions of your users, contractors, customers and anyone accessing the Services through your accounts, systems or credentials.

13.3 We may investigate complaints and may preserve or disclose information where reasonably necessary to comply with law, registry rules, court order, law-enforcement request or to protect rights, safety, systems or networks.

13.4 We may immediately block, suspend, isolate or remove affected content, accounts, traffic, domains or Services where we reasonably believe there is an urgent legal, security, abuse or operational risk.

14. Third-party services, software and licences

14.1 Some Services incorporate or depend on products or services supplied by third parties. Their licence terms, acceptable-use rules, warranties, service levels, end-of-life policies and usage limits may apply to you.

14.2 You authorise us to accept Supplier terms on your behalf where reasonably necessary to fulfil an Order, provided those terms are normally associated with the product or service ordered.

14.3 We are not responsible for a Supplier discontinuing, changing or withdrawing a product or service. We may replace it with a reasonably equivalent alternative, adjust the Charges to reflect changed Supplier costs, or terminate the affected part of the Service on reasonable notice.

14.4 Open-source and third-party software is supplied subject to its applicable licence and without any additional warranty from us beyond any rights that cannot lawfully be excluded.

15. Charges, invoicing and payment

15.1 Charges are as stated in the Order or, where not stated, at our then-current published or notified rates. Charges are exclusive of VAT and other applicable taxes, which are payable in addition.

15.2 Unless the Order states otherwise, invoices are payable in full within 30 days of the invoice date, without deduction, withholding, counterclaim or set-off.

15.3 We may require deposits, advance payment, direct debit or a valid recurring payment method. Domain, licence, hardware, carrier and other committed third-party costs may be payable in advance and are non-cancellable once ordered where the Supplier does not allow cancellation.

15.4 If a payment is late, we may charge statutory interest, fixed compensation and reasonable recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998 and related legislation.

15.5 If an invoice is genuinely disputed, you must notify us promptly, explain the reasons and pay the undisputed amount by the due date. Raising a dispute does not permit withholding of unrelated sums.

15.6 We may suspend Services and withhold Deliverables, credentials, transfers, renewals or further work while an undisputed amount is overdue. Suspension does not remove your obligation to pay recurring or committed Charges.

15.7 We may increase recurring Charges on renewal or on at least 30 days’ written notice. We may pass through increases in registry, carrier, licence, energy, tax, exchange-rate or other Supplier costs from the date they affect us, giving as much notice as reasonably practicable.

15.8 Unless the Order states otherwise, reasonable travel, accommodation, delivery, parking, permits and third-party expenses incurred in providing the Services are chargeable in addition.

16. Term and renewal

16.1 The Agreement starts when formed under clause 4.2 and continues for the Initial Term stated in the Order.

16.2 Renewal arrangements are as stated in the Order or applicable service-specific terms. If no renewal arrangement is stated, the Service continues after the Initial Term on a monthly rolling basis and either party may terminate it on 30 days’ written notice.

16.3 A notice to terminate does not take effect before the end of an applicable minimum commitment unless we agree otherwise. You remain liable for Charges and non-cancellable Supplier commitments through the end of that period.

16.4 Domain name renewal and expiry are governed separately by our Domain Renewal, Expiry and Cancellation Policy and applicable registry rules.

17. Suspension

17.1 We may suspend all or part of a Service immediately where:

• payment is overdue;
• you materially breach the Agreement;
• your use is unlawful, abusive, insecure or risks harm to a person, system, network, registry or third party;
• a Supplier, registry, court, regulator or law-enforcement body requires or reasonably requests it;
• we need to carry out emergency work or protect service integrity;
• continued supply would expose us to legal, regulatory, financial, security or reputational risk; or
• you become insolvent or we reasonably believe you are unable to pay debts as they fall due.

17.2 Where appropriate, we will give notice and an opportunity to remedy the issue. We are not required to do so where urgent action is reasonably necessary.

17.3 We may charge reasonable reconnection and remediation costs where suspension results from your breach.

18. Termination

18.1 Either party may terminate an affected Agreement immediately by written notice if the other party commits a material breach that is capable of remedy and fails to remedy it within 30 days after written notice.

18.2 We may terminate immediately if you fail to pay an undisputed overdue sum after notice, repeatedly breach the Agreement, misuse the Services, threaten or abuse our personnel, become insolvent, cease trading, or where continued supply would be unlawful or materially unsafe.

18.3 You may terminate an affected recurring Service before a material detrimental change under clause 27 takes effect by giving notice within the period stated in our change notice. This right does not apply to changes required by law, registry policy or a Supplier where we cannot reasonably avoid the change.

18.4 On termination or expiry:

• all accrued Charges become immediately due;
• you must pay any early termination charges, committed Supplier costs and removal or return costs stated in the Order or reasonably incurred because of early termination;
• each party must return or delete the other’s confidential information, subject to legal retention and backup cycles;
• you must cease using our licences, systems, credentials and Equipment;
• you must provide access for us to recover our Equipment; and
• we may disable accounts and delete Customer Data in accordance with the applicable service terms.

18.5 Termination does not affect rights or liabilities accrued before termination. Clauses intended by their nature to continue, including payment, confidentiality, intellectual property, data protection, liability and governing law, survive termination.

19. Intellectual property

19.1 Each party retains ownership of Intellectual Property Rights it owned or developed independently before the Agreement (Background IP).

19.2 We own our methodologies, templates, tools, configurations, scripts, know-how, reusable materials and improvements, including those used to create Deliverables.

19.3 Once all relevant Charges are paid, we grant you a non-exclusive, perpetual, non-transferable licence to use Deliverables created specifically for you for your internal business purposes. You may provide them to professional advisers and replacement service providers who are bound by confidentiality and use them only for your benefit.

19.4 No ownership assignment is made unless an Order expressly states that specified Intellectual Property Rights are assigned and the relevant Charges have been paid in full.

19.5 You grant us a non-exclusive licence to use Customer Data, materials, names, marks and systems to the extent necessary to provide the Services. You warrant that you have the rights and permissions required to do so.

19.6 If a Deliverable created solely by us is found to infringe a third party’s UK Intellectual Property Rights, we may at our option modify or replace it, obtain a right for continued use, or terminate the affected part of the Agreement and refund the unused proportion of prepaid Charges. This clause does not apply to infringement caused by your materials, instructions, modifications, combinations or use outside the Agreement.

20. Confidentiality

20.1 Each party must keep the other party’s confidential information secure and use it only to perform or receive the Services.

20.2 Confidentiality obligations do not apply to information that is lawfully public, already known without restriction, independently developed, or lawfully received from a third party without a duty of confidence.

20.3 A party may disclose confidential information to its personnel, professional advisers, insurers, auditors, funders and Suppliers who need it and are bound by appropriate confidentiality obligations, or where disclosure is required by law, court, regulator or competent authority.

20.4 We will not publish your name or logo as a customer reference without your prior permission.

21. Data protection

21.1 Each party will comply with applicable data protection law, including the UK GDPR and Data Protection Act 2018.

21.2 We process personal data for our own business purposes as a controller in accordance with our Privacy Notice, including account administration, billing, support, security, service management and domain registration.

21.3 Where we process personal data on your behalf as a processor, the Data Processing Terms in Schedule 1 apply unless the parties enter into a separate data processing agreement.

21.4 You are responsible for ensuring that your instructions, Customer Data and use of the Services comply with data protection law, that you have a lawful basis for processing and disclosure, and that required privacy information has been provided to individuals.

21.5 Unless expressly included in the Services, we are not responsible for determining your retention periods, responding to data-subject requests, carrying out data-protection impact assessments or configuring your systems for legal compliance.

22. Security and Customer Data

22.1 Each party will maintain reasonable technical and organisational security measures appropriate to the information and risks within its control.

22.2 You must use strong authentication, restrict privileged access, keep supported software updated and promptly remove access for leavers and unauthorised users.

22.3 You must notify us without undue delay of any actual or suspected compromise that may affect the Services, our systems or other customers and co-operate with reasonable containment and investigation steps.

22.4 We do not warrant that security controls will prevent every incident. Where a security service is supplied, it reduces risk but does not eliminate it.

22.5 Unless we have expressly agreed responsibility for backups, you are responsible for maintaining tested, independent and appropriate backups of Customer Data and configurations.

23. Warranties and disclaimers

23.1 Except as expressly stated in the Agreement, all warranties, conditions and terms implied by statute, common law or otherwise are excluded to the fullest extent permitted by law.

23.2 We do not warrant that the Services will be uninterrupted, error-free, immune from attack, compatible with every system, or achieve a particular commercial outcome.

23.3 We are not responsible for failures or decisions of registries, carriers, utilities, landlords, internet providers, cloud platforms, software vendors, manufacturers or other third parties outside our reasonable control.

23.4 Any advice about law, regulation, compliance, finance, insurance, construction or health and safety is general technical input only and is not a substitute for advice from an appropriately qualified professional.

24. Liability

24.1 Nothing in the Agreement limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be limited or excluded.

24.2 Subject to clause 24.1, neither party is liable to the other for any indirect or consequential loss, or for loss of profit, revenue, business, contracts, anticipated savings, goodwill or opportunity, whether direct or indirect.

24.3 Subject to clause 24.1, our total aggregate liability arising out of or in connection with an Order, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to 100% of the Charges paid or payable under that Order during the 12 months immediately before the event giving rise to the claim. If the Order has been in force for less than 12 months, the cap is 100% of the Charges paid or payable for that shorter period.

24.4 Where we are responsible for loss or corruption of Customer Data, our liability is limited to the reasonable cost of restoring the data from the most recent usable backup that we were expressly required to maintain under the Agreement.

24.5 We are not liable to the extent a loss is caused or increased by your breach, delay, failure to follow advice, inadequate backup, unauthorised change, Customer Equipment, or an event outside our reasonable control.

24.6 The exclusions and cap in this clause do not reduce your obligation to pay Charges or your liability under clause 25 for third-party claims arising from your content, instructions, unlawful use or infringement.

24.7 Each party must take reasonable steps to mitigate any loss it suffers.

25. Indemnities

25.1 You will indemnify us against third-party claims, losses, damages, penalties and reasonable legal costs arising from:

• Customer Data, content, domains, materials or instructions supplied by or for you;
• your or your users’ unlawful, infringing, fraudulent or abusive use of the Services;
• your breach of applicable registry, registrar, software or Supplier terms; or
• a claim that our authorised use of materials supplied by you infringes third-party rights.

25.2 An indemnified party must notify the other promptly of a claim, provide reasonable co-operation at the indemnifying party’s cost, and allow the indemnifying party to control the defence and settlement, provided no settlement admits fault or creates an obligation for the indemnified party without consent.

26. Force majeure

26.1 Neither party is liable for delay or failure caused by events beyond its reasonable control, including failure of power, carrier or internet services, severe weather, fire, flood, epidemic, war, terrorism, civil disorder, industrial dispute, cyberattack by a third party, supply-chain failure, government action or failure of a registry or Supplier.

26.2 The affected party must use reasonable efforts to reduce the impact. Payment obligations for Services already supplied are not excused.

26.3 If a force majeure event materially prevents an affected Service for more than 60 consecutive days, either party may terminate that Service on written notice, without liability for future recurring Charges but subject to accrued and non-cancellable third-party costs.

27. Changes to these Terms

27.1 We may update these Terms and incorporated policies to reflect legal, regulatory, security, operational, registry or service changes.

27.2 For material changes affecting an existing recurring Service, we will normally give at least 30 days’ notice. Changes required urgently by law, security, registry policy or a Supplier may take effect sooner.

27.3 Updated Terms apply to new Orders immediately and to renewals from the renewal date. They do not retrospectively change the commercial scope of a fixed-price project already accepted, except where required by law or agreed in writing.

28. Notices

28.1 Routine operational notices may be sent by email, portal notification or support ticket to the current contact details held for the account.

28.2 Formal notices of breach or termination must be sent by email to the notified contract contact and, where requested by the receiving party, by recorded delivery to its registered or principal business address.

28.3 You must keep your contact and billing details current. A notice sent to the latest details you have provided is deemed received: (a) for email, on the next Business Day after sending unless a delivery failure is received; and (b) for recorded delivery, two Business Days after posting.

29. Complaints and disputes

29.1 We aim to resolve concerns promptly. Complaints should be raised using our published Customer Service and Complaints Procedure.

29.2 The parties will first attempt in good faith to resolve a dispute through managers with authority to settle it before starting court proceedings, except where urgent injunctive relief, debt recovery, domain action or protection of systems or rights is required.

29.3 Complaints relating to .UK registrar services may be escalated in accordance with our Complaints Procedure and Nominet’s applicable processes.

30. General

30.1 You may not assign, transfer, charge or subcontract your rights or obligations without our prior written consent. We may assign the Agreement to a purchaser of our business or relevant assets, or to a group company, on written notice.

30.2 No person other than the parties has a right to enforce the Agreement under the Contracts (Rights of Third Parties) Act 1999, except a Supplier or registry where the applicable service terms expressly give it enforcement rights.

30.3 If any provision is invalid or unenforceable, it will be modified to the minimum extent necessary or deleted, and the remaining provisions will continue in force.

30.4 A failure or delay to exercise a right is not a waiver. A waiver is effective only if given in writing and applies only to the specific circumstances stated.

30.5 The Agreement is the entire agreement between the parties concerning its subject matter. Neither party relies on any statement not set out in the Agreement, but nothing excludes liability for fraud or fraudulent misrepresentation.

30.6 The Agreement may be signed in counterparts and by electronic signature.

31. Governing law and jurisdiction

31.1 The Agreement and any non-contractual obligations arising from it are governed by the law of England and Wales.

31.2 The courts of England and Wales have exclusive jurisdiction, subject to any mandatory domain-name dispute procedure or jurisdiction that applies under registry or ICANN rules.

Schedule 1 – Data Processing Terms

These Data Processing Terms apply where F13 processes personal data on behalf of the customer in providing the Services and the customer is the controller or a processor appointing F13 as a sub-processor.

1. Processing details

1.1 The subject matter, duration, nature and purpose of processing, and the types of personal data and categories of data subjects, are described in the Order, service description or the customer’s documented use of the Services.

1.2 Processing may include hosting, storage, transmission, retrieval, consultation, organisation, support, monitoring, backup, deletion and other operations necessary to provide the Services.

1.3 Data subjects may include the customer’s staff, contractors, clients, users, website visitors, correspondents and other individuals whose data the customer places in or transmits through the Services.

2. Instructions and compliance

2.1 F13 will process personal data only on the customer’s documented instructions, including instructions in the Agreement and normal use of the Services, unless processing is required by law. If legally permitted, F13 will inform the customer before processing required by law.

2.2 F13 will inform the customer if, in its opinion, an instruction infringes applicable data protection law. F13 may suspend the affected processing while the parties clarify the instruction.

2.3 The customer warrants that its instructions are lawful and that it has all notices, consents and other lawful bases required for the processing.

3. Confidentiality and security

3.1 F13 will ensure that persons authorised to process personal data are bound by confidentiality obligations.

3.2 F13 will implement appropriate technical and organisational measures designed to protect personal data, taking account of the state of the art, implementation cost, nature and risks of processing and the Services ordered.

3.3 Security measures may include, where appropriate to the Service, access controls, authentication, encryption in transit, logging, vulnerability management, backup, resilience, incident management and personnel controls.

4. Sub-processors

4.1 The customer gives general written authorisation for F13 to use sub-processors to provide the Services.

4.2 F13 will impose data-protection obligations on each sub-processor that are materially equivalent to those applying to F13 for the relevant processing and remains responsible for the sub-processor’s performance of those obligations.

4.3 F13 will make information about material sub-processors available on request or through a published list. Where reasonably practicable, F13 will give advance notice of a new material sub-processor. The customer may object on reasonable data-protection grounds, in which case the parties will seek a practical solution. If none is reasonably available, either party may terminate the affected Service.

5. Assistance and incidents

5.1 Taking account of the nature of processing and information available, F13 will provide reasonable assistance with data-subject rights, security obligations, breach notifications, data-protection impact assessments and regulator consultations.

5.2 F13 will notify the customer without undue delay after becoming aware of a personal data breach affecting personal data processed on the customer’s behalf and will provide available information reasonably required for the customer to meet its legal obligations.

5.3 Assistance beyond the standard functionality and support included in the Service may be chargeable at our then-current rates, except to the extent the need arises from F13’s breach of these Data Processing Terms.

6. International transfers

6.1 F13 will not transfer personal data outside the United Kingdom unless the transfer is lawful under applicable data protection law and an appropriate transfer mechanism or adequacy regulation applies.

6.2 Where necessary, the parties will co-operate in putting in place the UK International Data Transfer Agreement, UK Addendum to approved standard contractual clauses, or another lawful safeguard.

7. Return, deletion and audits

7.1 At the end of the Services, F13 will, at the customer’s choice and subject to the Agreement, return or delete personal data processed on the customer’s behalf, unless retention is required by law. Data may remain in secure backups until overwritten in the ordinary cycle.

7.2 F13 will make available information reasonably necessary to demonstrate compliance with these Data Processing Terms and allow reasonable audits by the customer or its independent auditor.

7.3 Audits must be on reasonable notice, during normal business hours, no more than once in any 12-month period unless required by a regulator or following a material incident, and must avoid unreasonable disruption and protect other customers’ information and security. The customer will bear reasonable audit costs unless the audit identifies a material breach by F13.