Foxhall Solutions Limited
Effective date: November 2026
Company details
Foxhall Solutions Limited
Company number: 03827278
VAT registration number: 809668389
Registered office: 48a Aldham Road, Hadleigh, Ipswich, Suffolk, IP7 6BP
Telephone: 01787 320402
Website: https://foxhallsolutions.com
These Terms and Conditions govern the sale and supply of equipment, software, installation, support, maintenance, telecommunications, connectivity and related services by Foxhall Solutions Limited (“Foxhall”, “we”, “us” or “our”).
1. DEFINITIONS AND INTERPRETATION
In these Terms and Conditions, the following expressions shall have the meanings set out below:
Agreement: The contract between Foxhall and the Customer, incorporating these Terms and Conditions, the accepted quotation, Order Form, Order Confirmation and any applicable Service Schedule or Service Level Agreement.
Customer: The individual, company, partnership or other organisation purchasing Products or Services from Foxhall.
Business Customer: A Customer acting wholly or mainly for purposes relating to its trade, business, craft or profession.
Consumer: An individual acting for purposes wholly or mainly outside that individual’s trade, business, craft or profession.
Customer Equipment: Any hardware, software, network infrastructure or other equipment owned, leased or supplied by the Customer or another third party.
Customer Data: Any information, documents, files, personal data or other electronic data provided by or on behalf of the Customer, or accessed or processed by Foxhall when providing Services.
Goods or Equipment: Physical products supplied by Foxhall, including computers, servers, telephone handsets, routers, switches, networking equipment, peripherals, components and accessories.
Order: An order placed by the Customer and accepted by Foxhall.
Order Confirmation: Written confirmation by Foxhall that an Order has been accepted.
Products: Goods, Equipment, Software, digital content and any associated products supplied by Foxhall.
Services: Any services provided by Foxhall, including installation, configuration, commissioning, maintenance, technical support, managed IT services, telecommunications, VoIP, UCaaS, broadband, connectivity, hosting and cloud-based services.
Service Schedule: A document setting out the particular Services, service charges, contract duration, support arrangements, service levels and any additional terms applicable to those Services.
Third-Party Services: Products or Services supplied, operated, licensed or controlled by manufacturers, telecommunications operators, internet service providers, software developers, cloud providers or other external organisations.
Subscription Services: Services supplied on a recurring payment basis, including telephone systems, cloud services, software licences, hosting, connectivity and managed support.
Contract Term: The duration of the Agreement or relevant Service, including any applicable minimum contract period and renewal period.
Minimum Term: The minimum period for which the Customer has agreed to purchase a Service or Subscription Service.
Headings are included for convenience and shall not affect the interpretation of these Terms and Conditions.
References to legislation include any amendment, replacement or re-enactment of that legislation.
References to writing include email unless expressly stated otherwise.
2. APPLICATION OF THESE TERMS AND CONDITIONS
2.1 These Terms and Conditions apply to all quotations, Orders, sales of Products and provision of Services by Foxhall to Business Customers.
2.2 These Terms and Conditions shall form part of the Agreement between Foxhall and the Customer and shall apply to the exclusion of any terms and conditions submitted by the Customer, including terms contained in purchase orders, supplier registration documents or other procurement documentation, unless expressly accepted in writing by an authorised representative of Foxhall.
2.3 The Customer shall be deemed to have accepted these Terms and Conditions when it:
a) Signs or electronically accepts a quotation or Order Form;
b) Confirms an Order in writing;
c) Instructs Foxhall to commence work or procure Products;
d) Accepts delivery of Products; or
e) Commences use of the Services.
2.4 Any variation to these Terms and Conditions must be expressly agreed in writing by an authorised representative of Foxhall.
2.5 Where there is any inconsistency between contractual documents, the following order of precedence shall apply:
a) A specifically agreed written variation signed or approved by both parties;
b) The applicable Order Form or accepted quotation;
c) The applicable Service Schedule or Service Level Agreement;
d) These Terms and Conditions.
2.6 Any promotional material, website description, brochure, estimate or verbal representation is provided for general information only and shall not form part of the Agreement unless expressly incorporated into the Order.
2.7 These Terms and Conditions are primarily intended for Business Customers. Consumer purchases are subject to the consumer provisions in Clause 24 and any mandatory statutory rights.
3. QUOTATIONS AND ORDERS
3.1 Quotations shall be valid for the period stated in the quotation. Where no validity period is stated, quotations shall remain valid for 10 calendar days from the date of issue.
3.2 All quotations are subject to availability of Products, continued availability of Third-Party Services and the pricing and terms of relevant manufacturers and suppliers.
3.3 A quotation does not constitute a binding commitment by Foxhall to supply Products or Services until the Order has been accepted by Foxhall.
3.4 Foxhall reserves the right to decline any Order before acceptance.
3.5 The Customer shall check all quotations, specifications and Order Confirmations and notify Foxhall promptly of any errors or omissions.
3.6 The Customer is responsible for ensuring that the Products and Services ordered are suitable for its intended business requirements, having regard to any advice expressly provided by Foxhall.
3.7 Any estimates of installation times, project completion dates or delivery dates are indicative unless expressly agreed in writing as guaranteed dates.
3.8 Foxhall may recommend changes to Products or specifications where necessary because of availability, compatibility, manufacturer changes or technological developments. No material substitution affecting the agreed functionality, specification or price shall be made without the Customer’s agreement.
3.9 Where the Customer requests changes to an accepted Order, Foxhall may revise the price, delivery date and installation arrangements to reflect the additional work, costs or supplier commitments involved.
3.10 Foxhall may charge for additional work, investigation, configuration or services falling outside the original agreed specification. Such work will be charged at the applicable rates or under a separate quotation.
3.11 The Customer may not cancel or amend an accepted Order without Foxhall’s written agreement. Where Foxhall agrees to cancellation, the Customer shall pay all reasonable costs and liabilities incurred as a result, including:
a) Equipment or materials already ordered or purchased;
b) Non-refundable supplier charges;
c) Software licences and subscriptions already procured;
d) Work already undertaken;
e) Installation, configuration and project preparation costs; and
f) Reasonable cancellation, restocking, administration and storage charges.
3.12 Cancellation charges shall not operate as a penalty and shall reflect the losses, costs and commitments reasonably incurred by Foxhall.
4. PRICES, INVOICING AND PAYMENT
4.1 All prices are exclusive of VAT unless expressly stated otherwise. VAT and any other applicable taxes shall be charged at the prevailing rate.
4.2 Prices shall include only those Products and Services expressly identified in the quotation or Order.
4.3 Additional expenses, including delivery, carriage, insurance, travel, accommodation, parking, specialist equipment and third-party charges, may be charged separately where applicable.
4.4 Foxhall reserves the right to adjust quoted prices before acceptance of an Order where there are changes in supplier prices, exchange rates, freight costs, duties, taxes or other external costs beyond Foxhall’s reasonable control.
4.5 Unless otherwise agreed in writing, payment terms shall be:
a) Equipment and installation Orders: 50% deposit upon acceptance of the Order, with the remaining balance payable within 14 days of delivery, installation completion or system commissioning, as specified in the Order;
b) Services: Payment in accordance with the relevant invoice and Service Schedule;
c) Subscription Services: Payment monthly or annually in advance, as specified in the Order;
d) Additional work: Payment within 14 days of the relevant invoice.
4.6 Foxhall may require full or partial advance payment before procuring equipment, software licences, subscriptions or other third-party products or services.
4.7 The Customer shall pay all invoices by the due date without deduction, withholding, set-off or counterclaim, except where required by law.
4.8 Payment shall be made by bank transfer, direct debit, card payment or another method agreed by Foxhall.
4.9 The Customer shall be responsible for ensuring that sufficient funds are available to meet agreed recurring payments.
4.10 Where payment is overdue, Foxhall reserves the right to charge interest and compensation in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 and associated regulations, where applicable.
4.11 For qualifying business-to-business debts, statutory interest is generally 8% above the Bank of England base rate, together with applicable fixed debt recovery compensation. Where the law permits, Foxhall may also recover additional reasonable debt recovery costs.
4.12 Foxhall may allocate payments received against any outstanding invoices or amounts owed by the Customer.
4.13 Where a Customer disputes an invoice, it must notify Foxhall in writing within seven calendar days of receipt, explaining the grounds for the dispute. The Customer shall pay any undisputed portion by the original due date.
4.14 A dispute over one invoice shall not entitle the Customer to withhold payment of unrelated invoices or undisputed charges.
4.15 Foxhall may require deposits, advance payments or revised payment arrangements where it reasonably considers the Customer’s credit position or payment history to present an increased risk.
4.16 Any discounts offered by Foxhall shall apply only where the relevant conditions are satisfied and payment is received within the stated period.
5. RECURRING SERVICES, SUBSCRIPTIONS AND RENEWALS
5.1 Subscription Services shall be supplied for the Minimum Term specified in the applicable Order or Service Schedule.
5.2 Unless otherwise agreed, the Minimum Term shall commence on the date the relevant Service is activated, made available for use or otherwise identified in the Order.
5.3 The Customer shall remain liable for the recurring charges throughout the Minimum Term, whether or not the Customer makes full use of the Services.
5.4 Where a Subscription Service is stated to renew automatically, it shall renew for the renewal period specified in the Order or Service Schedule unless either party gives written notice of non-renewal at least 30 calendar days before the end of the current term, or such other period as is specified in the Order.
5.5 Following expiry of the Minimum Term, a Service may continue on a rolling monthly basis where specified in the Order, subject to the applicable notice period.
5.6 The Customer acknowledges that Subscription Services may involve ongoing commitments to third-party suppliers, including telecommunications carriers, software licensors and cloud service providers.
5.7 The Customer shall be responsible for recurring charges, licence fees and third-party costs incurred on its behalf throughout the applicable contract period.
5.8 Where a third-party supplier increases its charges, changes its licensing arrangements or imposes additional costs, Foxhall may pass on the relevant increase to the Customer by giving reasonable written notice.
5.9 Foxhall may also review its own recurring service charges annually and may increase them by giving at least 30 calendar days’ written notice.
5.10 Where an increase is imposed by Foxhall rather than a third-party supplier, the Customer may terminate the affected Service by giving written notice within 30 calendar days of receiving notification of the increase, provided that:
a) The increase is material and not already expressly provided for in the Order;
b) The Customer has complied with the applicable Minimum Term; and
c) The Customer pays all charges and commitments accrued up to the termination date.
5.11 This termination right shall not apply to increases resulting from VAT or other taxes, statutory or regulatory changes, third-party supplier price changes, currency movements or other cost increases expressly provided for in the Agreement.
5.12 The Customer shall provide reasonable notice of any requested changes to the number of users, licences, telephone lines, extensions, circuits or other recurring resources. Reductions may be subject to supplier notice periods and minimum contractual commitments.
6. DELIVERY, INSTALLATION AND RISK
6.1 Delivery dates are estimates unless expressly agreed otherwise in writing.
6.2 Foxhall may deliver Products in instalments where appropriate.
6.3 The Customer shall ensure that suitable arrangements are available to receive Products at the agreed delivery location.
6.4 If the Customer refuses or is unable to accept delivery, Foxhall may charge reasonable additional costs for storage, redelivery, handling and associated administration.
6.5 Risk in physical Products shall pass to the Customer upon delivery to the agreed delivery location, or upon collection by the Customer or its nominated carrier.
6.6 Where Foxhall is responsible for installation, the Customer shall provide appropriate access, facilities, power, network connections and other necessary resources.
6.7 The Customer shall ensure that its premises are suitable for installation and that all necessary permissions, consents and approvals have been obtained.
6.8 Where installation is delayed because of circumstances attributable to the Customer, Foxhall may charge for wasted attendance, additional labour, storage and rearranged visits.
6.9 Any estimated installation or commissioning date shall be extended by a reasonable period where delays are caused by the Customer, suppliers, third-party contractors or events outside Foxhall’s reasonable control.
7. OWNERSHIP AND RETENTION OF TITLE
7.1 Legal and beneficial ownership of physical Products shall remain with Foxhall until Foxhall has received payment in full for those Products and all other sums properly due in respect of the relevant Order.
7.2 Until ownership passes, the Customer shall:
a) Keep unpaid Products separate from its other equipment where reasonably practicable;
b) Keep Products identifiable as Foxhall’s property;
c) Maintain appropriate insurance against loss, theft and damage;
d) Not pledge, charge or use the Products as security;
e) Not remove or obscure serial numbers or ownership markings; and
f) Take reasonable care of the Products.
7.3 The Customer shall not resell, dispose of or transfer ownership of unpaid Products without Foxhall’s prior written consent.
7.4 Where the Customer is authorised to resell Products before ownership passes, it shall hold the proceeds of sale separately for Foxhall, to the extent legally effective.
7.5 If the Customer fails to pay for Products when due, Foxhall may require the Customer to make the Products available for collection and may take lawful steps to recover them.
7.6 Nothing in this clause authorises Foxhall to enter premises without consent or other lawful authority.
7.7 The Customer’s right to use Products shall cease where Foxhall lawfully terminates the Agreement and requires the return of unpaid Products.
7.8 This clause does not affect the passing of risk under Clause 6.
8. INSPECTION, ACCEPTANCE AND RETURNS
8.1 The Customer shall inspect delivered Products as soon as reasonably practicable.
8.2 Any visible damage, shortages or delivery discrepancies should be reported to Foxhall in writing within seven calendar days of delivery, with reasonable supporting evidence.
8.3 This notification requirement does not exclude rights relating to latent defects or any rights that cannot lawfully be excluded.
8.4 Products shall not be returned without Foxhall’s prior written authorisation, except where return is required by law.
8.5 Where Foxhall agrees to accept a return for reasons other than a defect or breach of contract, the Customer may be required to pay reasonable restocking, handling, carriage and administration charges.
8.6 Products returned under an agreed commercial return arrangement must be complete, appropriately packaged and accompanied by the relevant return authorisation.
8.7 Bespoke, configured, personalised or specially ordered Products may not be eligible for return except where required by law or expressly agreed by Foxhall.
8.8 Nothing in this clause limits any statutory rights available to a Consumer.
9. WARRANTIES AND DEFECTIVE PRODUCTS
9.1 Foxhall shall pass on to the Customer the benefit of any applicable manufacturer warranty for third-party Products, to the extent that the manufacturer permits this.
9.2 Unless otherwise stated in the Order, Foxhall warrants its own supplied physical Products against defects in materials and workmanship for six months from delivery.
9.3 Where Foxhall supplies replacement parts, any applicable warranty period shall be stated in the relevant Order or replacement documentation.
9.4 Where a valid warranty claim is established, Foxhall may, as appropriate:
a) Repair the defective Product;
b) Replace the defective Product or component;
c) Arrange for the manufacturer to undertake the repair or replacement; or
d) Provide another remedy agreed with the Customer.
9.5 Warranty work shall be undertaken within a reasonable period, taking account of the nature of the fault, availability of replacement parts and supplier arrangements.
9.6 The Foxhall warranty shall not cover faults or damage arising from:
a) Incorrect use, neglect or misuse;
b) Accidental damage, fire, flood or other external events;
c) Unauthorised modification, repair or interference;
d) Use outside the manufacturer’s specifications;
e) Inadequate electrical supplies, environmental conditions or network infrastructure;
f) Viruses, malware or other malicious activity;
g) Failure to install updates or follow reasonable technical instructions;
h) Customer Equipment or third-party products;
i) Normal wear and tear or consumable items; or
j) Any other cause outside Foxhall’s reasonable control.
9.7 Warranty cover shall not extend to work or products specifically excluded in the applicable Service Schedule.
9.8 The Customer shall notify Foxhall promptly of any suspected defect and provide reasonable access and information to allow investigation.
9.9 Where a fault is found not to be covered by warranty, Foxhall may charge for investigation, labour, travel, parts and any associated costs.
9.10 Manufacturer warranties and software licence terms may provide different warranty periods and remedies. Those terms shall apply to the relevant third-party Products.
9.11 Nothing in this clause excludes any statutory rights or remedies which cannot lawfully be excluded.
10. INSTALLATIONS AND CUSTOMER INFRASTRUCTURE
10.1 Where Foxhall installs Products or Services onto existing Customer Equipment, Foxhall’s quotation shall be based on the information and conditions reasonably available at the time.
10.2 The Customer shall disclose relevant information about its existing infrastructure, including:
a) Network topology and configuration;
b) Broadband and internet connections;
c) Firewalls, routers and switches;
d) Operating systems and software;
e) Existing telephone systems and telephone numbers;
f) Licences and access credentials; and
g) Known faults, compatibility issues and restrictions.
10.3 Foxhall shall not be responsible for faults, delays or additional work caused by inaccurate or incomplete information supplied by the Customer.
10.4 If existing infrastructure proves unsuitable, incompatible, insecure or inadequate, Foxhall may recommend additional work or changes.
10.5 Additional investigation, remedial work, reconfiguration, replacement equipment or additional installation time shall be chargeable unless expressly included in the original Order.
10.6 The Customer is responsible for maintaining suitable power supplies, environmental conditions, physical security and network connectivity.
10.7 Unless expressly included in the Order, Foxhall shall not be responsible for the removal, disposal, repair or maintenance of existing Customer Equipment.
10.8 Foxhall may suspend installation work where it identifies an unsafe working environment or infrastructure which would make installation technically inappropriate or potentially damaging.
11. SERVICES, SUPPORT AND MAINTENANCE
11.1 Foxhall shall provide Services in accordance with the relevant Order, Service Schedule and any applicable Service Level Agreement.
11.2 Services may include installation, configuration, maintenance, remote support, on-site support, monitoring and management, as specified in the Order.
11.3 Unless expressly agreed otherwise, support response times are targets and not guaranteed resolution times.
11.4 A response time is the period within which Foxhall aims to acknowledge or begin investigating a reported issue. It is not a commitment to resolve the issue within that period.
11.5 Any guaranteed availability, response or resolution commitments must be expressly stated in an applicable Service Level Agreement.
11.6 Unless otherwise agreed, normal working hours are Monday to Friday, 8.00am to 6.00pm, excluding public and bank holidays in England.
11.7 Work outside normal working hours, including evenings, weekends and public holidays, may be charged at additional rates.
11.8 The following shall be excluded from Services unless expressly included in the Order:
a) Work arising from Customer misuse or unauthorised changes;
b) Repair of equipment not supplied or supported by Foxhall;
c) Data recovery and restoration;
d) Cybersecurity incident response and forensic investigation;
e) Virus or malware removal;
f) Software development or bespoke programming;
g) Relocation of equipment;
h) Electrical installation and building work;
i) Consumables and replacement batteries;
j) Third-party supplier charges; and
k) Any other work not specifically included in the agreed Service.
11.9 Foxhall may use suitably qualified subcontractors and specialist service providers to perform some or all of the Services.
11.10 The Customer shall provide reasonable cooperation, access, information and assistance to enable Foxhall to perform the Services.
11.11 Where the Customer fails to provide necessary cooperation or access, Foxhall may charge for additional time, wasted attendance and delays.
11.12 Foxhall may undertake routine maintenance, updates and service improvements where reasonably necessary. Where practicable, Foxhall shall give advance notice of maintenance likely to cause material service interruption.
11.13 Replaced components and parts removed during repair shall become the property of Foxhall unless otherwise agreed.
11.14 Foxhall shall not be responsible for delays caused by the Customer, third-party suppliers, manufacturers or external service providers.
12. THIRD-PARTY PRODUCTS AND SERVICES
12.1 Products and Services may incorporate or depend upon third-party products, platforms, networks, software, licences, cloud services and telecommunications infrastructure.
12.2 The Customer acknowledges that such third-party products and services are supplied, controlled and maintained by their respective providers.
12.3 The Customer agrees to comply with all applicable third-party terms, licences, acceptable-use policies and service conditions.
12.4 Foxhall does not own or control third-party products or services and cannot guarantee their uninterrupted availability, functionality, security, pricing or continued supply.
12.5 Foxhall shall use reasonable endeavours to assist the Customer in dealing with third-party service faults and supplier disputes where those matters fall within the agreed Services.
12.6 Where a third-party supplier changes, suspends, withdraws or discontinues a product or service, Foxhall may propose an alternative solution.
12.7 Where no reasonable alternative is available, Foxhall may terminate the affected Service by giving reasonable notice, subject to any applicable supplier commitments and accrued payment obligations.
12.8 Foxhall shall not be liable for the independent acts or omissions of third-party providers except to the extent that any liability arises from Foxhall’s own breach of contract, negligence or other legally actionable conduct.
12.9 Any manufacturer warranty, third-party service level or software licence shall apply in addition to these Terms where relevant and legally effective.
13. TELECOMMUNICATIONS, VoIP AND UCaaS SERVICES
13.1 This clause applies to telephone systems, VoIP, SIP trunks, hosted telephony, UCaaS, telephone number services, call management and associated telecommunications services.
13.2 The Customer acknowledges that telecommunications services may depend on broadband connections, internet infrastructure, power supplies, telecommunications carriers, data centres and third-party software platforms.
13.3 Foxhall does not guarantee uninterrupted telecommunications service unless an express service availability commitment has been agreed in writing.
13.4 Telephone call quality and availability may be affected by:
a) Broadband speed, stability and contention;
b) Internal network configuration;
c) Firewall and router settings;
d) Power failures;
e) Third-party telecommunications networks;
f) Internet routing and congestion;
g) Hardware and software faults; and
h) Circumstances outside Foxhall’s reasonable control.
13.5 The Customer shall maintain suitable internet connectivity, internal network equipment and electrical supplies unless these are expressly included within the Services.
13.6 The Customer shall ensure that its network is appropriately configured and capable of supporting the contracted telephone services.
13.7 Where applicable, the Customer shall provide accurate installation and service address information and promptly notify Foxhall of any change of address or location.
13.8 Emergency calls to 999 and 112 over VoIP services may be unavailable or impaired during power failures, broadband outages, network failures, system faults or other interruptions.
13.9 The Customer shall ensure that suitable alternative arrangements are available for contacting emergency services where VoIP emergency calling is unavailable, including access to a mobile telephone or alternative fixed telephone line.
13.10 Where a telephone service is used at more than one location, the Customer must ensure that the emergency location information held by the relevant provider is accurate and updated as required.
13.11 The Customer shall not assume that emergency services will automatically identify the caller’s physical location correctly.
13.12 Foxhall shall provide or communicate any applicable emergency calling information supplied by the relevant telecommunications provider. The Customer remains responsible for ensuring that the information it supplies is accurate.
13.13 Number porting and telephone number transfers are dependent on the relevant telecommunications providers and their processes.
13.14 Foxhall will use reasonable endeavours to facilitate number porting but cannot guarantee completion by a particular date or guarantee that a third-party provider will approve a transfer.
13.15 The Customer shall provide all necessary authorisations, account information and documentation required for number porting.
13.16 The Customer shall not cancel its existing telephone service before the number porting process has been completed and Foxhall or the relevant provider has confirmed that it is safe to do so.
13.17 The Customer acknowledges that number transfers, service migrations and changes of telecommunications provider may result in temporary interruption or loss of certain services.
13.18 The Customer is responsible for ensuring that call recording, call monitoring, voicemail, call routing and other telephone system features are used in compliance with applicable laws, including data protection and privacy requirements.
13.19 Where call recording is enabled, the Customer is responsible for determining the lawful basis for recording, providing appropriate notices and ensuring that recordings are retained and accessed appropriately.
13.20 The Customer shall not use telecommunications services for unlawful purposes, nuisance calls, fraud, unsolicited communications in breach of applicable law or any other prohibited activity.
13.21 Foxhall may suspend or restrict telecommunications services where reasonably necessary to prevent fraud, protect networks, comply with legal requirements or address a serious security risk.
14. BROADBAND, INTERNET AND CONNECTIVITY SERVICES
14.1 Broadband and connectivity services may be provided by third-party internet service providers or telecommunications operators.
14.2 The Customer acknowledges that broadband performance may vary according to network conditions, line quality, distance from network equipment, contention, internal wiring and other external factors.
14.3 Any quoted speeds are estimates or service-provider specifications unless expressly guaranteed in writing.
14.4 Foxhall does not guarantee that the Customer will achieve a particular download or upload speed unless a specific contractual commitment has been agreed.
14.5 The Customer shall provide suitable access and facilities for installation and maintenance of connectivity equipment.
14.6 The Customer shall be responsible for any internal network wiring, equipment or configuration not expressly included in the Order.
14.7 Where connectivity depends on a third-party provider, faults, outages, repair times and service credits shall be subject to that provider’s applicable arrangements.
14.8 Foxhall shall use reasonable endeavours to assist in reporting and escalating connectivity faults.
14.9 The Customer acknowledges that internet access is not a guaranteed substitute for an independent emergency communications facility.
15. SOFTWARE, CLOUD SERVICES AND LICENSING
15.1 Software and cloud services may be supplied under licences granted by third-party manufacturers or providers.
15.2 The Customer shall comply with all applicable software licence terms, subscription conditions and acceptable-use policies.
15.3 Unless expressly agreed otherwise, Foxhall does not transfer ownership of third-party software to the Customer.
15.4 The Customer shall not copy, modify, distribute, reverse engineer or otherwise use software in breach of the applicable licence.
15.5 Software licences may be subject to user limits, device limits, subscription periods, storage limits and other restrictions imposed by the relevant provider.
15.6 The Customer is responsible for providing accurate information regarding the number of users, devices and licences required.
15.7 Additional licences, users, storage or functionality requested by the Customer may incur additional charges.
15.8 The Customer acknowledges that software providers may change, update, modify or discontinue features and functionality.
15.9 Foxhall shall not be responsible for independent changes made by software manufacturers or cloud service providers.
15.10 Where Foxhall develops bespoke configurations, scripts, templates, documentation or other proprietary materials, ownership of the underlying intellectual property shall remain with Foxhall unless otherwise expressly agreed in writing.
15.11 Subject to payment of all applicable charges, Foxhall grants the Customer a non-exclusive, non-transferable right to use any Foxhall-owned deliverables expressly supplied for the Customer’s internal business purposes.
15.12 Third-party software remains subject to its own licensing terms.
16. CUSTOMER RESPONSIBILITIES AND COOPERATION
16.1 The Customer shall:
a) Provide accurate information and specifications;
b) Ensure that Products and Services are ordered for legitimate business purposes;
c) Provide suitable access to premises and systems;
d) Maintain appropriate electrical supplies and internet connectivity;
e) Protect passwords, access credentials and administrative accounts;
f) Maintain appropriate physical and logical security;
g) Comply with applicable software licences;
h) Maintain appropriate backups of Customer Data;
i) Notify Foxhall promptly of known faults, security incidents and material changes to its systems;
j) Ensure that its employees and authorised users comply with applicable usage requirements; and
k) Pay all charges due under the Agreement.
16.2 The Customer shall ensure that it has all necessary rights, permissions, licences and consents for Foxhall to access, configure, maintain or process Customer Equipment and Customer Data.
16.3 The Customer shall ensure that any instructions provided to Foxhall are lawful and do not infringe third-party rights.
16.4 The Customer shall be responsible for obtaining any necessary internal approvals and informing its employees of relevant IT, security and monitoring arrangements.
16.5 Foxhall may rely on instructions provided by persons whom the Customer has authorised to act on its behalf.
16.6 The Customer shall notify Foxhall promptly if an authorised contact or administrator changes.
16.7 The Customer shall not deliberately interfere with Foxhall’s systems, networks, monitoring tools or service management arrangements.
16.8 Foxhall may decline to carry out an instruction which it reasonably believes to be unlawful, unsafe, technically inappropriate or likely to compromise the security of its systems or other customers.
17. DATA PROTECTION AND INFORMATION SECURITY
17.1 Each party shall comply with applicable data protection legislation, including the UK General Data Protection Regulation and Data Protection Act 2018, as amended from time to time.
17.2 The parties shall determine their respective roles as data controller or data processor in relation to each processing activity.
17.3 Where Foxhall processes personal data on behalf of the Customer as a data processor, the parties shall enter into a separate Data Processing Agreement where required by law.
17.4 The Data Processing Agreement shall address the processing instructions, security arrangements, confidentiality, sub-processors, assistance with data subject rights, data breaches, audits and the return or deletion of personal data.
17.5 The Customer shall ensure that it has a lawful basis and all necessary authority to provide personal data to Foxhall and to instruct Foxhall to process that data.
17.6 Foxhall shall implement appropriate technical and organisational measures designed to protect personal data and Customer Data against unauthorised or unlawful processing, accidental loss, destruction or damage, having regard to the nature of the Services and the risks involved.
17.7 The Customer acknowledges that no IT system, network, cloud platform or electronic communications service can be guaranteed to be completely secure.
17.8 The Customer remains responsible for its own information governance, user permissions, access controls, security policies and business continuity arrangements, except where specific responsibilities have been expressly accepted by Foxhall under a Service Schedule.
17.9 Unless backup and recovery services are expressly included in the Agreement, the Customer is responsible for maintaining regular, appropriate and independently verified backups.
17.10 Where backup services are supplied by Foxhall, the precise backup frequency, retention period, recovery arrangements and service levels shall be specified in the applicable Service Schedule.
17.11 The Customer shall notify Foxhall promptly of any suspected compromise of accounts, credentials, systems or networks which may affect the Services.
17.12 Foxhall shall notify the Customer without undue delay after becoming aware of a personal data breach affecting personal data processed by Foxhall on behalf of the Customer, in accordance with the applicable Data Processing Agreement and legal requirements.
17.13 The Customer acknowledges that certain information may be processed or stored by third-party software, cloud, telecommunications and hosting providers.
17.14 Foxhall shall use appropriate contractual arrangements with its sub-processors where required by applicable data protection law.
17.15 On termination, personal data shall be returned or deleted in accordance with the applicable Data Processing Agreement and legal requirements.
18. CONFIDENTIALITY
18.1 Each party shall keep confidential all information received from the other party which is identified as confidential or which ought reasonably to be understood to be confidential.
18.2 Confidential information shall not be disclosed to third parties except:
a) To employees, professional advisers, subcontractors and suppliers who need to know it for the purposes of the Agreement;
b) Where disclosure is required by law or a competent regulatory authority; or
c) With the prior written consent of the other party.
18.3 Each party shall take reasonable steps to protect confidential information against unauthorised access, use or disclosure.
18.4 Confidentiality obligations shall not apply to information which:
a) Is or becomes publicly available other than through a breach of the Agreement;
b) Was lawfully known to the receiving party before disclosure;
c) Is lawfully received from a third party without confidentiality restrictions; or
d) Is independently developed without use of the confidential information.
18.5 These obligations shall continue for five years after termination of the Agreement, except in relation to trade secrets and personal data, which shall remain protected for as long as required by law.
19. INTELLECTUAL PROPERTY
19.1 All intellectual property rights owned by Foxhall before the Agreement, or developed independently of it, shall remain the property of Foxhall.
19.2 All intellectual property rights in third-party Products and Software shall remain with their respective owners.
19.3 The Customer shall retain ownership of its own data, materials, documentation and intellectual property supplied to Foxhall.
19.4 The Customer grants Foxhall a non-exclusive licence to use Customer materials solely to the extent necessary to provide the Products and Services.
19.5 Where Foxhall creates bespoke materials specifically for the Customer, ownership and permitted use shall be as stated in the relevant Order or statement of work.
19.6 Unless otherwise agreed, Foxhall retains ownership of its general methods, know-how, tools, templates, configurations, scripts, processes and technical expertise, including improvements developed while providing Services.
19.7 The Customer shall not remove or alter proprietary notices, copyright notices or intellectual property markings.
19.8 Each party shall notify the other promptly if it becomes aware of any suspected infringement affecting intellectual property supplied under the Agreement.
20. SUSPENSION OF SERVICES
20.1 Foxhall may suspend some or all Services where:
a) The Customer fails to pay an invoice by its due date and fails to remedy the default following reasonable written notice;
b) The Customer commits a material breach of the Agreement;
c) The Customer fails to provide necessary access, cooperation or information;
d) The Customer’s use of the Services creates a security risk, threat to networks or risk to other customers;
e) Suspension is required by law, regulation, a telecommunications provider or other relevant third party;
f) There is suspected fraud, unlawful activity or misuse of the Services; or
g) Suspension is reasonably necessary to protect Foxhall’s systems, personnel or other customers.
20.2 Except where immediate suspension is reasonably necessary for security, legal, safety or operational reasons, Foxhall shall provide reasonable advance notice and an opportunity to remedy the relevant issue.
20.3 Where suspension arises from the Customer’s breach or non-payment, the Customer shall remain responsible for charges and contractual commitments during the suspension period, to the extent permitted by law.
20.4 Foxhall may charge reasonable costs incurred in restoring suspended Services, including third-party reactivation charges.
20.5 Suspension shall not prevent Foxhall from exercising its other contractual or legal rights.
20.6 Foxhall shall use reasonable endeavours to restore Services once the relevant issue has been resolved and any outstanding amounts have been paid.
21. TERMINATION
21.1 Either party may terminate the Agreement by written notice if the other party commits a material breach and, where that breach is capable of remedy, fails to remedy it within 30 calendar days of receiving written notice requiring it to do so.
21.2 Foxhall may terminate the Agreement immediately by written notice if the Customer:
a) Fails to pay amounts due following written notice;
b) Becomes insolvent or is unable to pay its debts as they fall due;
c) Enters administration, liquidation or an analogous insolvency process, subject to applicable insolvency law;
d) Uses Products or Services unlawfully;
e) Commits a serious or repeated security breach;
f) Provides materially false or misleading information; or
g) Commits a material breach which cannot reasonably be remedied.
21.3 Foxhall may terminate an affected Service where a third-party supplier permanently withdraws the relevant service or licence and no reasonable replacement is available.
21.4 The Customer may terminate a Service at the end of its Minimum Term by giving the notice specified in the relevant Order or Service Schedule.
21.5 Termination of a Service shall not automatically terminate other Services unless the parties expressly agree otherwise or the relevant Services are dependent upon each other.
21.6 The Customer shall remain responsible for all charges incurred up to the effective termination date.
21.7 Upon termination:
a) All outstanding invoices shall become immediately payable;
b) The Customer shall cease using any Services which have been terminated;
c) The Customer shall return any unpaid Products or equipment belonging to Foxhall where lawfully required;
d) Any licences and access rights shall be dealt with in accordance with their applicable terms;
e) Each party shall return or destroy the other party’s confidential information where reasonably requested, subject to legal retention requirements; and
f) Any rights or obligations which have accrued before termination shall remain enforceable.
21.8 Where Services are terminated before the end of a Minimum Term, the Customer shall be liable for applicable early termination charges in accordance with Clause 22.
21.9 Termination shall not affect provisions which by their nature are intended to continue after termination, including payment obligations, intellectual property, confidentiality, data protection and liability.
22. EARLY TERMINATION AND CANCELLATION CHARGES
22.1 Where the Customer terminates a Subscription Service before the end of the Minimum Term without a contractual or statutory right to do so, Foxhall may recover the financial commitments reasonably incurred as a result.
22.2 These may include:
a) Outstanding equipment, hardware or finance commitments;
b) Non-refundable third-party supplier charges;
c) Unexpired software licence and subscription commitments;
d) Installation and configuration costs which have not been recovered;
e) Charges for Services already provided; and
f) Any agreed early termination charge specified in the Order.
22.3 Any early termination charge shall be calculated on a transparent and reasonable basis, taking account of costs saved, payments already made, supplier cancellation rights and commitments which cannot reasonably be avoided.
22.4 Foxhall shall not seek to recover the same loss or commitment twice.
22.5 Where a third-party supplier imposes a cancellation or early termination charge, Foxhall may pass on the relevant charge to the Customer where it arises from the Customer’s termination or breach and is contractually recoverable.
22.6 The Customer shall be informed of any applicable Minimum Term and early termination arrangements in the relevant quotation, Order Form or Service Schedule.
23. LIMITATION AND EXCLUSION OF LIABILITY
23.1 Nothing in the Agreement shall exclude or restrict either party’s liability for:
a) Death or personal injury caused by negligence;
b) Fraud or fraudulent misrepresentation;
c) Any liability which cannot lawfully be excluded or restricted; or
d) Any other liability which the law prohibits the parties from limiting.
23.2 Subject to Clause 23.1, Foxhall shall not be liable for any:
a) Loss of profits;
b) Loss of revenue or anticipated savings;
c) Loss of business opportunities;
d) Loss of contracts or customers;
e) Loss of goodwill or reputation;
f) Business interruption;
g) Indirect or consequential loss; or
h) Loss arising from the Customer’s inability to use its systems or Services.
23.3 The exclusions in Clause 23.2 shall apply whether the relevant loss is claimed in contract, tort (including negligence), breach of statutory duty or otherwise, to the extent legally permissible.
23.4 Subject to Clauses 23.1 and 23.5, Foxhall’s total aggregate liability arising out of or in connection with an individual Order or related Service arrangement shall not exceed the greater of:
a) The total charges paid or payable under the relevant Order or Service arrangement during the 12 months preceding the event giving rise to the claim; or
b) £25,000.
23.5 In respect of liability arising from a breach of data protection obligations, confidentiality obligations or intellectual property obligations, the parties may agree a separate financial cap in the applicable Order or Data Processing Agreement. Where no separate cap is agreed, the cap in Clause 23.4 shall apply, subject always to applicable law.
23.6 Foxhall shall not be liable for loss, damage or delay to the extent caused by:
a) The Customer’s acts or omissions;
b) Inaccurate or incomplete information supplied by the Customer;
c) Customer Equipment or infrastructure not supplied or maintained by Foxhall;
d) Third-party telecommunications networks or internet service providers;
e) Third-party software, hosting or cloud platforms;
f) Unauthorised access resulting from the Customer’s failure to protect credentials or systems;
g) Failure by the Customer to maintain appropriate backups;
h) Failure by the Customer to follow reasonable technical or security advice; or
i) Events outside Foxhall’s reasonable control.
23.7 The Customer shall take reasonable steps to mitigate any loss arising from a breach of the Agreement.
23.8 The Customer shall notify Foxhall promptly of any event which may give rise to a claim and shall provide reasonable information and assistance.
23.9 No claim may be brought against Foxhall more than 12 months after the Customer became aware, or ought reasonably to have become aware, of the circumstances giving rise to the claim, except where a longer period is required by law. This clause shall not restrict any statutory limitation period which cannot lawfully be varied.
23.10 Each party acknowledges that the limitations and exclusions in this clause have been taken into account when determining the charges and commercial arrangements under the Agreement.
23.11 The parties acknowledge that the enforceability of liability limitations may depend on the circumstances of the contract and applicable legislation, including the Unfair Contract Terms Act 1977.
24. CONSUMER RIGHTS
24.1 This clause applies where the Customer is a Consumer within the meaning of applicable consumer legislation.
24.2 Nothing in these Terms and Conditions shall exclude or restrict any rights or remedies available to a Consumer under the Consumer Rights Act 2015, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 or any other applicable consumer legislation.
24.3 Where a Consumer enters into a qualifying distance or off-premises contract, the Consumer may have a statutory right to cancel within 14 days, subject to applicable statutory exceptions.
24.4 For goods, the cancellation period will generally run from the day the Consumer or their nominated recipient takes physical possession of the goods. For services and digital content, different commencement rules apply.
24.5 Where the Consumer requests that a service starts during the cancellation period, Foxhall shall obtain any legally required express request and provide the required information about payment for services already supplied.
24.6 Where digital content is supplied during the cancellation period, Foxhall shall obtain any legally required express consent and acknowledgement concerning the loss of the cancellation right.
24.7 Where a Consumer has a statutory right to cancel, Foxhall shall provide the required cancellation information and refund in accordance with applicable legislation.
24.8 Nothing in these Terms shall affect a Consumer’s statutory rights relating to goods being of satisfactory quality, fit for purpose and as described, or services being performed with reasonable care and skill.
24.9 Where a Consumer has a right to a remedy under applicable law, Foxhall shall provide the remedy required by that law.
24.10 The exclusions and limitations of liability in Clause 23 shall not apply to the extent that they would be unlawful or unenforceable in a Consumer contract.
24.11 Where a contract contains provisions which are inconsistent with mandatory consumer rights, the statutory rights shall prevail.
25. INDEMNITIES
25.1 The Customer shall indemnify Foxhall against reasonable third-party claims, losses, damages and costs arising directly from:
a) The Customer’s unlawful use of Products or Services;
b) Materials or information supplied by the Customer which infringe third-party intellectual property rights;
c) The Customer’s breach of applicable third-party software licences;
d) The Customer’s deliberate misuse of telecommunications or IT services; or
e) The Customer’s material breach of the Agreement.
25.2 The indemnity shall not apply to the extent that the relevant claim or loss arises from Foxhall’s own negligence, breach of contract or unlawful conduct.
25.3 Foxhall shall notify the Customer promptly of any claim for which it seeks indemnification and shall provide reasonable cooperation.
25.4 The Customer shall not settle any claim in a manner which imposes liability or an admission of wrongdoing on Foxhall without Foxhall’s prior written consent.
25.5 Nothing in this clause shall create an indemnity which is unlawful or unenforceable under applicable law.
26. FORCE MAJEURE
26.1 Foxhall shall not be liable for any failure or delay in performing its obligations to the extent caused by circumstances beyond its reasonable control.
26.2 Such circumstances may include:
a) Fire, flood, storm, extreme weather or natural disasters;
b) War, terrorism, civil unrest or public disorder;
c) Industrial disputes or strikes;
d) Government action, legislation or regulatory intervention;
e) Telecommunications network or internet backbone failures;
f) Data centre, hosting or cloud platform outages;
g) Power failures;
h) Cyberattacks or widespread malicious software incidents;
i) Supplier, manufacturer or carrier failures;
j) Shortages of equipment, components or materials; and
k) Transport or delivery disruptions.
26.3 The affected party shall notify the other party as soon as reasonably practicable and shall use reasonable endeavours to minimise the impact of the event.
26.4 The affected party’s obligations shall be suspended for the duration of the event to the extent that performance is prevented or delayed.
26.5 Where a force majeure event continues for more than 60 consecutive calendar days and materially prevents performance, either party may terminate the affected part of the Agreement by written notice.
26.6 Termination under this clause shall not affect charges already incurred or payments properly due before termination.
27. SUBCONTRACTING AND ASSIGNMENT
27.1 Foxhall may use suitably qualified subcontractors, consultants and third-party providers to perform its obligations.
27.2 Foxhall shall remain responsible for its contractual obligations notwithstanding the appointment of subcontractors, subject to the applicable liability provisions.
27.3 The Customer shall not assign, transfer or otherwise dispose of its rights or obligations under the Agreement without Foxhall’s prior written consent.
27.4 Foxhall may assign or transfer the Agreement to an associated company, successor business or purchaser of all or a substantial part of its relevant business, provided that the Customer’s contractual rights are not materially prejudiced.
27.5 Nothing in this clause permits the transfer of personal data in breach of applicable data protection law.
28. NOTICES AND COMMUNICATIONS
28.1 Notices under the Agreement shall be in writing and may be delivered by email, hand or prepaid first-class post.
28.2 Notices to Foxhall shall be sent to:
Foxhall Solutions Limited
48a Aldham Road
Hadleigh, Ipswich
Suffolk IP7 6BP
Email: The official business email address notified by Foxhall.
28.3 Notices to the Customer shall be sent to the postal or email address provided in the relevant Order.
28.4 A notice sent by email shall be deemed received on the next working day following transmission, provided no delivery failure notification is received.
28.5 A notice sent by first-class post shall be deemed received two working days after posting.
28.6 Either party may update its notice details by written notification to the other.
28.7 Operational support requests and fault reports shall be submitted using the contact arrangements specified in the applicable Service Schedule.
29. DISPUTE RESOLUTION
29.1 The parties shall endeavour to resolve any dispute arising out of the Agreement through good-faith discussions.
29.2 Either party may refer a dispute to an appropriate senior representative of the other party.
29.3 Where a dispute cannot be resolved through discussion, the parties may agree to use mediation or another appropriate form of alternative dispute resolution.
29.4 Nothing in this clause prevents either party from commencing court proceedings where necessary to protect its legal rights, recover debts or obtain urgent relief.
29.5 The Customer shall continue to pay undisputed invoices and comply with its other contractual obligations while a dispute is being resolved.
30. GENERAL PROVISIONS
30.1 Entire Agreement: The Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes previous discussions, proposals and understandings, except for any representations which cannot lawfully be excluded.
30.2 Variation: No amendment shall be effective unless agreed in writing by authorised representatives of both parties, except where these Terms expressly permit a change, such as a notified supplier price adjustment.
30.3 Severability: If any provision is found to be invalid or unenforceable, it shall be modified to the minimum extent necessary or, if that is not possible, severed. The remaining provisions shall continue in force.
30.4 Waiver: A failure or delay by either party to exercise a right shall not constitute a waiver of that right.
30.5 Third-Party Rights: Unless expressly stated otherwise, no person who is not a party to the Agreement shall have any right to enforce its terms under the Contracts (Rights of Third Parties) Act 1999.
30.6 No Partnership: Nothing in the Agreement creates a partnership, joint venture, employment relationship or agency between the parties.
30.7 Electronic Acceptance: The parties agree that electronic signatures, electronic order acceptance and email confirmation may be used to form binding contracts, where legally valid.
30.8 Survival: Any provision which is intended by its nature to continue after termination shall remain effective.
30.9 Interpretation: References to the singular include the plural and vice versa, where the context requires.
31. GOVERNING LAW AND JURISDICTION
31.1 The Agreement and any dispute or claim arising out of or in connection with it, including any non-contractual dispute or claim, shall be governed by the laws of England and Wales.
31.2 Subject to any mandatory statutory rights, the courts of England and Wales shall have exclusive jurisdiction to determine disputes arising out of or in connection with the Agreement.
31.3 The United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention) shall not apply.
END OF TERMS AND CONDITIONS
Foxhall Solutions Limited
Company number: 03827278
Registered office:
48a Aldham Road
Hadleigh, Ipswich
Suffolk IP7 6BP
Website: https://foxhallsolutions.com
Telephone: 01787 320402