Business Terms and Conditions

1) Our agreement

1.A) These Amplio Business terms and conditions apply if you are a business customer. These terms and conditions are a legally binding agreement and display the terms and conditions upon which Amplio will supply services or products to you.

1.B) Particular terms and conditions: If a service which you have requested is subject to certain terms and conditions announced via our website, such as; a pricing plan, changing fees or a service description. Then those particular terms and conditions (which are modified and adjusted from time to time) form part of this business agreement. In the case of inconsistency between these business terms and conditions and any other terms and conditions, then these business terms will supersede, except if directly stated otherwise. 

1.C) Subject to change: These terms and conditions are subject to change, please see www.amplio.co.nz/terms-and-conditions for the most up to date copy. 

1.D) Privacy: We may gather information and data on how, when and where you or your representatives use our services. This information will be used continually to provide you with new services and products that are better suited to your needs. If you would like to know more about how we use, store, collect and protect your information please refer to our privacy policy:  www.amplio.co.nz/privacy-policy

2) Term

2.A) Commencement and Term: This agreement commences on the date that we (Amplio) supply you services and/or products. Amplio business terms and conditions apply for as long as we supply services and/or products to you( or the date specified in your sign up agreement).  We will begin providing services to you honoring the timeframe set out in our services descriptions or if no timeframe is specified, we will supply services to you within a reasonable timeframe.

2.B) Statement(s) of work and service schedule(s) have a separate term for the stipulation of the specific services and products they represent. Fibre Broadband & Fibre Landline terms & conditions and Wireless Broadband & Wireless Landline terms & conditions have a separate term for the stipulation of the specific services and products they represent.

2.C) The primary term will commence on the date the start to supply services to you( or the date specified in your sign up agreement) and will continue until the conclusion of the initial term. Following the initial term, the term will automatically continue until this service or agreement is terminated, in accordance with agreement. 

3)Amplio Responsibilities

3.A)Services - We will supply services and products to you;

3.A.1) In accordance with any applicable product specifications and service levels, we do not guarantee that the services and products will be free of faults or continuous working order.

3.A.2) By the agreed time as per in writing with you, or within a reasonable time.

3.A.3) Using both skill and reasonable care, while.

3.A.4) Using people with the required experience and qualifications.

3.B) Products - We will supply products to you that are.

3.B.1) In quality condition, are durable and safe.

3.B.2) In relation to product purchases made through Amplio, the full manufacturer’s warranty will be passed onto you.

3.C) If you report a fault to us will respond in accordance with the relevant service description or within a reasonable time frame. 

3.D) From time to time we may temporarily restrict or suspend a service so that maintenance and development work on the network can be carried out. We will endeavor to ensure  that such work takes place outside of normal business hours. 

4) Customer Responsibilities

4.A) Access and co-operation; Services and products that require premises alterations and/ or additions require written approvals and/or permissions from third parties (including the owner of your premises if you are not the premises owner). You agree that if asked you will provide us with written evidence of the premises owner’s consent. If you do not, we may not be able to supply you with the required services and products and we will not be liable to you for any failure to do so.

4.B) Unless otherwise agreed in writing, you are responsible for any and all of the equipment supplied to you.

4.C) Services and product use - you agree to:

4.C.1) Follow the manufacturer’s and Amplio directions regarding the use of services and products

4.C.2) Use the services and products for lawful purposes and not for fraudulent or destructive purposes, or to; invade anyone’s privacy, infringe anyone’s property rights or defame anyone.

4.C.3) Use the services for your own internal business and do not sell, re-bill or otherwise provide the services and products to any third party.

4.C.4) Not intentionally allow services and products to be affected by any virus or destructive media;

4.C.5) Be responsible for anyone who accesses or uses the services and products, whether authorized by you or not. We will take reasonable precautions to preserve security although we will not be responsible for ensuring that the products and services will not or cannot be misused by you or any third party.

4.C.6) Not to use the service in a way which could interfere with or damage the network you are using or any other operators network, or any other customers use of our services. This includes but is not limited to auto dialing, continuous call forwarding and use of cellular trunking units or SIMboxes. 

4.C.7) Give us or third party suppliers access to your premises when reasonably necessary, to enable us or our third party suppliers to fix any fault with the services or implement any change of technology. 

4.C.8) Keep any password, PIN or security code we give you confidential and update it in accordance with sensible security measures. 

5) Amplio  Equipment and Property

5.A) Where Equipment used to provide services to you is owned by us or third parties, you agree to provide a safe and secure operating environment for our equipment, to take reasonable precautions to protect our equipment from electrical or radio interference and power fluctuations. You agree not to tamper or interfere with that equipment, and to return it to us immediately on request. You understand and agree that only Amplio or our contractors may carry out works or repairs on the equipment. 

5.B) We, or our suppliers will remain the owner of any equipment unless we agree otherwise in writing.  You agree that you do not have any rights, title or interest in the equipment and that we or our suppliers may remove the equipment at any time. You are responsible for repairing, replacing or reimbursing us for any item of that equipment that is lost, stolen or damaged while under your control. 

5.C) You agree we can provide you with enhancements or new capabilities for any equipment used for services.  If we need to install services at your premises, we will arrange a time with you for the installation.  If you live in rented premises, then it is your responsibility to get your landlord’s consent to the installation of the services. If we visit your home at the time agreed and we are not able to gain entry, we may charge you for that visit. If you are not going to be home on the day scheduled for the installation, you may nominate someone (aged 18 or over) to make decisions about the installation on your behalf.

5.D) Your phone number (landline) is allocated to you by us or another telecommunications service provider. The number is not owned by you.  We will not change any phone number allocated to you except where required by law, by contracts with third parties, or by causes outside our control. 

5.E) You are responsible for any sockets and wiring in the premises where the Services are provided. If you notify us about a fault and we arrange for someone to visit your premises, you may be charged a fee for this if we find there is no fault, or the fault was caused by your wiring, equipment or hardware setup.

5.F) If our equipment is no longer required if you interfere or damage our equipment we reserve the right to remove it from the premises. 

6) Third parties

6.A) You acknowledge and agree that: We are not responsible for ensuring that the services are unable to be misused by you or any other third party; and you are responsible for your misuse of the services and any use of the services by any user or third party whether authorised by you or not.  If you breach 4.C and we incur costs as a result of your breach, you will, if we ask you to, reimburse us for all reasonable costs relating to and resulting from that breach.  

7)Charges, invoicing and payment

7.A) Responsibility for charges: You will pay and be responsible for the charges for the services and/or products that we provide in accordance with this agreement, irrespective of who ultimately uses them. 

7.B) GST All charges include GST unless otherwise indicated. 

7.C) Commencement of fees; Amplio will begin invoicing you once the services and/or and products have been supplied to you. Fees are generally billed in arrears. Subscriptions, ongoing or recurring fees are billed in advance. Amplio accepts subscription ongoing or recurring payments annually or every 30 days.

7.D) We will send you a bill on a monthly basis by email (or paper if you request this, subject to a $3.00 (incl GST) charge per bill) unless you have paid in advance. All Charges, unless otherwise stated, include GST. Services will not carry over unless stated in plan terms.

7.E) You must pay your bill on time and in accordance with any instructions on the bill. If you fail to do so, we may charge you a late payment fee of $25.00 (incl GST), and any expenses incurred in collecting overdue amounts.

7.F) You are responsible for all use of your services, including use by any third parties, and all charges however incurred, except: charges incurred because of our error or negligence; or charges for unauthorized use (except where such use is the result of your negligence, carelessness, breach of contract, or failure to comply with our reasonable requirements, or by a third party within your reasonable control).  

7.G) You agree that we can check your identity (including checking your passport and NZTA information), and check your credit status with any credit reference agency at any time. We may impose conditions on your service as a result of those checks including imposing a credit limit.

7.H)  We will not pay interest on any credit balance or security deposit in any of your accounts and can use those amounts to pay any of your outstanding charges for any of your services. We may charge you a reasonable fee for the administration of dormant accounts, for providing statements, for dealing with unused credit balances, or for the costs of maintaining your accounts.  We will not refund any unused credit on any accounts.

7.I) You are obliged to pay all charges in exchange for any services and/or and products that we supply to you. You are obliged to pay any applicable goods and services tax or similar taxes. Fees will be specified in the statement(s) of work and/or service schedule(s). If any fee has not been specified, the charge for the applicable services and/or and products will be at our standard rate or at a rate otherwise advised by us or at such rate as otherwise advised by us on any occasion.

7.J) If you have an outstanding debt with us, we have the right to transfer that debt to another party who will then have the right to collect that debt from you.

7.K) Late payments; All fees that are not concerned with a legitimate dispute but remain in arrears 20 business days following the due date for payment; or disputed under clause 7.J) but which we have concluded do not include an error and that remain in arrears 5 business days after the date Amplio supplies a notification to you under clause 7.J), will incur interest billed monthly, this process will proceed from the due date for payment until the date which you make payment in full to us at the bill rate plus 4% per annum. You are obligated to pay any interest plus any charges incurred by anyone (including agents) in retrieving the money you owe. You are obligated to pay for the retrieval of commissions and legal fees for a solicitor and client basis and in exerting any other rights Amplio deems appropriate. These solutions are without prejudice to any of Amplio additional solutions under the agreement or otherwise.

7.L) Disputed fees; If you believe that there has been a mistake on an invoice you must let us know in writing prior to the due date and, if you do so you may withhold payment of the disputed part of the amount payable. You must pay any undisputed amount by the due date. 

7.M) If we agree that there has been a mistake we will issue a credit note or adjust your next invoice accordingly as soon as reasonably possible. If we do not agree the matter will be settled in accordance with clause 23. 

7.M) Quotes; All prices specified in the agreement are accurate prices unless it is specified that they are approximate. You accept that an estimate does not foresee every occurrence. In the instance of providing you with a quote or proposition in regards to services and products, quotes or propositions remain valid for 10 business days from the date it is issued, unless stated otherwise in the quote or proposition. However, Amplio reserves the right to alter or withdraw a quote or proposal at any time before you accept it by informing you via email or writing.

7.N) Return request; We accept applications for credits or returns of: Products that not in accordance or faulty or; products or software that in error we have delivered or ordered, on the condition that they are returned in brand new condition, unsoiled, undamaged and contained within the original packaging. Amplio reserves the right to, in our sole discretion, receive requests for return and credit of other products or software, on the basis that; products or software will be in brand new condition, unsoiled, undamaged and contained within the original packaging. You are obligated to pay any delivery costs. Amplio does not accept requests for credits or returns of shrink-wrapped software that you open.

7.O) Fee Changes; Amplio is permitted to alter the fees for services, plans and products that we supply to you on any given occasion. 

7.P) Subject to clause 7.L you will pay each invoice by the due date without set-off or counterclaim or deduction. 

7.Q) If any invoiced amount (other than an amount which is disputed under clause 7.L) remains unpaid after the due date we may charge you a late payment fee. 

7.R) Part payment of your invoice will not amount to a full and final settlement unless we have agreed to this in writing. 

7.S) If we provide you with additional services such as technical or administration support, including but not limited to; service suspension, call barring, redirection or fixing faults that are not faults on our services. We may charge you for these. 

8. Services migration and pricing 

8.A) Services migration may occur when: an alternate service becomes available; and, such service is materially the same as, provides materially the same functionality as or performs to the same specifications as an existing service already being provided to you by us under this agreement. We may provide you with the alternate service in place of an existing service already being provided to you. We will give you at least 20 Business days written notice of such migration. 

8.B) We may change your pricing plan at any time if it will have a neutral or positive impact on you. Changing your pricing plan may include changing the entitlements within the pricing plan, migrating you to a different pricing plan and/or changing the name of the pricing plan. We do not need to give you notice. 

8.C) You will have no right to dispute any migration that is made in accordance with clauses 8.A & 8.B. 

8.D) On migration of a service or pricing plan in accordance with clauses 8.A & 8.B our agreement will be deemed to be varied to the extent that the services to be provided to you will be varied in accordance with the migration. 

8.E) You will not incur any additional charges or changes to your existing charges if we migrate a service or pricing plan under this clause 8. 

9. Changes to charges

9.A) During the initial term we may: 

9.A.1) Change a recurring fixed charge in association with a regulatory event or change in the price from a third party (such as network operator) or a direct input required for the service.

9.A.2) Change a recurring fixed charge for any reason other than the reasons set out in clause 9; and/or 

9.A.3) Change any charge (other than a recurring fixed charge) or introduce other charges at any time. 

9.B During an extended term, we may charge and/or introduce charges in respect of a service. 

9.C We will give you notice of any change to the charges in accordance with clause 11.A and you may have rights in respect of any such changes as set out in clause 11.C. 

10) Ending and variation to availability of services

10.A) During the initial term we may, without liability to you, vary or end the availability of any or all services provided to you where: 

10.A.1) The ending of or variation to availability will have neutral or positive impacts on you or such action is required: to apply with applicable laws and regulations, due to a change imposed by a third party supplier (including a network operator) or due to a change in our operation or services where such change affects at least 90% of the customers who receive the service(s) which we wish to vary or end the availability of. 

10.B) During the extended term, we may without liability to you, vary or end the availability of any or all the services. We will give you notice of any variation or end to the availability of any or all of the services in accordance with clause 11.A and 11.B  and you may have such rights in respect to any such change as set out in clause 11.C. 

10.C) Without limiting any of our other rights under this agreement, we may from time to time, change the technology or other means by which we provide any services. We are not required to give you notice of any changes to the technology which we use to provide any services. 

11. Notice of changes and rights to terminate 

11.A) Where we make a change to the charges, a variation to the services or change to the business terms which we reasonably consider: 

11.A.1) Will have neutral or positive impact on you, we may make the change immediately without notifying you, or; 

11.A.2) Will have a material detrimental effect on you, we will provide you with at least 15 business days written notice, except where the variation is made under clause 10.A, 10.A.1 and 10.A.2 in which case we may have to give you a shorter notice period. 

11.B) Where we end the availability of a service we will provide you with at least 15 business days written notice except where we end the availability under clause 10.A, 10.A.1 and 10.A.2 in which case we may have to give you a shorter notice period. 

11.C) You have the right to terminate if you can show us that: 

11.C.1) a change under clause  9.A, 9.A.1, 9.A.2, 9.A.3 has a material detrimental impact on you; or 

11.C.2) A variation to or the end of the availability of a service made under clause 10 has a material detrimental effect on you. 

11.D You may terminate the affected service on 15 business days prior written notice to us. Such right must be exercised within 15 business days of the receipt of our notice to increase the charges or vary or end the availability of a service. 

12) Credit arrangements

12.A) We may pass on your information to credit reporting organizations so that they can run credit checks on our behalf at any time. We may also ler those organizations know if you have not paid our charges. At any time those organizations may pass on to us information about you that they hold. We will use that information to make decisions about providing or continuing to provide services to you. Those organizations may keep any information about you that we have passed on to them and use it for purposes of their business, which may include supplying it to other entities that use their services. We may suspend or terminate services ro you if we receive an unsatisfactory credit check about you. 

13) Phone numbers, addresses and other codes 

13.A) We may allocate phone numbers, electronic address and other codes to you, as telecommunications providers. These do not belong to you. 

13.B) We may be required by law, under contracts with network operators or for other reasons to change your phone number(s), electronic address(es) or code(s). We will use reasonable efforts to give you notice of any change required. We will not be liable for any costs which you or anyone else may incur as a result of such changes. 

13.C) Your phone number may be displayed to emergency service providers and to us. 

14) Suspension of services 

14.A) We may restrict or suspend the provision of services at any time if you breach the agreement or we consider (acting reasonably) that you have breached the agreement. We will use reasonable endeavors to give you notice of our intention to suspend, however it will not always be possible for us to do so. 

14.B) If we suspend the provision of services to you and you do in fact breach the agreement, we may require you to pay a temporary suspension disconnection charge and/or a reconnection charge (which would be a condition of lifting any such suspension). 

15) Termination

15.A) If any of our licenses or rights required to provide services are terminated or suspended, or any agreement with any of our network operators expires or is terminated, and we cannot as a result continue to provide some or all of the services, we may cease providing any services or terminate our agreement immediately. If this happens, we will provide you with written notice. 

15.B) If the initial term of a service has expired, we may cease providing that service by giving you 15 business days written notice. 

15.C) Subject to clause 16.B you may terminate any service for convenience by giving 15 business days written notice to us at any time, provided that you pay any early termination charges. You must pay our charges through the 15 business day notice period, even if the termination takes effect after the end of the initial term. 

15.D) If you are in material breach of the agreement, we may give you written notice to remedy the breach. If the breach is incapable of remedy or is not remedied within 15 business days of the notice, then we may give you written notice immediately terminating the agreement. 

15.E) We may terminate the agreement if we reasonably believe or suspect fraud by you or on your behalf. 

15.F) Insolvency events : If either party; 

15.F.1) (Or any of its holding companies) goes into liquidation, bankruptcy, administration or receivership or enters into a compromise with its creditors ( or it appears that any of these events is likely to happen); 

15.F.2) has a receiver or statutory manager appointed over any or all of its assets; or 

15.F.3) is removed from the Companies Register (other than as a result of solvent amalgamation), is dissolved or dies; 

15.G The other party may give written notice immediately terminating the agreement. 

16) Consequences of termination 

16. A) When the agreement is terminated or services have ceased to be provided to you: 

16.A.1) You will be disconnected from the network so that you are no longer able to receive the applicable  services; 

16.A.2) Clauses 1 to 26 (inclusive) together with the other provisions of the agreement which are required to give effect to those clauses or which naturally survive, will remain in effect; 

16.A.3) We may access your premises to remove equipment. If we are unable to gain access we may invoice you and you will pay the standard charge for the equipment in question. 

16.B) You will be liable to pay early termination charges where applicable, if any service is terminated prior to the expiry of the initial term; 

16.B.1) By you under clause 15.C (termination for convenience) or; 

16.B.2) By us under clause 15.D (your material breach) or clause 15.E (your insolvency)

16.C You will not be liable to pay us early termination charges if any service is terminated prior to the expiry of the initial term for that service; 

16.C.1)By you and under clause 11.C (right to terminate), clause 15.D (our material breach) or clause 15.E (our insolvency); 

16.C.2) by us under clause 15.A (license suspension or termination) or; 

16.C.3) by either party under clause 26.E

16.D) Termination of service(S) provided under the agreement will have the effect of terminating the agreement entirely. 

16.E) Termination and the rights set out in this clause 16 are without prejudice to any other rights, remedies or obligations either party may have under the agreement or at law. 

17) Information and confidentiality

17.A) We collect, use and disclose personal information about you, your users or other representatives in accordance with; 

17.A.1) the Privacy  Act 1993 

17.A.2) the Telecommunications Information Privacy Code 2003 

17.A.3) Our Privacy Policy; and 

17.A.4) this agreement 

17.B) For purposes of the agreement, references to “you” (and similar words) in the Privacy Policy will be construed as references to users or other representatives.

17.C) You confirm that your users and representatives consent to and authorize our collection and use of their personal information in accordance with clause 17.A. 

17.D) The agreement and any information that has been provided under the agreement by you or us that is not publicly available is confidential. That information will not be disclosed by you or us, except; 

17.D.1) as required by law 

17.D.2) as is necessary to satisfy the requirements of any regulatory agency or stock exchange; 

17.D.3)  where the other party otherwise agrees in writing; 

17.D.4) as is necessary or provided for under the agreement; or 

17.D.5) to your or our professional advisors and consultants 

17.E) You acknowledge that unless otherwise provided for under any security service you elect to purchase from us, we are unable to exercise control over, and make no representations or warranties concerning, the security or content of data or information passing over the network, any systems operated by third parties and the internet. 

18) Intellectual property rights

18.A)You acknowledge that all rights to intellectual property contained in or relating to the services and/or the equipment (including any improvements or changes to any service or to the equipment), belong to us, our licensors or third parties. 

18.B) We license you to use intellectual property that we provide to you in connection with the provision of the services on a non-exclusive, non-transferable basis for the term, for the purposes set out in the agreement, in accordance with; 

18.B.1) the terms of the agreement; and

18.B.2) in respect to any software that we provide to you in connection with the services, any terms upon which the software is ordinarily licensed we notify you. 

18.C) If we provide you with any software in connection with the provision of the services, you must not copy, modify or reverse assemble the software. 

18.D) Each party warrants to the other that any materials proprietary to as party, and provided to the other party for the purposes of the agreement, will not infringe the intellectual property rights of any third party, provided that the other party; 

18.D.1) uses such materials in accordance with the terms of the agreement (including the license set out in clause 18.B) and any terms notified in writing by the disclosing party; and 

18.D.2) does not in any way modify or later the materials, other than as permitted under the agreement. 

19) Products

19.A) Any SIM card we issue remains the property of us and our third party suppliers. 

19.B) If you have purchased products from us, we will deliver the products to you as soon as reasonably possible. However, we cannot be responsible for any delays caused by third party suppliers of the products. 

19.C) Without limiting the terms of any manufacturers’ warranties that we pass the benefit of to you, were products you have order from us are delivered to you and are found to be damaged other than as a result of your misuse or lack of reasonable care;

19.C.1) you must tell us in writing, the nature of the damage, and return the damaged products as soon as possible, but no later than 7 business days from the receipt of the products; 

19.C.2) you must also provide us with copies of an invoice and delivery documents that accompanied the products; and 

19.C.3) we reserve the right to decline any claim you have not reported to us in writing within 7 business days as set out in clause 19.C.1 or which is not complete. 

19.D)If we accept your claim under 19.C, we may at our discretion: 

19.D.1) replace the products; 

19.D.2) refund the relevant charge; or

19.D.3) provide a credit against the relevant change where you are yet to pay. 

19.E) Any products that you order from us are your responsibility from the time that they are delivered to you. Ownership in a product does not pass to you until you have paid all charges for the product and any other amounts payable in relation to the product. 

19.F)When we provide you with products, they will (unless specified otherwise) be approved for the connection to our third parties network. We will pass on the full benefit of any manufacturers’ warranty that you are eligible for in regards to products that you purchase from us. 

20) Porting 

20.A) If you port all of the phone numbers to another telecommunications service provider, this will constitute termination of your services and should such termination take place before the end of the initial term, you will be liable to pay any applicable early termination charges. 

21) No additional terms 

21.A) All warranties, terms, guarantees and conditions that are not expressly set out in this agreement are excluded to the extent permitted by law. 

21.B) For the purposes of section 5D of the FTA section CGA, the parties acknowledge and agree that: 

21.B.1) the service, products and equipment (as applicable) that we provide to you under the agreement are being provided and acquired in trade; and 

21.B.2) to the extent permitted by law, in respect for all matters covered by the agreement, the parties are contracting out of the CGA and sections 9. 12A and 13 of the FTA. 

22) Liability - exclusion and limitation 

22.A) Subject to clause 22.A, in no event will either party be liable under or in connection with the agreement  (whether in contract, tort, including negligence or otherwise) for any: 

22.A.1) loss of data; 

22.A.2) loss of profit, revenue, anticipated savings or goodwill; or 

22.A.3) indirect or consequential loss, regardless of whether such losses were contemplated 

22.B) Subject to clause 22.C, in no event shall either party’s liability under or in connection with the agreement (whether in contract, tort, including negligence or otherwise) i any one year of the term exceed; 

22.B.1) the total charges paid by you in the 12 calendar months immediately prior to the occurrence of the event(S) giving rise to the claim; or 

22.B.2) if the agreement has not been in effect for 12 months prior to the occurrence of the event(S) giving rise to the claim, the average monthly charges paid by you for the months from the date of the agreement until the occurrence of the event(S) giving rise to the claim multiplied by 12. 

22.C) Nothing in this agreement shall limit either party’s liability (as applicable); 

22.C.1) to pay the charges or early termination charges which are payable in accordance with this agreement; 

22.C.2) for a breach of clause 17.D

22.C.3) for breach of clause 18.D

22.C.4) for any loss or damage which is finally judicially determined to have resulted from that party’s fraud; or 

22.C.5) for the death or personal injury which is finally judicially determined to have resulted from an omission of that party. 

22.D) None of our officers, employees, contractors or agents, nor any other network operator and/or third party supplier (including their officers, employees, contractors and agents) will be liable to you or anyone else for any claims, costs, damages, losses or other liabilities of any kind arising in any way from the services that we supply; or from your use of those services and the network, including (without limitation) your access to use of any service providers or network operators network. The benefits of this clause are intended to extend to network operators, agents and suppliers and to be enforced by them under the Contract and Commercial Law Act 2017 Part 2, Subpart 1. 

23) Disputes 

23.A )If you have a dispute in connection with the services, please refer our Customers Services Team or your Account Manager. Neither you nor we will commence court proceedings (except where urgent interlocutory relief is required) until this clause 23 has been complied with. 

24) Entire agreement and variations 

24.A) This agreement supersedes all prior discussions and agreements that you may have had with us regarding the subject matter of the agreement and represents the entire agreement between the parties regarding such subject matter. 

24.B) We may vary the agreement as set out in clauses 8 - 11.  Subject to this right to vary, and except as otherwise provided in this agreement, no variation or waiver of any provision of this agreement will be recognized or binding unless it is in writing and signed by both parties. 

25) Force Majeure 

25.A) Neither party will be liable to the other party for any failure to perform its obligations under the agreement during the time and to the extent that such performance is prevented by reason of a Force Majeure event. 

25.B) The party seeking to rely on this clause will notify the other party as soon as reasonably practicable after the Force Majeure event occurs and use its best it endeavors to provide the other party with information regarding the extent of the affected party’s inability to perform and an estimate of the time likely to be required to overcome the Force Majeure event/ 

25.C) The affected party will use its best endeavors to remedy or mitigate the impact of the Force Majeure and to complete its obligations under this agreement as far as reasonably practicable. 

25.D) You will not be required to pay any charges for any services to the extent that such services are not provided by us due to a Force Majeure event. 

25.E) Either party may terminate this agreement by notice in writing to the other party, with immediate effect on the date specified in that notice, if a party has been unable to perform its obligations under the agreement as a result of a Force Majeure event for a continuous period of 50 business days. 

26) General 

26.A) You may not assign any of your rights and/or obligations under this agreement to any other person without first obtaining our prior written consent (which we may withhold at our sole discretion) . From time to time we may assign any of our rights and obligations under this agreement without your consent. 

26.B) The rule of construction known as the contra proferentem rule does not apply to this agreement. 

26.C We may assign our rights and obligations under the agreement to another Amplio Group Company without your consent. 

26. D) We may subcontract any or all of our obligations under the agreement without your consent, but we will remain ultimately responsible to you for carrying out those obligations. 

26.E) Compliance with policies: 

26.E.1) Each party will comply with the other pre-notified and reasonable health and safety policies, as amended from time to time, when on the other party’s premises. In addition, each party will also comply with the Health and Safety in Employment Act 1992, including all regulations and codes of practices made thereunder. 

26.E.2) Each party will comply with the Sanctions and Trade Laws relevant to this agreement. Each party has an obligation to notify the other in respect of a breach of such laws or a change of status in respect of sanctions and trade controls. In such circumstances, each party shall have the right to suspend services or terminate the agreement with immediate effect and without liability.