Terms

In these Terms the following words have the following meanings:

“AUP” means our Acceptable Use Policy published at https://gridjet.co.uk/terms/aup/, as updated from time to time.

“Charges” means the fees payable for the services as set out in your service order.

“Confidential Information” means information designated as confidential by either party, or which by its nature ought reasonably to be regarded as confidential.

“Data Protection Law” means the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and any successor or equivalent legislation in force from time to time.

“Force Majeure Event” means any cause beyond a party’s reasonable control, including fire, flood, explosion, accident, war, strike, embargo, acts of any governmental authority, Act of God, civil disturbance, acts of terrorism, power failure, and acts or omissions of third-party network or infrastructure providers.

“Service Commencement Date” means the date on which we begin providing a service to you.

“Service Order” means a written or electronic order for services submitted by you and accepted by us.

“Services” means the services provided by us as described in your service order.

“Service Term” means the minimum commitment period for a service as set out in your service order or applicable service-specific terms.

“you” / “your” means the customer placing a service order and agreeing to these Terms.

Headings are for ease of reference only. Words importing the singular include the plural and vice versa. References to statutes include amendments and re-enactments. The words “include” and “including” are not limiting.

2.1 You may place service orders with us from time to time. We will confirm acceptance of each order in writing. We may carry out credit checks as a condition of acceptance and are under no obligation to accept any order.

2.2 We may require a deposit as a condition of accepting an order or continuing to provide services. We will hold any deposit as security for payment of Charges and refund any balance on cessation of the relevant service, provided all outstanding Charges have been paid.

2.3 We will provide and maintain each service during the Service Term in accordance with any applicable service level agreement and service-specific terms.

2.4 We may make reasonable technical or operational changes to a service provided they do not materially degrade performance. We will give you reasonable prior notice of such changes.

2.5 We may engage sub-contractors to perform some or all of our obligations. Where a sub-contractor processes personal data in connection with the services, we will ensure they are bound by data protection obligations no less protective than those set out in Clause 11 of these Terms.

3.1 You shall pay the Charges as set out in your service order. Unless otherwise stated, recurring Charges are invoiced monthly in advance from the Service Commencement Date.

3.2 Usage-based charges (including power and bandwidth overage) are invoiced monthly in arrears within 14 days of the end of the relevant calendar month.

3.3 Unless otherwise agreed in your service order, Charges will not increase during the Service Term. We may increase Charges on renewal on 30 days’ written notice.

3.4 All invoices are due within 30 days of the invoice date.

3.5 Interest accrues on overdue invoices from the due date at 1.5% per month until payment, whether before or after judgment.

3.6 All Charges are exclusive of VAT and any other applicable taxes, which will be invoiced and payable at the prevailing rate.

3.7 We may set off any sums owed to us against any deposit held.

3.8 Your obligation to pay all Charges is absolute and unconditional and is not affected by any set-off, counterclaim, or abatement.

4.1 We may suspend any service immediately in any of the following circumstances:

(a) you fail to pay any invoice within 10 days of a payment reminder following the due date;

(b) you are in material breach of the AUP and have not remedied the breach within 48 hours of written notice, or immediately where the breach poses a risk to network integrity or third parties;

(c) we reasonably believe the services are being used for unlawful, abusive, or fraudulent purposes;

(d) we are required to do so by a court order, regulatory obligation, or government authority.

4.2 Suspension for abuse or AUP breach does not constitute a breach of these Terms or of our data processing obligations, provided we act in good faith.

4.3 We may suspend a service for scheduled maintenance in accordance with any applicable service level agreement.

4.4 We shall not be liable for loss or damage arising from suspension under Clause 4.1(d) except where solely attributable to our negligence.

5.1 We warrant that we will perform the services with reasonable skill and care.

5.2 All warranties, representations, and conditions whether express or implied by statute or otherwise are excluded to the maximum extent permitted by law, save as expressly set out in these Terms.

6.1 Our sole liability for unavailability, delay, or unsatisfactory performance of a service is payment of any service credits set out in the applicable service level agreement.

6.2 Subject to Clauses 6.1 and 6.4, our total aggregate liability to you in any 12-month period for all causes of action arising under or in connection with these Terms shall not exceed the Charges paid by you in that period, or £10,000 if higher.

6.3 Subject to Clause 6.4, neither party shall be liable for loss of profits, revenue, business, anticipated savings, data, or any indirect or consequential loss of any kind.

6.4 Nothing in these Terms limits or excludes either party’s liability for:

(a) death or personal injury caused by that party’s negligence;

(b) fraud or fraudulent misrepresentation;

(c) any liability that cannot be limited or excluded by applicable law, including liability under Data Protection Law.

6.5 The liability cap in Clause 6.2 does not apply to either party’s obligations or liabilities arising under Data Protection Law or Clause 11 of these Terms.

6.6 Nothing in these Terms limits your liability to indemnify us under Clauses 8.3, 9.2, or any indemnity in service-specific terms.

7.1 These Terms take effect when you place your first service order and continue until all services have expired or been terminated.

7.2 Either party may terminate an individual service:

(a) on 30 days’ written notice at the end of, or at any time after, the Service Term;

(b) immediately on written notice for a material breach that is incapable of remedy or remains unremedied 30 days after written notice; or

(c) immediately on written notice if a Force Majeure Event affecting that service continues for more than three months.

7.3 Either party may terminate all services immediately on written notice if the other party becomes insolvent, has a receiver or administrator appointed, passes a resolution for winding up (other than for solvent reconstruction), or ceases or threatens to cease trading.

7.4 We may terminate any service on 10 days’ written notice for your failure to pay any invoice in accordance with Clause 3.4.

7.5 Termination does not affect accrued rights and obligations and does not relieve you of the obligation to pay Charges incurred before the termination date.

7.6 Clauses 6, 8, 10, 11, and 14 survive termination.

8.1 You shall comply with the AUP at all times and shall ensure that any third parties using the services through you do the same.

8.2 You warrant that all equipment or software connected to or used with the services complies with all applicable laws, regulations, and technical standards.

8.3 You shall indemnify us against all claims, losses, costs, and liabilities arising from your breach of these Terms, including any claim by a third party arising from your or your end users’ use of the services.

8.4 Where you provide services to your own customers using our services, you remain solely liable to us for all obligations under these Terms. We have no contractual relationship with your end users.

8.5 You shall comply with all applicable Data Protection Law and shall indemnify us against any claims, regulatory action, or fines arising from your unlawful processing of personal data using our services.

9.1 You shall use the services only for lawful purposes and shall not use, or permit any third party to use, the services in breach of the AUP or applicable law.

9.2 You shall indemnify us against all claims and liabilities arising from breach of Clause 9.1.

10.1 Each party shall keep the other’s Confidential Information strictly confidential and shall not disclose it to any third party without prior written consent, except as permitted by Clause 10.2.

10.2 Confidential Information may be disclosed to employees, contractors, or advisers who need it to perform obligations under these Terms and who are bound by equivalent confidentiality obligations, or to the extent required by law or regulatory authority.

10.3 Confidentiality obligations survive termination for three years.

11.1 Definitions

“Customer Personal Data” means any personal data processed by us in connection with the services where you are the data controller. All other terms have the meanings given in Data Protection Law.

“Sub-Processor Register” means the register published within our Privacy Policy at https://gridjet.co.uk/privacy-policy/.

11.2 Roles of the parties

11.2.1 In respect of personal data relating to your own business – including account holder details, billing contacts, and authorised users – we act as data controller. Such processing is governed by our Privacy Policy at https://gridjet.co.uk/privacy-policy/.

11.2.2 In respect of Customer Personal Data processed by us in the course of delivering the services, we act as data processor and you act as data controller.

11.2.3 You warrant that you have all necessary rights and lawful bases to instruct us to process Customer Personal Data.

11.3 Our obligations as data processor

Where acting as data processor, we shall:

(a) process Customer Personal Data only on your documented instructions;

(b) ensure authorised personnel are subject to appropriate confidentiality obligations;

(c) implement and maintain appropriate technical and organisational security measures;

(d) not transfer Customer Personal Data outside the UK or EEA without an appropriate transfer mechanism in place;

(e) assist you in responding to data subject rights requests;

(f) notify you within 72 hours of becoming aware of a personal data breach affecting Customer Personal Data;

(g) on termination, delete or return Customer Personal Data at your election.

11.4 Sub-processors

11.4.1 You provide general written authorisation for us to engage the sub-processors listed in the Sub-Processor Register.

11.4.2 Sub-processor changes are managed under a two-tier model:

(a) Material changes – addition or replacement of any sub-processor that processes significant volumes of Customer Personal Data, changes data location or jurisdiction, introduces a new international transfer, or materially changes the nature of processing. We will give you no less than 14 days’ prior written notice. If you do not object in writing to [email protected] within 14 days, the change is deemed accepted.

(b) Routine tooling changes – addition or replacement of operational software tools that do not directly process significant volumes of Customer Personal Data and do not introduce a new international transfer or change in data location. No individual notification required; Sub-Processor Register updated within 30 days.

11.4.3 We shall impose data protection obligations on each sub-processor no less protective than those set out in this Clause and remain liable for sub-processor acts and omissions.

11.5 International transfers

11.5.1 Where we transfer Customer Personal Data outside the UK or EEA, we shall ensure an appropriate transfer mechanism is in place, including UK adequacy decisions, the IDTA, or Standard Contractual Clauses.

11.5.2 Transfer mechanisms for each sub-processor are set out in the Sub-Processor Register.

11.6 Audit and compliance

11.6.1 We shall make available information necessary to demonstrate compliance on reasonable written request, no more than once per calendar year unless a breach has occurred.

11.6.2 You may conduct an audit on no less than 30 days’ written notice at your own cost.

11.7 Liability

11.7.1 Each party’s liability for breaches of Data Protection Law is governed by that law and is not subject to the general liability cap in Clause 6.2.

11.7.2 Each party shall indemnify the other against regulatory fines, penalties, or third-party claims arising from that party’s breach of Data Protection Law or this Clause.

12.1 We may update these Terms on written notice. Continued use of the services or login to your account following the notice period constitutes acceptance of the updated Terms.

12.2 We may amend these Terms with immediate effect to comply with any applicable law or binding regulatory decision.

12.3 The following documents may be updated on the notice periods set out below without requiring your explicit agreement:

(a) the data processing provisions and sub-processor register – no less than 14 days’ prior written notice for material changes; routine tooling changes updated within 30 days without individual notification;

(b) the Privacy Policy – no less than 30 days’ prior written notice;

(c) the AUP – no less than 14 days’ prior written notice.

Current versions of all documents are always published at https://gridjet.co.uk/terms/.

Neither party shall be liable for delay or failure to perform any obligation (other than payment) to the extent caused by a Force Majeure Event. The Service Term will be extended by the period of unavailability.

14.1 Assignment. You may not assign your rights or obligations without our prior written consent, not to be unreasonably withheld. We may assign these Terms on written notice to any entity acquiring all or substantially all of our business.

14.2 Severability. If any provision is held invalid or unenforceable, it shall be deemed omitted to the minimum extent necessary and the remainder shall continue in full force.

14.3 No waiver. Failure to exercise or delay in exercising any right does not constitute a waiver.

14.4 No partnership. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

14.5 Entire agreement. These Terms and the documents incorporated by reference constitute the entire agreement between the parties and supersede all prior agreements and representations.

14.6 Notices. All formal notices shall be in writing and delivered by hand, prepaid recorded post, or email with delivery confirmation. Notices are effective: immediately if by hand; 48 hours after posting; or on the next working day after confirmed email delivery.

14.7 Third parties. These Terms do not confer any rights on any third party under the Contracts (Rights of Third Parties) Act 1999.

15.1 These Terms are governed by the laws of England and Wales.

15.2 The parties submit to the exclusive jurisdiction of the courts of England and Wales, save that either party may seek emergency or interim relief in any competent jurisdiction.