STANDARD TERMS AND CONDITIONS OF SUPPLY OF PRODUCTS AND SERVICES

FOR PRIVATE CLOUDS LTD

Website: store.privateclouds.uk Contact: store@privateclouds.uk Version: 1.0 | Last updated: 28 April 2026

Registered company name	Private Clouds Ltd
Company number	07950373
VAT number	GB176216504
Registered office	1110, Alto, High Definition, 5 Red, MediaCityUK, Salford, M50 2AN, United Kingdom
Primary business model	UK technology reseller, ecommerce supplier, IT products and services provider
Distributor / supply chain note	Products may be sourced from authorised distributors, vendors and logistics partners, including where applicable.

Contents

• 1. Company information and scope

• 2. Interpretation and definitions

• 3. General application of these Terms

• 4. Business customers

• 5. Website information, product descriptions and specifications

• 6. Quotations, orders and contract formation

• 7. Pricing, VAT, payment and credit accounts

• 8. Product availability, supplier dependency and substitutions

• 9. Delivery, delivery charges and risk

• 10. Title and retention of ownership

• 11. Customer obligations

• 12. Installation, configuration and professional services

• 13. Software, licenses, subscriptions and digital content

• 14. Business returns, faulty goods and RMA process

• 15. Warranties and manufacturer support

• 16. Data, security and customer systems

• 17. Acceptable use, fraud prevention and sanctions checks

• 18. Export control and restricted use

• 19. Intellectual property rights

• 20. Confidentiality

• 21. Limitation of liability

• 22. Indemnities

• 23. Suspension, termination and consequences

• 24. Force majeure

• 25. Notices

• 26. Assignment, subcontracting and third-party rights

• 27. Variation, waiver and severability

• 28. Entire agreement

• 29. Governing law and jurisdiction

1. Company information and scope

Private Clouds Ltd is a company registered in England and Wales, company number 07950373, VAT number GB176216504. Registered office: 1110, Alto, High Definition, 5 Red, MediaCityUK, Salford, M50 2AN, United Kingdom. Contact: store@privateclouds.uk. Telephone Number: 03302233083.

These Standard Terms and Conditions apply to purchases made through privateclouds.uk and to any quotation, order, invoice, proposal, statement of work, managed service, configuration service, support service, or other supply of products or services by Private Clouds Ltd to business customers, unless expressly agreed otherwise in writing by an authorised representative of Private Clouds Ltd.

Private Clouds Ltd supplies technology products and services, including IT hardware, software, audio-visual products, collaboration products, networking and security products, cloud-related services, configuration services, professional services, consultancy and managed services.

2. Interpretation and definitions

In these Terms, unless the context requires otherwise:

Term	Meaning
Agreement	These Terms together with the Order, any accepted quotation, any statement of work, any applicable Special Terms, and any vendor terms incorporated by reference.
Business Customer	A customer purchasing wholly or mainly for business, trade, craft or professional purposes.
Business Day	A day other than a Saturday, Sunday or public holiday in England.
Contract	The legally binding contract formed between Private Clouds Ltd and the Customer for the sale of Products and/or supply of Services.
Customer, you, your	The business, organisation or customer placing an Order or purchasing Products or Services from Private Clouds Ltd.
Delivery Location	The delivery address specified in the Order or otherwise agreed by Private Clouds Ltd.
Force Majeure Event	An event or circumstance beyond a party's reasonable control, including supplier failure, logistics disruption, strikes, cyber incidents, power failure, war, terrorism, fire, flood, pandemic, government action or third-party platform outage.
Order	A request, submitted online or otherwise, by the Customer to purchase Products or Services.
Products	Hardware, equipment, accessories, software media, physical goods, licences and other items supplied by Private Clouds Ltd.
Services	Consultancy, support, configuration, installation, professional services, managed services, cloud services, subscriptions, warranty administration or other non-product work supplied by Private Clouds Ltd.
SOW / Statement of Work	A written scope document, proposal or work order describing Services to be provided.
Supplier / Vendor	Any third-party distributor, vendor, manufacturer, marketplace, carrier or provider used in connection with supply.
Terms	These Standard Terms and Conditions of Supply of Products and Services.
Third Party Warranty	A manufacturer, vendor or distributor warranty relating to a Product or Service.

A reference to legislation includes that legislation as amended, replaced or re-enacted from time to time.

Words such as including, include, in particular and similar expressions are illustrative and do not limit the words that come before them.

A reference to writing includes email unless expressly stated otherwise.

If there is a conflict between documents, the following order of precedence applies: (a) any Special Terms expressly agreed in writing; (b) any SOW; (c) the Order accepted by Private Clouds Ltd; (d) these Terms; (e) any general website content.

3. General application of these Terms

These Terms apply to all Contracts for the supply of Products and Services by Private Clouds Ltd to the Customer, to the exclusion of any terms the Customer seeks to impose or incorporate, including terms printed on or attached to any purchase order, procurement portal, supplier onboarding document, email footer, delivery note, or other Customer document.

No variation of these Terms or any Contract will be effective unless expressly agreed in writing by a director or other authorised representative of Private Clouds Ltd.

Private Clouds Ltd may update these Terms from time to time. The version applicable to a Contract will be the version in force at the time Private Clouds Ltd accepts the relevant Order, unless a different version is expressly agreed in writing.

If the Customer continues to use the Website or places further Orders after updated Terms are published, the updated Terms will apply to those future Orders.

4. Business customers

Private Clouds Ltd supplies products and services exclusively to Business Customers under these Terms. The Customer must ensure that account details and order information accurately state the purchase is made as a Business Customer.

By placing an order, the Customer confirms that Products and Services are purchased for business or professional purposes and that consumer cancellation rights do not apply.

If an Order is placed using a business email domain, company name, VAT number, purchase order, trade account, or other business details, Private Clouds Ltd will treat the Customer as a Business Customer.

5. Website information, product descriptions and specifications

Private Clouds Ltd takes reasonable care to ensure product information, availability, prices and specifications displayed on the Website are accurate. However, technology products are frequently updated by manufacturers and distributors, and errors, stock changes, specification changes and image differences may occur.

Images, diagrams, marketing descriptions, dimensions and specifications are provided for general guidance only unless expressly confirmed in a quotation, SOW or accepted Order.

The Customer is responsible for checking that Products and Services meet its requirements before placing an Order. Private Clouds Ltd does not warrant that Products or Services are suitable for the Customer's intended use unless that suitability is expressly confirmed in writing.

Where a manufacturer or vendor changes a Product specification, packaging, part number, firmware, model, warranty arrangements or availability, Private Clouds Ltd may supply the updated or equivalent version where this does not materially reduce the functionality of the Product.

6. Quotations, orders and contract formation

A quotation issued by Private Clouds Ltd is not an offer capable of acceptance by the Customer unless it expressly states otherwise. A quotation is valid for the period stated in it, or if no period is stated, for 14 Business Days from issue, subject always to stock availability, supplier pricing and correction of errors.

An Order submitted by the Customer is an offer to purchase Products and/or Services on these Terms. Private Clouds Ltd may accept or reject any Order at its discretion.

For Orders placed through the Website, automated acknowledgements, checkout confirmations or payment processing confirmations do not by themselves constitute acceptance of the Order. A Contract is formed only when Private Clouds Ltd confirms acceptance in writing, dispatches the Products, or commences provision of the Services, whichever occurs first.

Private Clouds Ltd may require manual approval, credit checks, supplier confirmation, deposit payment, proof of authority, export/sanctions checks or other validation before accepting an Order.

Private Clouds Ltd may cancel or refuse an Order where there is a pricing error, stock error, supplier issue, suspected fraud, failed payment, export control concern, credit issue, mistake in product information, unusually high quantity, or other reasonable commercial or legal concern.

Orders for bespoke, configured, built-to-order, special-order, opened software, licence keys, digital content or subscription services may be non-cancellable once accepted or once the relevant supplier/vendor order has been placed.

7. Pricing, VAT, payment and credit accounts

Prices are stated in pounds sterling unless expressly stated otherwise. Prices may be shown inclusive or exclusive of VAT depending on the Website setting, Customer type or quotation format. VAT, delivery charges, customs duties, import charges and other applicable taxes or fees will be added where applicable.

Private Clouds Ltd may change prices at any time before acceptance of an Order.

If there is a clear or material pricing error, Private Clouds Ltd is not obliged to supply at the incorrect price. Private Clouds Ltd may cancel the Order, refund any payment made, or offer the Product or Service at the correct price.

Unless expressly agreed otherwise, payment is due in full before dispatch of Products or commencement of Services. For approved Business Customers, Private Clouds Ltd may provide credit terms at its discretion.

Where credit terms are granted, invoices are payable within the period stated on the invoice or, if no period is stated, within 30 days from invoice date. The Customer must pay in full without set-off, counterclaim, deduction or withholding except where required by law.

Private Clouds Ltd may withdraw or amend credit facilities at any time, including where the Customer's credit profile worsens, payment history is unsatisfactory, trade credit insurance is withdrawn or reduced, or Private Clouds Ltd reasonably considers the Customer's financial position to be unacceptable.

If payment is overdue, Private Clouds Ltd may suspend deliveries, suspend Services, cancel unfulfilled Orders, place the account on hold, require payment in advance, charge statutory interest and compensation under applicable late payment legislation for business debts, and recover reasonable collection costs.

Payment by card, bank transfer or other payment method is subject to acceptance by the relevant payment provider. Private Clouds Ltd is not responsible for payment provider outages, authorisation failures or chargeback decisions outside its control.

Business Customers using purchase orders must ensure that purchase orders are issued promptly and match the agreed quotation. A Customer purchase order does not override these Terms.

8. Product availability, supplier dependency and substitutions

Private Clouds Ltd operates as a technology reseller and may source Products and related services from third-party distributors, vendors, manufacturers, marketplaces and logistics partners.

The Customer acknowledges that stock levels, lead times, pricing, specification data and warranty information may be supplied by third parties and may change without notice.

All Orders are subject to supplier availability and supplier acceptance. Private Clouds Ltd is not liable for supplier discontinuance, allocation, stock shortage, delayed inbound supply, manufacturer recall, supplier price increase, or vendor refusal to supply.

Where a Product becomes unavailable after an Order is placed, Private Clouds Ltd may offer an alternative, place the Product on backorder, split delivery, cancel the affected item, or refund the affected item.

Private Clouds Ltd may introduce or apply minimum order values, minimum quantity requirements, delivery limitations or supplier-imposed restrictions where required by suppliers or commercially reasonable.

9. Delivery, delivery charges and risk

Delivery options, charges and estimates may be displayed on the Website or confirmed in a quotation. Delivery estimates are not guaranteed unless expressly stated in writing. Time for delivery is not of the essence unless expressly agreed in writing.

Products may be delivered directly by Private Clouds Ltd, by a distributor, by a manufacturer, or by a third-party carrier. The Customer accepts that deliveries may arrive in instalments and from different dispatch locations.

Delivery is completed when the Products are delivered to the Delivery Location, made available for collection, or delivered in accordance with the carrier's delivery confirmation process.

Risk in Products passes to the Customer on delivery to the Delivery Location or on collection by the Customer or the Customer's carrier.

The Customer must provide accurate delivery information, access details and contact details. If delivery is delayed or fails because of incorrect information, failed access, absence, refusal of delivery, unpaid charges, or the Customer's failure to provide instructions, Private Clouds Ltd may charge reasonable storage, redelivery, administration and carrier costs.

The Customer should inspect deliveries promptly. Visible damage should be noted with the carrier where possible and reported to Private Clouds Ltd as soon as possible. Business Customers must report damage, shortage or incorrect delivery within 48 hours of delivery.

Private Clouds Ltd is not liable for delay caused by suppliers, carriers, customs, weather, industrial action, high-volume periods, incorrect Customer information, failed payment, export checks, or other events outside its reasonable control.

10. Title and retention of ownership

Title to Products does not pass to the Customer until Private Clouds Ltd has received payment in full and cleared funds for those Products and any other sums due from the Customer to Private Clouds Ltd.

Until title passes, the Customer must keep Products identifiable as Private Clouds Ltd property, keep them in satisfactory condition, store them securely, keep them insured where appropriate, and not dispose of, pledge, modify, or encumber them except in the ordinary course of business where authorised.

If the Customer becomes insolvent, fails to pay, or indicates that it will not pay, Private Clouds Ltd may require return of unpaid Products and may enter premises, where lawful and with appropriate permission, to recover Products for which title has not passed.

11. Customer obligations

The Customer must co-operate with Private Clouds Ltd, provide accurate information, ensure that any specification or requirement supplied by the Customer is complete and accurate, obtain all permissions required for delivery or Services, and comply with these Terms and all applicable laws.

The Customer is responsible for ensuring that Products and Services are suitable for the Customer's systems, environment, network, use case, licensing position, security requirements and regulatory obligations unless Private Clouds Ltd has expressly agreed to provide a written assessment of suitability.

The Customer must ensure that any person placing an Order has authority to bind the Customer. Private Clouds Ltd may rely on Orders placed using the Customer's account, email domain, procurement portal or purchase order system.

The Customer must not misuse the Website, submit fraudulent Orders, attempt to circumvent pricing or quantity controls, reverse engineer Website systems, scrape data without permission, or use Products or Services unlawfully.

12. Installation, configuration and professional services

Where Private Clouds Ltd agrees to provide installation, configuration, staging, imaging, consultancy, managed services, support or other professional services, the scope will be as set out in the relevant quotation, SOW or accepted Order.

Unless expressly stated otherwise, any timetable for Services is an estimate and time is not of the essence. Private Clouds Ltd will use reasonable care and skill in performing Services.

The Customer must provide timely access to premises, systems, personnel, credentials, licenses, network information and other materials reasonably required to perform the Services. Delays caused by the Customer may result in additional charges and revised timelines.

Where configuration or installation involves Customer systems, the Customer is responsible for maintaining appropriate backups, business continuity plans, cybersecurity controls and change management approvals. Private Clouds Ltd is not responsible for data loss or system disruption caused by inadequate backups or pre-existing issues except to the extent caused by Private Clouds Ltd negligence and not excluded by law.

Any acceptance testing, handover or deliverables process will be as set out in the SOW. If no formal acceptance process is stated, Services will be deemed accepted when delivered, used in production, or not rejected with specific reasons within 5 Business Days of delivery.

13. Software, licenses, subscriptions and digital content

Software, cloud subscriptions, license keys, maintenance renewals, digital downloads, SaaS services and vendor support are supplied subject to the relevant vendor's license terms, acceptable use policies, subscription terms, support terms and privacy/data processing terms.

The Customer is responsible for complying with all vendor licence terms, user limits, device requirements, territory restrictions, usage rights, renewal dates and audit requirements.

Orders for software, licence keys, renewals, digital content or subscriptions may be non-cancellable and non-refundable once provisioned, activated, issued, downloaded, ordered from the vendor, or otherwise made available.

Private Clouds Ltd is not responsible for vendor outages, software bugs, vendor price changes, vendor discontinuance, licence compliance audits, account suspensions imposed by vendors, or changes to third-party product features outside Private Clouds Ltd control.

Subscription Services may renew automatically where stated in the Order, quotation, SOW, vendor terms or Website checkout. The Customer is responsible for cancelling renewals within any stated notice period. Business subscription cancellations are subject to vendor policies and may not be permitted mid-term.

14. Business returns, faulty goods and RMA process

All returns of Products must comply with the following conditions and will only be accepted where authorised. Prior authorisation (RMA/RA) must be obtained from Private Clouds Ltd. Authorisation is granted at the sole discretion of Private Clouds Ltd, and all return requests must comply with the applicable rules and processes. Products must be returned within 14 days of authorisation and either delivered to the specified address under DDP Incoterms 2010 or made available for collection by a nominated carrier.

Business Customers must report visible damage, shortages, incorrect items or defective-on-arrival (DOA) issues within 48 hours of delivery. Failure to report within this timeframe may affect available remedies, subject to statutory rights. All returned Products must be securely packaged, include all accessories, manuals, cables, licences, original packaging and proof of purchase, and clearly reference the return authorisation number. Products returned without authorisation may be rejected, returned at the Customer’s expense, or subject to handling charges.

For non-faulty returns, Products must be in original, unopened condition with seals intact and are accepted only at the discretion of Private Clouds Ltd. Such returns may be subject to supplier approval, restocking fees, inspection fees, opened-box deductions, carriage charges and administration charges. Certain items, including special-order, built-to-order, configured, personalised, software, licences, digital or subscription products, hygiene-sensitive, clearance, end-of-life or vendor-restricted items, may be non-returnable unless faulty or required by law.

For faulty Products, items must meet the applicable warranty conditions. Private Clouds Ltd reserves the right to test all returned Products. Where no fault is found, or issues arise from misuse, damage, incorrect installation, unauthorised modification, unsuitable environment, power issues or failure to follow manufacturer instructions, the Product may be returned to the Customer at their cost and reasonable testing, carriage and administration charges may apply.

Where a fault is confirmed, remedies may include repair, replacement, credit, refund, vendor RMA processing or manufacturer warranty support, subject to applicable law, manufacturer policy, Product age, verification of fault and stock availability.

Private Clouds Ltd reserves the right to reject any Products not complying with these conditions, to charge for bringing non-faulty Products into a saleable condition where accepted, and to apply reasonable administration or handling charges in respect of returns and product rotation.

15. Warranties and manufacturer support

Private Clouds Ltd is not the manufacturer of Products and does not publish or license third-party software. Products are supplied with the benefit of any applicable manufacturer, vendor or distributor warranty to the extent that such warranty is transferable or available to the Customer.

Except as expressly stated in these Terms, any quotation or any SOW, all warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law.

Third Party Warranties may require registration, direct contact with the manufacturer, proof of purchase, serial number checks, compliance with installation instructions, or use of authorised repair channels. The Customer is responsible for following manufacturer procedures where required.

Warranty does not usually cover consumables, batteries beyond manufacturer terms, accidental damage, misuse, cosmetic damage, wear and tear, unauthorised repairs, environmental damage, power surge, incorrect installation, incompatible accessories, software corruption, data loss or failure to install updates unless the relevant manufacturer warranty states otherwise.

Private Clouds Ltd may assist with warranty claims but is not responsible for manufacturer decisions, repair timelines, replacement stock availability or warranty exclusions imposed by manufacturers or vendors.

16. Data, security and customer systems

Where Services involve access to Customer systems, the Customer must ensure it has appropriate authority to grant access and that all necessary internal approvals, security approvals and backups are in place.

Private Clouds Ltd will handle personal data in accordance with its Privacy Policy and applicable data protection law. Where a separate data processing agreement is required for managed services, cloud services or support involving personal data, the parties will agree appropriate terms separately.

The Customer remains responsible for the accuracy, legality, integrity, backup and security of Customer data unless expressly agreed otherwise in an SOW.

The Customer must not provide Private Clouds Ltd with unnecessary sensitive personal data, regulated data, passwords, secrets or credentials except through agreed secure channels and where required for the relevant Services.

Private Clouds Ltd is not liable for loss of data, business interruption or security incidents caused by Customer systems, Customer instructions, third-party platforms, malware, weak passwords, lack of backups, unsupported software, or pre-existing vulnerabilities except to the extent caused by Private Clouds Ltd negligence and not excluded by law.

17. Acceptable use, fraud prevention and sanctions checks

Private Clouds Ltd may carry out fraud prevention, identity, payment, credit, export control, sanctions and anti-money laundering checks where appropriate.

Private Clouds Ltd may refuse, delay or cancel any Order or suspend Services where it reasonably suspects fraud, unauthorised payment use, identity misuse, breach of law, cyber abuse, sanctions risk, export control risk, or misuse of Products or Services.

The Customer must not use Products or Services for unlawful, harmful, infringing, fraudulent, abusive, malicious, sanctioned, restricted, or high-risk activities, including activities involving malware, unauthorised access, spam, intellectual property infringement, unlawful surveillance, or prohibited weapons or restricted end uses.

Private Clouds Ltd may report suspected fraud, cyber abuse, sanctions breach or unlawful activity to relevant authorities, payment providers, vendors or affected third parties where lawful and appropriate.

18. Export control and restricted use

Products and Services may be subject to UK, EU, US and other export control, sanctions, import and trade compliance laws and regulations.

The Customer warrants that it will comply with all applicable export control, import control, sanctions and trade compliance laws and will not export, re-export, transfer, make available or use Products or Services in breach of those laws.

The Customer must not supply Products or Services to any restricted person, sanctioned entity, embargoed territory, denied party or prohibited end use, including nuclear, missile, chemical or biological weapons activities, unless properly authorised by applicable authorities.

The Customer is responsible for obtaining any required import licences, export licences, permissions, customs clearance, end-user statements and paying any applicable duties or taxes.

Private Clouds Ltd may cancel, suspend or refuse performance where it reasonably considers that supply may breach export control, sanctions or trade compliance requirements. The Customer will indemnify Private Clouds Ltd against losses arising from the Customer's breach of this clause.

19. Intellectual property rights

All intellectual property rights in Products, software, documentation, vendor materials and third-party content remain owned by the relevant manufacturer, vendor or licensor.

All intellectual property rights created by Private Clouds Ltd in the course of providing Services, including templates, scripts, configurations, documentation, methodologies, know-how, designs and deliverables, remain owned by Private Clouds Ltd unless expressly transferred in writing.

Subject to full payment, Private Clouds Ltd grants the Customer a non-exclusive, non-transferable licence to use deliverables supplied as part of Services for the Customer's internal business purposes.

The Customer must not remove proprietary notices, copy software unlawfully, breach licence restrictions, reverse engineer software except where permitted by law, or use deliverables beyond the agreed scope.

20. Confidentiality

Each party must keep confidential any confidential information received from the other party and must not disclose it except to employees, contractors, advisers, suppliers or vendors who need to know it for the purposes of the Contract and who are subject to appropriate confidentiality obligations.

Confidential information does not include information that is public, already lawfully known, independently developed without use of the confidential information, or required to be disclosed by law, regulator, court order or stock exchange rules.

This clause survives termination of the Contract.

21. Limitation of liability

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of title obligations, defective products under the Consumer Protection Act 1987, or any other liability that cannot lawfully be excluded or limited.

Subject to the paragraph above, Private Clouds Ltd will not be liable for loss of profit, loss of revenue, loss of business, loss of anticipated savings, loss of goodwill, loss or corruption of data, business interruption, wasted expenditure, procurement of substitute goods or services, indirect loss, special loss, consequential loss, or losses that could have been avoided by reasonable mitigation.

Private Clouds Ltd total aggregate liability arising out of or in connection with a Contract, whether in contract, tort, negligence, breach of statutory duty, misrepresentation, restitution or otherwise, is limited to the price paid or payable for the specific Products or Services giving rise to the claim.

For recurring Services supplied to Business Customers, Private Clouds Ltd total aggregate liability for all claims in any 12-month period is limited to the fees paid for the affected Services in the 12 months preceding the event giving rise to the claim, unless a different cap is agreed in an SOW.

Private Clouds Ltd is not liable for delay or failure caused by third-party suppliers, vendors, manufacturers, carriers, cloud providers, payment providers, internet service providers, marketplaces, or customer systems except to the extent Private Clouds Ltd is responsible by law and such liability cannot be excluded.

22. Indemnities

The Customer will indemnify Private Clouds Ltd against all losses, liabilities, damages, costs and expenses suffered or incurred by Private Clouds Ltd arising out of or in connection with the Customer's breach of these Terms, misuse of Products or Services, breach of licence terms, breach of export control or sanctions laws, infringement of third-party rights caused by Customer materials or instructions, or unlawful use of Products or Services.

23. Suspension, termination and consequences

Private Clouds Ltd may suspend supply, suspend Services, refuse further Orders or terminate a Contract immediately by written notice if the Customer fails to pay on time, breaches these Terms, becomes insolvent, provides false information, breaches licence terms, creates a security risk, or engages in suspected fraud, unlawful activity, sanctions breach or export control breach.

Either party may terminate a Contract for material breach if the breach is capable of remedy and is not remedied within 10 Business Days after written notice requiring remedy.

On termination, the Customer must immediately pay all outstanding invoices and sums due. Clauses intended to survive termination, including payment, title, confidentiality, intellectual property, limitation of liability, indemnities, export control, governing law and jurisdiction, will continue in force.

Termination does not affect rights and liabilities accrued before termination.

24. Force majeure

Neither party is liable for delay or failure to perform obligations caused by a Force Majeure Event, provided that the affected party uses reasonable endeavours to mitigate the effect and resumes performance as soon as reasonably practicable.

Force Majeure Events include supplier failure, manufacturer delay, carrier disruption, strikes, lockouts, civil unrest, war, terrorism, fire, flood, extreme weather, pandemic, epidemic, government action, power failure, internet failure, cyber incident, cloud platform outage, payment network outage, or shortage of materials or components.

If a Force Majeure Event continues for more than 60 days, either party may terminate the affected Contract on written notice, except that the Customer remains liable for Products already delivered and Services already performed.

25. Notices

Notices under a Contract must be in writing and sent by email, post or courier to the relevant address stated in the Order or such other address notified in writing.

Notices to Private Clouds Ltd should be sent to store@privateclouds.uk and, where formal legal notice is required, to the registered office stated in clause 1.

Email notices are deemed received on the next Business Day after sending unless a delivery failure notice is received. Postal notices are deemed received two Business Days after posting by first class post within the UK, or five Business Days after posting internationally.

26. Assignment, subcontracting and third-party rights

Private Clouds Ltd may assign, transfer, subcontract or delegate its rights and obligations under a Contract to suppliers, vendors, carriers, finance providers, group companies or purchasers of its business.

The Customer may not assign, transfer or subcontract its rights or obligations under a Contract without Private Clouds Ltd prior written consent.

Except where expressly stated, no person other than Private Clouds Ltd and the Customer has rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of a Contract.

27. Variation, waiver and severability

No variation of a Contract is effective unless agreed in writing by Private Clouds Ltd.

A failure or delay by either party to enforce a right or remedy does not constitute a waiver of that right or remedy.

If any provision of these Terms is found invalid, unlawful or unenforceable, that provision will be modified to the minimum extent necessary or severed, and the remaining provisions will continue in full force.

28. Entire agreement

The Contract constitutes the entire agreement between the parties and supersedes all previous agreements, negotiations, representations and understandings relating to its subject matter.

Each Business Customer acknowledges that it has not relied on any statement, promise, assurance or representation not set out in the Contract. Nothing in this clause limits liability for fraud or fraudulent misrepresentation.

29. Governing law and jurisdiction

These Terms and each Contract, and any dispute or claim arising out of or in connection with them, including non-contractual disputes or claims, are governed by the laws of England and Wales.

The courts of England and Wales have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or any Contract.