All contracts that We may enter into from time to time, for the provision of the Services, shall be governed by these Terms and Conditions to the exclusion of all other terms and conditions. By using Our Services you agree that you have read, understood, and agree to be bound by these Terms.

Definitions – the following definitions and rules of interpretation apply in these Terms.

Contract means the agreement between Us and You for the Services in accordance with these Terms.

Terms means the terms and conditions as set out in this document amended from time to time in accordance with clause 7.6.

Services means the provision of the services, provided by Us to You, namely a ‘tender process experience’ which involves working with you to establish your requirements and budget, then identifying a selection of appropriate Supplier/s to present to You and to work with You and the selected Supplier/s with the ultimate aim of negotiating the best deal for You with the Supplier/s of Your choice. Beyond this We are present throughout Your contact with the Supplier/s to ensure that contract runs smoothly and to assist with any major issues that may arise. If Your requirements are limited and only one Supplier meets Your requirements, there will not be a tender process experience.

Supplier/s means the supplier of cloud and subscription technologies including UCaaS (Unified Communications as a Service), CCaaS (Contact Centre as a Service) and/or Business Broadband and Networking services that are part of Our network and which We will consider introducing to

You as part of Our Services.

Supplier Services means UCaaS (Unified Communications as a Service), CCaaS (Contact Centre as a Service) and/or Business Broadband and Networking services provide by the Supplier/s to You.

We/Us/Our means Red Rose Technologies Limited, a company registered in England and Wales with company number 12700001, whose registered office is at 85 Great Portland Street, First Floor, London, W1W 7LT.

You/Your means the company, firm or organisation who purchases or agrees to purchase the Services.

1. The Contract and Our Services

1.1. In response to an enquiry by You We will set up a discovery call to establish and understand Your requirements. After this call We will send to You a follow up email. This is Our offer to You to provide Our Services to You pursuant to these Terms, a copy of which will be enclosed.

1.2. If You confirm by way of a response to Our email that You wish to accept Our offer to provide Our Services to You, a Contract will be formed between Us and You on the date of Your acceptance.

1.3. We will use reasonable endeavours to identify, negotiate and secure the most suitable and competitive Supplier for You based on the information You provide to Us.

1.4. We have a network of Supplier/s and aim to present to You a minimum of three suitable Supplier/s based on Your requirements and budget. However, this does depend on Your requirements.

2. Your agreement and obligations

2.1. You agree to provide Us with all materially important, relevant, complete and accurate information and to co-operate with Us fully to allow us to provide the Services to You. The Services provided by Us are based on the information provided by You.

2.2. You agree that as part of the Services the Supplier/s will allow Us access to information relating to the contract between You and the Supplier/s, including details of any tickets raised in relation to issues that may arise during the Contract.

2.3. You acknowledge that any contract You enter into for the provision of Supplier Services will be between You and the Supplier/s and not with Us. You agree that We will not be liable in any way for any dealings or contracts between You and the Supplier/s.

2.4. You acknowledge that We are an independent cloud and unified communications consultancy and are not instructed by You or the Supplier/s to act as their agent or representative.

3. Limitation of Our liabilities

3.1. We provide no guarantees as to the quality of the Suppliers and the services they provide.

3.2. We are not responsible for any Supplier Services.

3.3. Nothing in these Terms shall limit or exclude Our liability for death or personal injury caused by Our negligence or for fraud or fraudulent misrepresentation.

3.4. Subject to clause 3.3 We shall under no circumstances whatsoever be liable to You, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for; loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of use or corruption of software, data or information, loss of or damage to reputation or goodwill or indirect or consequential loss arising under or in connection with the Contract.

3.5. Our total liability to You in respect of all other losses arising under or in connection with this Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total of the commission payable to Us by the Supplier/s in connection with the Contract.

3.6. Clause 3.1-3.5 shall survive termination of the Contract.

4. Remuneration

4.1. We are remunerated directly by the Supplier/s and receive a management feeif You enter into a contract for Supplier Services with a Supplier/s introduced to You by Us.

5. Termination

5.1. The Contract shall continue for as long as We are providing the Services to You.

5.2. If the contract between You and the Supplier/s terminates, the Contract will terminate automatically. You may then enter into a new contract with Us if You wish.

6. Confidentiality & Data Protection

6.1. We will exchange the information You provide to Us under this Contract with the Supplier/s for the purposes of the provision of Our Services to You. We will treat this information as confidential.

6.2. All information We may hold for You will be held and processed in accordance with the UK General Data Protection Regulation (UK GDPR).

6.3. You are referred to Our Privacy Notice which can be found at https://www.redrosetechnologies.co.uk/terms

7. General Terms

7.1. Neither party shall be in breach of the Contract nor liable for delay in performing or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control (a Force Majeure Event). These include: (a) natural disasters or “acts of God,” such as lightening, tornadoes, hurricanes, tsunamis, floods and earthquakes; (b) manmade disasters, such as plant fires or floods; (c) war and civil issues, such as riots, civil unrest, acts of terrorism; (d) labour disputes or strikes; (e) government embargoes or other government actions affecting the supply chain; (f) power outages or transportation issues; (g) epidemic, pandemic or quarantine; (h) third party supply chain difficulties; and (i) all other causes whatsoever.

7.2. These Terms constitute the entire agreement between Us and You.

7.3. The Contract is between Us and You. No other person shall have any rights to enforce any of its terms.

7.4. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

7.5. If a court finds part of these Terms invalid, illegal or unenforceable, the rest will continue in force. Each of the clauses of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

7.6. We may amend these Terms from time to time. No variation of these Terms or the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).

7.7. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

7.8. The Contract and any dispute or claim arising out of or in connection with it shall be governed by the law of England and Wales. Either party can bring legal proceedings in respect of the Services in the English courts.