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Address: London, United Kingdom
Email: info@trustlinked.com
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These Terms set out the master terms and conditions governing the supply of Goods and/or Services by Trustlinked to the Customer. Where applicable, and as expressly incorporated by reference in an Order, the GDPR Addendum shall also apply. Together, these documents form the Contract between Trustlinked and the Customer (all as defined below).
1.1 In these terms and conditions (the Terms), unless the context otherwise requires, the following expressions shall have the following meanings:
Business Day means any day other than a Saturday, Sunday or public holiday on which banks in London are open for business.
Trustlinked means Trustlinked Ltd (company details as stated on Trustlinked’s quotation and/or invoice), together with any permitted assignee.
Customer means the person, firm or company that purchases Goods and/or Services from Trustlinked.
Goods means any hardware, equipment, software, licences, subscriptions, cloud services entitlements or other products manufactured, owned, licensed, supplied or supported by a Third-Party Provider and resold, procured or facilitated by Trustlinked.
Services means any services which Trustlinked procures, arranges, introduces, coordinates, administers or resells, and which are delivered, performed or operated by Third-Party Providers or subcontractors, as specified in an Order. For the avoidance of doubt, Services include Trustlinked’s commercial coordination and administration of Third-Party Providers but do not include operational delivery unless expressly stated in an Order.
Third-Party Provider means any vendor, distributor, manufacturer, licensor, contractor, subcontractor, cloud provider or service provider supplying Goods or delivering Services.
Third-Party Terms means all licence agreements, end user terms, service terms, service level agreements, acceptable use policies, support policies, privacy policies, data processing terms and other contractual terms imposed by a Third-Party Provider.
Order means any quotation, order form, statement of work, renewal notice or other written or electronic document issued by Trustlinked and accepted by the Customer.
Contract means the legally binding agreement between Trustlinked and the Customer comprising the Order and these Terms.
Confidential Information means all information (whether oral, written or in any other form) disclosed by one party to the other which is confidential in nature or which ought reasonably to be regarded as confidential, including (without limitation) the terms of the Contract and any commercial, financial, technical or business information.
VAT means value added tax and any similar or equivalent tax.
1.2 Headings are for convenience only and shall not affect interpretation.
1.3 A reference to a statute includes a reference to that statute as amended, re-enacted or replaced from time to time.
2.1 Application and Precedence
These Terms apply to all Contracts and shall prevail over any terms and conditions proposed by the Customer, whether contained in any purchase order, correspondence or otherwise, and whether purported to be implied by trade, custom, practice or course of dealing.
2.2 Third-Party Provider Terms
The Customer acknowledges and agrees that Third-Party Terms shall apply to the Goods and/or Services and shall take precedence over these Terms in respect of the performance, availability, functionality, service levels, warranties, support, remedies, suspensions, term and termination rights relating to the underlying Goods and/or Services.
2.3 Third-Party Provider Terms and Changes
2.3.1 The Customer acknowledges that Third-Party Provider terms, policies, service descriptions and contractual requirements may change from time to time. Trustlinked does not warrant that Third-Party Provider terms will remain unchanged and shall not be liable for any amendment, withdrawal or termination of such terms, or for any discontinuation, end-of-life or end-of-support decision made by a Third-Party Provider.
2.3.2 Where any such change materially affects the Goods or Services supplied, Trustlinked may, at its discretion:
(a) pass through the change to the Customer;
(b) modify the affected Goods or Services; or
(c) terminate the affected Goods or Services without liability, provided that all charges incurred up to the effective date of termination remain payable.
2.3.3 Trustlinked shall have no obligation to renegotiate or absorb the impact of any change imposed by a Third-Party Provider.
2.4 Formation of Contract
A Contract shall come into existence when the earliest of the following occurs:
(a) Trustlinked issues written acceptance of an Order;
(b) Trustlinked issues an invoice in respect of an Order;
(c) Trustlinked commences fulfilment (including procurement, licensing, provisioning, registration, reservation of stock, booking of contractor resource, or placing an order with a Third-Party Provider); or
(d) the Customer accepts a quotation or Order by signature, email acceptance, portal acceptance or other written confirmation.
2.5 Variations
No variation of these Terms shall be binding unless agreed in writing by an authorised signatory of Trustlinked.
2.6 Non-Binding Descriptive Materials
Any drawings, datasheets, descriptions, performance metrics, specifications, illustrations, estimates, sales literature or other information relating to Goods or Services supplied by Trustlinked or Third-Party Providers are indicative only and shall not form part of the Contract unless expressly incorporated into the Order.
3.1 Scope of Service Supply
Subject to the Contract, Trustlinked shall procure, arrange and/or facilitate the provision of the Services by Third-Party Providers and shall not be deemed to provide, perform, operate or control the Services itself unless expressly stated otherwise in an Order.
3.2 Third-Party Delivery and Responsibility
The Customer acknowledges and agrees that:
(a) Services are delivered, operated and controlled exclusively by Third-Party Providers and/or subcontractors;
(b) Trustlinked has no control over the manner, means or methods by which the Services are delivered; and
(c) any service levels, warranties, representations or performance commitments relating to Services are provided solely by the relevant Third-Party Provider under the applicable Third-Party Terms and not by Trustlinked.
3.3 Indicative Timelines
Any commencement dates, delivery dates, implementation dates or timelines are estimates only and time shall not be of the essence.
3.4 Substitution of Third-Party Providers
Trustlinked may, at its absolute discretion, appoint, replace or substitute any Third-Party Provider or subcontractor without the consent of the Customer, provided that such substitution does not materially diminish the scope of Services described in the applicable Order.
3.5 Migration, Onboarding and Offboarding Assistance
Unless expressly agreed in writing in an Order, Trustlinked is not responsible for providing migration, onboarding, transition or offboarding assistance in relation to any Services, including migration to or from any Third-Party Provider platform. Any such assistance, if agreed, shall constitute chargeable professional services subject to separate agreement and may be delivered by Trustlinked, a Third-Party Provider, or a subcontractor.
3.6 Trustlinked’s Limited Role and Responsibilities
Trustlinked’s obligations in respect of Services are limited strictly to reasonable commercial coordination and administration and shall not extend to operational performance, availability, outcomes, results, security incident prevention, threat detection completeness, remediation success, or service continuity.
3.7 No Responsibility for Third-Party Actions
For the avoidance of doubt, Trustlinked shall have no responsibility or liability for any act, omission, decision, automated action, containment measure, remediation step or security response undertaken by a Third-Party Provider or its security operations centre (including any managed detection and response, SOC or similar service), whether proactive or reactive, even where such action results in service disruption, loss of access, operational impact or business interruption.
4.1 Role as Reseller and Intermediary
Trustlinked acts solely as a reseller, introducer and intermediary in respect of Goods.
4.2 Order Acceptance, Credit and Payment Conditions
All Orders are subject to availability and (where applicable) credit approval by Trustlinked. Trustlinked may at its sole discretion:
(a) require payment in advance;
(b) vary or withdraw credit terms; and/or
(c) suspend procurement, provisioning or delivery, including after acceptance of an Order, where Trustlinked reasonably believes the Customer’s ability to pay may be impaired.
4.3 Delivery Dates and Delays
Delivery dates are estimates only. Trustlinked shall not be liable for delays caused by Third-Party Providers, carriers, customs, supply chain disruptions or other events outside Trustlinked’s reasonable control.
4.4 Transfer of Risk
Risk in physical Goods shall pass to the Customer upon delivery to the Customer or the Customer’s appointed carrier (as applicable).
4.5 Retention of Title
Title to physical Goods shall pass only upon receipt by Trustlinked of full payment in cleared funds for those Goods (and any other sums due under the Contract).
4.6 Delivery of Software, Subscriptions and Licences
Software, subscriptions and licences are deemed delivered upon provision of licence keys, access credentials, entitlement confirmations or provisioning notifications (as applicable). Where a Third-Party Provider requires the Customer to download, activate or configure software, the Customer is responsible for doing so.
4.7 Product Availability and Lifecycle
Trustlinked does not warrant product availability, compatibility, lifecycle, roadmap, end-of-life or end-of-support decisions. Third-Party Providers may modify specifications, functionality, packaging or documentation from time to time without notice.
4.8 Instalment Deliveries
Trustlinked may deliver Goods by instalments. Each instalment may be invoiced separately. Any delay or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5.1 Charges Payable
In consideration of Trustlinked supplying Goods and/or arranging Services, the Customer shall pay the charges specified in the Order and/or invoice.
5.2 Advance Payment and Invoicing
Unless otherwise agreed in writing, Trustlinked may require payment in full and in cleared funds in advance of procurement, provisioning, delivery or service commencement. Trustlinked may invoice at any time after acceptance of an Order.
5.3 Payment Terms
All invoices are payable within thirty (30) days of the invoice date without set-off, deduction, withholding or counterclaim.
5.4 Invoice Disputes
The Customer shall notify Trustlinked in writing of any dispute in an invoice within seven (7) days of receipt, specifying the reasons for the dispute in reasonable detail. If the Customer fails to do so, the invoice shall be deemed accepted and payable in full.
5.5 Interest on Late Payment
Interest shall accrue on overdue amounts at the rate of 4% above the base lending rate of Trustlinked’s bank in the UK, accruing daily from the due date until payment in full (whether before or after judgment).
5.6 Suspension for Non-Payment
Without prejudice to any other rights or remedies, if the Customer fails to pay any amount when due, Trustlinked may immediately (and without notice) suspend or withhold procurement, provisioning, delivery and/or coordination of Services until payment is received.
5.7 Taxes and Additional Charges
Prices are exclusive of VAT and any other applicable taxes unless expressly stated otherwise. Trustlinked may charge delivery, carriage, packing, insurance, customs charges, certification or release fees where applicable.
5.8 Price Validity and Adjustments
Prices are valid only for the period stated in Trustlinked’s quotation or, if none is stated, for thirty (30) days. Trustlinked reserves the right to adjust pricing for any Goods or Services to reflect changes imposed by Third-Party Providers, including (without limitation):
(a) increases to list pricing or renewal pricing;
(b) mandatory uplift mechanisms;
(c) currency exchange fluctuations;
(d) changes to licensing metrics, service scope or entitlements; or
(e) changes to taxes, levies or regulatory charges.
Such adjustments may apply during a Subscription Term where mandated by the Third-Party Provider or upon renewal. The Customer agrees that such adjustments shall not constitute a breach of contract nor give rise to any right of termination, suspension or refund.
5.9 Quantity Variations and Cost Adjustments
Where the Customer does not adhere to agreed scheduled orders or quantities, Trustlinked may amend the price structure to reflect the quantities delivered and the costs incurred.
5.10 Third-Party Usage Measurement and Entitlement Determination
Where pricing, entitlement, consumption, usage levels or over-deployment are determined by a Third-Party Provider by reference to its own systems, audits, telemetry or measurement mechanisms, such determination shall be final and binding. Trustlinked shall have no obligation to validate, dispute or challenge such determinations on behalf of the Customer.
5.11 Vendor Subscription Renewals
Where Goods or Services are supplied on a subscription, term-based or recurring basis by a Third-Party Provider, the Customer acknowledges that such subscriptions may automatically renew in accordance with the applicable Third-Party Provider terms.
The Customer must provide Trustlinked with written notice of non-renewal no later than sixty (60) days prior to the expiry of the applicable Subscription Term (or such longer period as required by the Third-Party Provider).
Failure to provide timely notice shall result in renewal charges becoming payable in full, regardless of whether the Customer continues to use the Goods or Services following renewal.
Customer Obligations
6.1 Suitability of Goods and Services
The Customer is solely responsible for its choice of Goods and Services and for determining their suitability for the Customer’s purposes.
6.2 Compliance with Third-Party Terms
The Customer shall comply with all Third-Party Terms and acknowledges that breach of Third-Party Terms may result in suspension or termination by Third-Party Providers and/or additional charges.
6.3 Security Testing Restrictions
The Customer shall not perform, nor permit any third party to perform, penetration testing, vulnerability scanning, network probing or other security testing activities against any Third-Party Provider systems or services without the Third-Party Provider’s prior written consent. Trustlinked shall have no liability for any suspension, restriction or termination of services arising from a breach of this clause by the Customer or its agents.
6.3 Vendor and Distributor Disclosure, Audit, and Compliance Cooperation
The Customer acknowledges and agrees that, in connection with the supply of Goods and Services, Trustlinked may be required to disclose order information, entitlement data, usage information, compliance confirmations, and related commercial or operational data to third-party vendors, distributors, licensors, contractors, and service providers.
The Customer further agrees that Trustlinked may cooperate with reasonable audits, reviews, or information requests initiated by such third parties for the purposes of licence compliance, entitlement validation, security assurance, regulatory compliance, or contractual verification.
Trustlinked shall not be responsible for the scope, frequency, or outcome of any such third-party audit or review and shall incur no liability arising from any action taken in good faith to comply with third-party contractual, regulatory, or compliance obligations.
6.4 Customer Information and Cooperation
The Customer shall provide accurate, complete and timely information and reasonable cooperation and access as may be required for fulfilment, licensing, provisioning, delivery, contractor engagement, or coordination of Goods and Services.
6.5 Customer Systems, Data, and Regulatory Responsibility
The Customer remains responsible for its systems, data, backups, security controls, configurations and legal and regulatory compliance.
6.6 Customer-Caused Delays and Additional Costs
Trustlinked shall not be liable for delays, failures or additional costs arising from incomplete, inaccurate, late or misleading information provided by the Customer.
Warranties
Goods
7.1 Conformity with Manufacturer Specifications
Trustlinked warrants that, at the time of delivery, physical Goods shall substantially conform to the applicable manufacturer’s published specifications (where applicable). To the fullest extent permitted by law, Trustlinked gives no other warranties, express or implied, including any warranties of satisfactory quality, fitness for purpose or non-infringement.
7.2 Remedies for Defective or Non-Conforming Goods
Where Goods are defective or non-conforming, Trustlinked’s liability (if any) shall be limited, at Trustlinked’s option, to:
(a) refund of the price paid for the affected Goods; or
(b) repair or replacement,
in each case subject to the relevant Third-Party Provider’s return/repair procedures and authorisations (including RMA requirements) and subject to the Customer notifying Trustlinked promptly and returning Goods in accordance with those procedures.
7.3 Pass-Through of Third-Party Warranties and Indemnities
Trustlinked shall use reasonable endeavours to pass through to the Customer such transferable warranties and indemnities as Trustlinked receives from the relevant Third-Party Provider, to the extent permitted by the applicable Third-Party Terms.
7.4 Exclusions for Misuse and Improper Handling
To the fullest extent permitted by law, neither Trustlinked nor any Third-Party Provider shall be liable for defects caused by fair wear and tear, improper use, improper installation, negligent handling, failure to follow instructions, unauthorised alteration, misuse or unauthorised repair.
7.5 High-Risk and Prohibited Uses
High-risk use. Goods are not designed, intended or authorised for use in life support, life sustaining, nuclear, military weapons systems or other applications where failure could reasonably be expected to result in personal injury, loss of life or catastrophic property damage. If the Customer uses or sells Goods for such applications:
(a) the Customer does so at its sole risk;
(b) Trustlinked and the Third-Party Provider shall have no liability arising from such use; and
(c) the Customer shall indemnify and hold harmless Trustlinked and the Third-Party Provider against all claims, losses, liabilities, damages, costs and expenses arising from such use or sale.
Services
7.6 Warranty of Reasonable Skill and Care
Trustlinked warrants only that it shall exercise reasonable skill and care in arranging, coordinating and administering the Services as described in the Order.
7.7 Exclusion of Service Performance Warranties
Trustlinked gives no warranty as to the performance, availability, outcomes or results of any Services delivered by Third-Party Providers, and all such matters are governed by Third-Party Terms.
7.8 Risk Acknowledgement for Cybersecurity and IT Services
The Customer acknowledges that cybersecurity and IT products and services mitigate risk but do not eliminate it and that no product or service can guarantee prevention, detection, response, continuity or the absence of incidents.
Customer warranties
7.9 Entire Agreement and Non-Reliance
The Customer warrants that it has not been induced to enter into the Contract by any representation or statement not expressly set out in the Contract, and the Customer waives any claim for breach of any such representation except where made fraudulently.
7.10 Reasonableness of Risk Allocation
The Customer acknowledges that the allocation of risk and limitations of liability set out in clause 11 are reasonable having regard to the nature of the Goods/Services, the charges payable and the availability of insurance.
7.11 Automated and Managed Third-Party Actions
Where a Third-Party Provider offers proactive, automated or managed response services (including host isolation, account suspension, access restriction or similar actions), the Customer acknowledges that such actions are governed exclusively by the applicable Third-Party Terms and are not controlled, supervised, authorised or validated by Trustlinked.
Returns, Cancellations and Refunds
8.1 Non-Cancellable and Non-Refundable Items
Software, licences, subscriptions and Services are non-cancellable and non-refundable once ordered, provisioned or scheduled, unless cancellation/refund is expressly permitted by the relevant Third-Party Provider in writing.
8.2 Conditional Cancellations and Refund Processing
Where a Third-Party Provider permits cancellation, cancellation remains subject to:
(a) written confirmation from the Third-Party Provider; and
(b) Trustlinked receiving corresponding credit from the Third-Party Provider (where applicable).
Only then may Trustlinked, at its discretion, process cancellation/refund and charge an administration/handling fee of not less than 25% of the relevant Order value (or such other amount as reflects unrecovered costs).
8.3 Hardware Returns and RMA Requirements
Hardware returns require an RMA and prior written authorisation and must comply with applicable Third-Party Provider return policies. Returns may be subject to restocking, handling or refurbishment charges (including a minimum 25% charge) and must be returned freight prepaid as directed.
8.4 Excluded and Special-Order Goods
Special-order, custom, configured, value-added, assembled, tested, integrated or otherwise non-standard Goods are non-cancellable and non-returnable.
8.5 Unauthorised Returns
Acceptance of unauthorised returned Goods by any Trustlinked personnel shall not constitute acceptance of a return.
Intellectual Property Rights
9.1 Ownership of Intellectual Property Rights
The Customer acknowledges that all Intellectual Property Rights in or relating to the Goods and Services remain vested in the relevant Third-Party Providers and/or Trustlinked (as applicable).
9.2 Software and Licence Grant
Software and licences are supplied subject to the applicable Third-Party Terms. Trustlinked is not the licensor unless expressly stated. The Customer acquires the licence (if any) only to the extent granted by the relevant Third-Party Provider.
9.3 Intellectual Property Indemnity by Customer
The Customer shall indemnify Trustlinked against all claims, damages, costs and expenses (including legal costs on an indemnity basis) arising from:
(a) any customisation or work carried out to the Customer’s specification; or
(b) the Customer’s breach of Third-Party Terms.
Data Protection
10.1 Trustlinked Privacy Policy
Trustlinked’s privacy policy (as made available by Trustlinked) applies to personal data processed by Trustlinked as data controller for its own business purposes, and forms part of these Terms. In the event of conflict, these Terms shall prevail.
10.2 Trustlinked as Independent Data Controller
The parties acknowledge that Trustlinked acts as an independent data controller in respect of its sales, account management, billing, compliance and relationship management activities.
10.3 Third-Party Provider Data Processing
10.3.1 Responsibility for Third-Party Provider Processing
Third-Party Providers act as independent controllers or processors under their own privacy and data processing terms. Trustlinked shall not be responsible for the data processing practices of Third-Party Providers.
10.3.2 Use of Anonymised and Aggregated Data by Third-Party Providers
The Customer acknowledges that Third-Party Providers may process Customer Data in accordance with their own data processing agreements, privacy notices and service terms, including the use of anonymised or aggregated data for service improvement, analytics, benchmarking or industry reporting. Trustlinked does not control and shall not be responsible for the internal data processing practices of Third-Party Providers, provided such processing is carried out in accordance with applicable law and the Third-Party Provider’s published terms.
10.4 Trustlinked as Data Processor
Trustlinked shall process personal data as a processor only where:
(a) an Order expressly states that the GDPR Addendum applies; and
(b) Trustlinked actually processes personal data on behalf of the Customer in connection with Services.
In such case, the GDPR Addendum shall apply.
Limitation of Liability
11.1 Exclusion of Liability for Software and Data Loss
Trustlinked shall not be liable for any loss of or damage to software programs or data during repair, upgrade, deployment or provisioning of Goods or Services, save to the extent caused by Trustlinked’s proven negligence and not excluded elsewhere in these Terms.
11.2 Aggregate Liability Cap
Subject to clause 11.5, Trustlinked’s total aggregate liability arising under or in connection with the Contract (whether in contract, tort (including negligence), misrepresentation (other than fraud), breach of statutory duty or otherwise) shall be limited as follows:
(a) in respect of Goods, to the price paid by the Customer for the relevant Goods giving rise to the claim; and
(b) in respect of Services (arrangement/coordination only), to one hundred percent (100%) of the charges paid by the Customer to Trustlinked for Trustlinked’s arrangement/coordination of the relevant Services actually performed as at the date the loss arises,
and in each case the Customer’s remedies (if any) shall be limited accordingly.
11.3 Excluded Categories of Loss
Trustlinked shall not be liable for:
(a) loss of profit, revenue, goodwill, business, contracts, anticipated savings;
(b) loss of use;
(c) loss of, corruption of, or inability to access data or information;
(d) business interruption;
(e) any special, indirect or consequential loss, including losses suffered due to third-party claims against the Customer.
11.4 Specific Exclusions and Third-Party Failures
Without prejudice to the generality of clause 11.3, Trustlinked shall have no liability for any loss, damage, costs or claims arising from:
(a) faulty, incomplete, inaccurate, illegible, late or out-of-sequence information or instructions supplied by the Customer;
(b) viruses, malicious code, unauthorised access or security incidents affecting the Customer’s systems, except to the extent caused solely by Trustlinked’s proven negligence in its arrangement/coordination role;
(c) failure of the Customer to maintain backups, security controls or appropriate configurations;
(d) any failure by Third-Party Providers to meet service levels, performance metrics or other commitments;
(e) any discontinuation, withdrawal, modification or outage of vendor/distributor platforms, portals, licensing systems or cloud services;
(f) any infringement of third-party Intellectual Property Rights in material supplied by the Customer or arising from the Customer’s instructions.
11.5 Non-Excludable Liabilities
Nothing in these Terms shall limit or exclude liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; or
(c) any other liability which cannot lawfully be limited or excluded.
11.6 Survival of Liability Provisions
This clause 11 shall survive termination of the Contract.
Indemnities
12.1 Customer Indemnity Obligations
The Customer shall indemnify and keep indemnified Trustlinked against all liabilities, costs, expenses, damages and losses (including legal and other professional costs) arising out of or in connection with:
(a) the Customer’s breach of Third-Party Terms;
(b) misuse or unlawful use of Goods or Services;
(c) the Customer’s failure to comply with applicable laws, including data protection and computer misuse legislation; and
(d) any third-party claims arising from the Customer’s acts or omissions, systems, configurations or environment.
12.2 Indemnity for Breach of Customer Obligations
The Customer indemnifies Trustlinked against losses suffered as a result of the Customer’s failure to comply with clause 6 (Customer Obligations).
Termination
13.1 Termination for Cause
Without limiting other rights or remedies, either party may terminate the Contract with immediate effect by written notice if:
(a) the other party commits a material breach and (if remediable) fails to remedy within thirty (30) days of notice; or
(b) the other party becomes insolvent, enters administration/liquidation, has a receiver appointed, makes an arrangement with creditors, or suffers analogous proceedings.
13.2 Termination for Non-Payment
Trustlinked may suspend or terminate the Contract immediately by written notice if the Customer fails to pay any amount due on the due date.
13.3 Effect of Termination
Termination shall be without prejudice to accrued rights, remedies, obligations and liabilities.
Consequences of Termination
14.1 Consequences of Termination
On termination of an Order or these Terms for any reason:
(a) the Customer shall immediately pay all outstanding invoices, fees, charges, and any accrued interest;
(b) Trustlinked shall cease coordination, resale, or fulfilment of Goods and Services to the extent permitted by applicable Third-Party Terms; and
(c) any clauses which expressly or by implication are intended to survive termination shall continue in full force and effect.
14.2 Continuing Application of Third-Party Terms
Termination of an Order or these Terms does not terminate or modify any applicable Third-Party Terms, and the Customer remains bound by such Third-Party Terms, including any minimum term commitments, early termination charges, renewal obligations, or post-termination restrictions imposed by Third-Party Providers.
14.3 Access Cessation and Data Availability
Upon termination or expiry, the Customer’s access to Products or Services may be reduced, restricted, or terminated in accordance with the applicable Third-Party Terms. Trustlinked shall have no obligation to preserve, migrate, or retrieve Customer data except to the extent expressly required under applicable law or agreed in writing.
14.4 Vendor-Initiated Suspension
The Customer acknowledges that third-party vendors, licensors, platform providers, or distributors may suspend, restrict, or terminate access to Products or Services in accordance with applicable Third-Party Terms, including for reasons of non-payment, suspected misuse, policy violations, security concerns, or regulatory requirements.
Trustlinked shall have no liability for any loss, damage, disruption, or unavailability arising from any such third-party action, whether or not the Customer disputes the basis for the suspension or termination. Any rights or remedies in respect of such action shall lie solely between the Customer and the relevant third-party provider, whether or not the Customer disputes the basis for such suspension or termination.
14.5 Charges During Suspension
Charges imposed by Third-Party Providers may continue to accrue during any period of suspension, restriction, or reduced availability of Products or Services, whether arising from non-payment, policy enforcement, security concerns, regulatory requirements, or other circumstances permitted under applicable Third-Party Terms. The Customer remains liable for all such charges, fees, and commitments notwithstanding any suspension, restriction, or reduced access.
Confidentiality
15.1 Confidentiality Obligations
Each party shall keep the other party’s Confidential Information strictly confidential and shall not disclose it to any third party except as permitted by this clause.
15.2 Permitted Disclosures
A party may disclose Confidential Information:
(a) to its employees, officers, representatives, professional advisers, contractors and subcontractors who need to know it for performance of the Contract, provided they are bound by confidentiality obligations;
(b) as required by law, regulation or a court of competent jurisdiction (where legally permitted, with prior notice); or
(c) where the information becomes public through no breach.
15.3 Survival of Confidentiality Obligations
This clause shall survive termination.
Force Majeure
16.1 Definition of Force Majeure Event
Force Majeure Event means any event beyond the reasonable control of Trustlinked including (without limitation) strikes, industrial disputes, utility or transport failures, act of God, war, riot, civil commotion, malicious damage, compliance with laws or governmental orders, accident, breakdown of machinery, epidemic, pandemic, fire, flood, storm, total or material failure of internet/telecommunications, or default/failure of suppliers, Third-Party Providers or subcontractors.
16.2 Suspension of Performance
Trustlinked shall not be liable for delay or failure to perform caused by a Force Majeure Event.
16.3 Termination Following Prolonged Force Majeure
If a Force Majeure Event prevents fulfilment for more than eight (8) weeks, Trustlinked may terminate the affected Order/Contract by written notice.
Notices
17.1 Method of Service of Notices
Any notice under the Contract shall be in writing and shall be delivered personally or sent by pre-paid first-class post, recorded delivery or commercial courier to the recipient’s registered office (if a company) or principal place of business.
17.2 Email Communications and Operational Notices
Email shall not constitute valid service of notice unless sent to Trustlinked’s designated legal notice email address (as stated on Trustlinked’s website or most recent Order/invoice) and acknowledged by Trustlinked. Notwithstanding the foregoing, routine operational communications, including service notices, renewal instructions, invoice queries and provisioning communications, may be given by email.
17.3 Exclusion of Legal Proceedings
This clause does not apply to service of legal proceedings.
General
18.1 Entire Agreement
Entire agreement. The Contract constitutes the entire agreement. The Customer acknowledges it has not relied on any statement, promise or representation not set out in the Contract.
18.2 Non-Reliance and Misrepresentation
Non-reliance / misrepresentation. Trustlinked shall have no liability for any statement or representation (whether innocent or negligent) relied upon by the Customer unless made fraudulently, subject always to clause 11.5 and applicable law.
18.3 Assignment and Subcontracting
Assignment and subcontracting. Trustlinked may assign, transfer, subcontract or deal with any of its rights and obligations. The Customer may not assign or transfer without Trustlinked’s prior written consent.
18.4 Waiver
A waiver is effective only if in writing and shall not constitute a waiver of subsequent breach.
18.5 Severance
If any provision is invalid, it shall be deemed modified to the minimum extent necessary; remainder remains effective.
18.6 No partnership or agency
Nothing creates a partnership or agency and neither party may bind the other.
18.7 Rights of Third Parties
A person who is not a party shall have no rights under the Contracts (Rights of Third Parties) Act 1999 and that Act is excluded.
18.8 Variation
No variation is binding unless agreed in writing by Trustlinked.
18.9 Governing Law and Jurisdiction
English law applies and the parties submit to the exclusive jurisdiction of the courts of England and Wales.
18.10 Survival
Clauses intended to survive, including payment, confidentiality, IP, limitation of liability, indemnities, non-reliance, governing law and any clauses which by their nature should survive, shall survive termination.
SCHEDULE 1 – GDPR ADDENDUM
(Applies only where expressly referenced in an Order)
Scope and Priority
1.1 Conditional Application of GDPR Addendum
This GDPR Addendum applies only where an Order expressly states that it applies and Trustlinked processes personal data on behalf of the Customer as processor.
1.2 Exclusion Where Not Expressly Incorporated
If not expressly referenced in an Order, this GDPR Addendum shall not apply.
Processing Obligations
2.1 Processor Obligations
Trustlinked shall:
(a) process personal data only on documented instructions of the Customer;
(b) ensure persons authorised to process personal data are subject to confidentiality;
(c) implement appropriate technical and organisational measures;
(d) assist the Customer (at the Customer’s cost where reasonable) with data subject rights, breach notifications and DPIAs to the extent required by law;
(e) on termination, delete or return personal data unless retention is required by law.
Sub-processing
3.1 Use of Sub-Processors
Trustlinked may engage sub-processors only with appropriate contractual safeguards.
Audit
4.1 Audit Rights and Limitations
The Customer may audit Trustlinked on reasonable notice, subject to confidentiality, proportionality and minimising disruption.
Exclusions
5.1 Exclusion of Third-Party Provider Processing
This GDPR Addendum does not apply to processing by Third-Party Providers under their own terms.
Governing Law
6.1 Governing Law
English law applies.