Terms of Business

These Terms of Business apply to the supply of services by Cogent Networks Ltd, registered in England and Wales under company number 12215764, registered office 167 - 169 Great Portland Street, Fifth Floor, London, England, W1W 5PF, United Kingdom, and by Cogent Networks group companies where they contract for their own territory. In these terms, "we", "us" and "our" mean the contracting Cogent Networks entity; "you" and "your" mean the business customer ordering services.

These terms apply to every quotation we issue and every order we accept, except to the extent that a signed master services agreement, statement of work, service contract or other written agreement between us provides otherwise - in which case that agreement prevails. No terms put forward by you, including terms printed on a purchase order, apply unless we accept them in writing.

We provide IT managed services, field services and dispatch, IT staffing and resourcing, background verification, and warehousing and logistics services, delivered directly and through our group entities and approved partners across EMEA, APAC and the Americas. The specific services, deliverables, locations, service levels and charges for each engagement are set out in the applicable quotation, statement of work or order confirmation.

We perform all services with reasonable skill and care, using suitably skilled and, where required, vetted personnel, and in accordance with applicable law.

Quotations are valid for 30 days from their date unless stated otherwise, and are not binding until we confirm acceptance of your order in writing. All pricing is bespoke to the engagement: rates depend on scope, location, service level and coverage, and no prices published or implied elsewhere form part of any contract. A contract is formed when we confirm your order, on these terms together with the accepted quotation.

You will: provide accurate and complete information about the work, sites and systems involved; secure any third party permissions needed for us to attend and work at a site; provide safe access, working conditions and any site inductions required; make available a point of contact authorised to give approvals; and review and respond to deliverables, approvals and sign-offs without undue delay. Where our performance depends on something you must do and it is delayed, our timelines extend accordingly and we are not responsible for the consequences of that delay.

Where an engagement includes service levels, they are as set out in the applicable statement of work or service contract, including any response and resolution targets, coverage hours and escalation routes. Service level commitments start when the engagement is formally accepted into service, and any remedies for service level failures are as stated in the applicable contract.

Charges are as set out in the accepted quotation or applicable rate card, in the currency stated on the relevant document. Unless agreed otherwise: travel, tolls, parking, lodging and per diem costs are charged as separate lines where applicable to the engagement; work outside agreed hours or scope requires prior written approval and is charged at the agreed rates; and charges are exclusive of VAT and any applicable taxes, which are added at the prevailing rate.

Invoices are payable within 30 days of the invoice date, without set-off or deduction, unless different terms are stated in the applicable contract. If you dispute an invoice in good faith you must tell us within 14 days of its date, pay the undisputed portion, and work with us promptly to resolve the dispute. We may charge interest on overdue sums and recover reasonable recovery costs in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, and we may suspend services where undisputed sums remain unpaid after written notice.

Either party may propose a change to an engagement. No change is effective until agreed in writing, including any impact on charges and timelines. We are not obliged to perform work outside the agreed scope, and unapproved additional work is not chargeable by either side's personnel in the field - all changes go through the agreed change process.

We decide which personnel, group entities and approved subcontractors deliver each engagement, and we remain responsible for their work. Our personnel remain engaged by us at all times.

During an engagement and for 12 months after it ends, neither party will solicit for employment or engagement any member of the other party's personnel with whom it had material contact in connection with the engagement, except through a general public advertisement not targeted at that person. If you engage one of our personnel in breach of this clause, you will pay us an introduction fee equal to 25 per cent of that person's total annual remuneration or fees in the new role, as a genuine pre-estimate of our loss.

Each party will keep confidential all non-public information received from the other in connection with an engagement, use it only for the engagement, and disclose it only to those of its personnel and advisers who need it and are bound by equivalent obligations - or where disclosure is required by law. We do not name our customers in any public material without written permission; customer references are available under NDA. These obligations continue after the engagement ends.

Each party keeps what it brought: pre-existing materials, tools, methods, templates and know-how remain the property of their owner. Unless the applicable contract says otherwise, on payment in full we grant you a non-exclusive licence to use the deliverables of the engagement for your internal business purposes, and we remain free to use our general know-how, methods and experience.

Each party will comply with applicable data protection law in connection with the engagement. Where we process personal data on your behalf as processor, the parties will put a data processing agreement in place, and where data processing terms are contained in the signed contract between us, those terms apply. Our Privacy PolicyCookie preferences, published on this website, describes how we handle personal data as controller, including our commitments never to sell personal data or use it for marketing.

Where the services include background verification: every check is performed only with the signed authorisation of the individual concerned; results are reported in accordance with applicable law and the disclosure rules of the relevant country, and sensitive underlying material is never disclosed beyond the permitted conclusion; and you are responsible for the decisions you make on the basis of the results. We do not guarantee any particular outcome of a check, and verification reports are provided for your engagement decisions only and may not be shared beyond the authorised purpose.

Where an engagement includes the supply of hardware, parts or materials, risk passes to you on delivery and title passes on payment in full. Customer-owned equipment and stock held by us under warehousing or logistics services remains your property, is held segregated and identified as yours, and is handled in accordance with the applicable statement of work.

We warrant that services will be performed with reasonable skill and care and materially in accordance with the agreed scope. Where a service does not meet this warranty and you notify us within 30 days, we will re-perform the affected service without additional charge, which is your exclusive remedy for the defect unless the applicable contract says otherwise. Except as expressly stated, all other warranties, conditions and terms implied by law are excluded to the fullest extent permitted.

Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, or for any liability that cannot lawfully be limited. Subject to that: neither party is liable for loss of profits, revenue, anticipated savings, goodwill or data, or for any indirect or consequential loss; and each party's total aggregate liability arising in connection with an engagement is limited to the charges paid or payable by you for that engagement in the 12 months before the event giving rise to the claim. Where the applicable signed contract states a different limitation, that contract prevails.

An engagement runs for the period stated in the applicable contract or order. Either party may terminate an engagement immediately by written notice if the other commits a material breach and, where the breach is capable of remedy, fails to remedy it within 30 days of written notice, or if the other becomes insolvent or subject to an equivalent event in any jurisdiction. On termination you will pay for all services performed and committed costs reasonably incurred up to the date of termination. Clauses which by their nature should survive - including confidentiality, intellectual property, data protection, non-solicitation, liability and governing law - survive termination.

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural events, epidemic, war, civil disturbance, governmental action, power or telecommunications failure, or failure of third party sites to provide agreed access. The affected party will notify the other promptly and use reasonable efforts to mitigate. If a force majeure event continues for more than 60 days, either party may terminate the affected engagement on written notice.

Neither party may assign an engagement without the other's written consent, except that we may assign to a Cogent Networks group company or a successor to our business. These terms together with the accepted quotation and any signed contract are the entire agreement for the engagement, and neither party relies on any statement not set out in them. If any provision is found invalid, it is modified to the minimum extent necessary or removed, and the rest continues in force. Nothing in these terms creates a partnership, joint venture, agency or employment relationship. A person who is not a party has no right to enforce these terms, except Cogent Networks group companies, which may enforce terms conferring rights on them. No failure or delay in exercising a right is a waiver of it.

Formal notices must be in writing in English and delivered by hand, by internationally recognised courier, or by email - to us at info@cogentnetworks.com or our registered office, and to you at the address on the applicable order or contract. Email notices are treated as given on the business day of transmission if sent before 5.00pm at the recipient's location, and otherwise on the next business day.

These terms and any dispute arising out of or in connection with them, including non-contractual disputes, are governed by the law of England and Wales. The parties will first attempt in good faith to resolve any dispute by negotiation between senior representatives. Subject to any different dispute resolution provision in a signed contract between us, the courts of England and Wales have exclusive jurisdiction.

For anything relating to these terms, contact Cogent Networks Ltd at info@cogentnetworks.com, or write to 167 - 169 Great Portland Street, Fifth Floor, London, England, W1W 5PF, United Kingdom. Telephone +44 20 3936 1085.