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Terms and Conditions


1.1                   In these Conditions, the words and expressions listed below shall 
have the following meanings, unless the context requires otherwise:

1.2                   References to a “person” include any natural person, any legal person, body or organisation incorporated or unincorporated or any other person, body or organisation whatsoever, as the context may require.

1.3                   References to a “party” or the “parties” are references to the parties to this Contract unless the context requires otherwise.



All the time in any calendar month for which the Network and any service equipment is not subject to any service affecting faults, and “Available” shall be construed accordingly;

“Business Day”


Shall mean every day other than a Saturday or Sunday or a public holiday in England and Wales;



Means the Committed Data Rate for each port and provided as part of a Service.



Sotfdist Ltd, a company incorporated under the Companies Acts registered number 10885492, with its registered office at Unit 38 Hill Close, Newland Road, Witney, Oxfordshire, OX28 3JF




These terms and conditions relating to the supply of Goods and Services;




This contract which incorporates (i) the Conditions; (ii) the Quotation; (iii) any Handoff document and (iv) Invoices for the supply of the Goods to the Customer.


“Contract Price”


The price of the Goods as set out in the Quotation and any other charges due pursuant to the terms of the Contract together with any VAT (and/or similar or analogous fees, taxes or levies) free of all deductions and set-off


“Contractual Term Extension(s)”


A further term which shall be equal in length to the Minimum Contractual Term and shall commence upon the expiry of the Minimum Contractual Term or the expiry of a previous Contractual Term Extension




The person or company which has entered into this Contract with the Company;




Shall mean a material defect, fault or impairment in a Service which causes an interruption in the provision of the Service




Any goods or services, including but not limited to computer hardware and internet services, supplied or to be supplied to the Customer pursuant to the terms of the Contract, including any instalment of the goods or services or any substituted goods or services;


Handoff Documents


Any documents sent to the Customer after the Customer’s acceptance of this Agreement which may provide further technical details of the Goods to be received.

“Minimum Contractual Term”


The initial minimum term of the Contract, as shall be set out in the Quotation.




Any aspect of the Goods which represent networking or connectivity services, as shall be identified in the Quotation.

“Non-Service Affecting”


Means not materially affecting the performance or quality of the Service.



The quotation for the provision of Goods provided by the Company to the Customer, which shall set out the Contract Price and other details pertinent to the Contract.



The Retail Prices Index compiled by the Office for National Statistics or any other successor government department or arm having responsibility for the preparation of such index.


“Service Affecting”


Means causing full or partial loss of the ability to transmit or convey data.

“Third Party System”


Means a telecommunication system that is neither owned nor operated on behalf of Sotfdist Ltd


1.4                   References to any statute, or to any statutory provision, including any regulation, statutory instrument, or other subordinate legislation derived from such statutory sources, shall include references to any statute or other statutory provision which amends, extends, consolidates or replaces the original statutory reference or which subsequently affects any such revised statutory reference.

1.5                   A reference to a time of day shall be construed as the time in the United Kingdom expressed in terms of the twenty-four hour clock.


2.1                   The Company sells and the Customer purchases and shall pay the price for the Goods in accordance with the Contract which shall alone govern the Contract to the exclusion of any other conditions of the Customer notwithstanding that they may be set out in any order, invoice, acceptance or other document used by the Customer in its dealings with the Company.

2.2                   The Contract may only be varied by written agreement with the Company.

2.3                   The Customer is deemed to have notice of and is bound by the Contract on submitting an order for the Goods, or by taking delivery of, or accepting, the Goods.

2.4                   The Customer is deemed to have acknowledged that the Company would and will only supply Goods subject to the Contract.

2.5                   The Customer acknowledges that its use of its own standard terms and conditions or documents referring to any other terms and conditions at any time during its dealings with the Company or on the supply of any Goods to it by the Company is a matter of administrative convenience only and is not intended by it to qualify or amend the Contract in any way.


3.1                   Orders for Goods may be placed with the Company through the website, in writing (email or post) or verbally by telephone.  No order submitted by the Customer shall be deemed to be accepted by the Company unless and until confirmed by the Company either in writing (email or post) or verbally by telephone. 

3.2                   The Customer shall be responsible to the Company for ensuring the accuracy of the terms of any order, including all specifications, submitted by the Customer, and for giving the Company any necessary information relating to the Goods or its requirements within a sufficient time to enable the Company to perform the Contract in accordance with its terms.

3.3                   The quantity, quality, description of and any specifications for the Goods shall be those set out in the Company’s quotation or the Customer’s order (if accepted by the Company).

3.4                   The Company shall be deemed to have delivered the Goods, and the Customer shall be deemed to have accepted delivery of the Goods, on the date that the Customer is notified that delivery has been made unless a written dispute is raised with the Company within 14 days of notification.

3.5                   No order which has been accepted by the Company may be cancelled by the Customer without the agreement in writing of the Company and subject to the Customer indemnifying the Company in full against all loss (including loss of profit), damages, charges, and expenses (including for the avoidance of doubt any delivery charges) incurred by the Company as a result of such cancellation.

3.6                   Following receipt of an order for Goods, the Company may from time to time provide the Customer with details of other Goods which it believes may be of interest to the Customer.  If the Customer does not wish to receive such communications it should notify the Company in writing. 


4.1                   The Customer shall pay to the Company the Contract Price, which shall be invoiced monthly in advance.

4.2                   Payment of any invoice issued by the Company in relation to the subject matter of this Agreement shall be due as stated on the invoice. If such an invoice does not specify when payment of it is due, then payment shall be due within 30 days of the date of that invoice.

4.3                   Receipts for payments will only be issued by the Company on request.

4.4                   Any queries regarding an invoice must be received by the Company within 14 days of issue.  The Company shall endeavour to respond to any queries within 14 days of receipt and, in any case, before payment of the invoice is overdue.

4.5                   If the Customer fails to make full payment of all sums due in accordance with these Conditions the Company shall be entitled as follows:

4.6                to suspend any deliveries of Goods or services under this or any other contract with the Customer (including, for the avoidance of doubt, suspending or restricting access to any software services provided as part of the Goods);

4.6.1                to ascribe any payment made by the Customer under any other contract to any aspect the Goods, as the Company may think fit;

4.6.2                to require that any further supply of Goods are paid for on or before delivery.

4.6.3                to issue a “BREACH NOTICE” for any service that are presently active.

4.7                   The Company reserves the right to take legal steps to recover any loss (including loss of profit), damages, charges, and expenses incurred by the Company as a result of a breach of this clause by the Customer.


5.1                   If applicable, risk of damage to, or loss of, the Goods shall pass to the Customer, in the case of Goods delivered otherwise than at the Company’s premises, at the time of delivery to the place or person agreed.

5.2                   Notwithstanding the delivery of the Goods or the passing of risk to the Customer, title to the Goods shall pass to the Customer only when all sums due by the Customer in relation to the supply of all Goods under this Contract have been paid in full to the Company. 


6.1                   For the purposes of these Terms and Conditions, the term “Confidential Information” shall mean any information or data, written or unwritten, which is marked as such, or which a reasonable individual would consider to be of a confidential, sensitive, or private nature relating to the Customer or Company which that person may have, or acquire, through this Contract;

6.2                   Confidential Information shall not include or apply to information which:

62.1                is, or lawfully becomes, publicly available (otherwise than as a result of a breach of this Contract);

6.2.2                is lawfully acquired from a third party, to the extent that it is acquired with the right to disclose it;

6.2.3                is lawfully in the possession of the relevant party, free of any restriction on disclosure as can be demonstrated by the written records or other reasonable evidence of that party;

6.2.4                following disclosure under this Contract, lawfully becomes available to the relevant party from a source other than another person who is not bound by any obligation of confidentiality in relation to such information.

6.3                   Each of the parties shall use their best endeavours to keep confidential any Confidential Information.

6.4                   No party shall use for its own purposes or disclose to any third party any Confidential Information without the consent of the other party subject to clause 9.5.

6.5                   The restrictions contained in this clause shall not apply to the disclosure of Confidential Information to the following persons. 

6.5.1                The directors or employees of the Customer or Company who need to know that Confidential Information solely for purposes relating to this Contract;

6.5.2                to the extent it is required to be disclosed by law or any court of competent jurisdiction, any duly entitled governmental official or regulatory authority or, pursuant to any binding judgment, order or requirement, any other competent authority;

6.5.3                any Tax Authority to the extent reasonably required for the purposes of the Tax affairs of the parties; 

6.5.4                the professional advisers of the parties required to be disclosed for purposes relating to this Contract.

6.6                   Each party shall presume that all information received by, or coming into the possession of, that party is Confidential Information, whether or not expressly stated or identified as being Confidential Information, unless that party has good reason to believe the information is excepted pursuant to clause 9.2.

6.7                   Each party shall inform any officer, employee or agent or any professional or other adviser advising that party in relation to matters relating to this Agreement, or to whom that party provides Confidential Information, that such information is confidential and shall instruct them:

6.7.1                to keep it confidential; and 

6.7.2                not to disclose it to any third party (other than those persons to whom it has already been or may be disclosed in accordance with the terms of this clause).

6.8                   Each party shall remain responsible for any breach of this clause by the person to whom any Confidential Information is disclosed.

6.9                   Without prejudice to any other rights or remedies which a party may have, each of the parties acknowledge and agree that damages would not be an adequate remedy for any breach of this clause and the remedies of injunction, specific performance and other equitable relief are appropriate for any threatened or actual breach of any such provision and no proof of special damages shall be necessary for the enforcement of the rights under this clause. 

6.10                 The provisions of this clause shall survive the termination of this Agreement and shall continue without limit of time. 


7.1                 The Company warrants that the Goods will correspond in all material respects with their specifications at the time of delivery subject as follows:

7.1.1              the Company shall be under no liability in respect of any defect arising from wilful damage, negligence of the Customer, abnormal conditions or failure to follow the Company’s instructions;

7.1.2              the Company does not warrant that the Goods will be delivered without fault or interruption;

7.1.3              the Company does not provide any warranties in respect of Goods that are provided by a third party to the Customer although it will endeavour to act in the best interests of the Customer when resolving any problems created by a third party supplier.

7.1.4              the Company shall be under no liability under the warranty if the total price for the Goods has not been paid by the due date of payment;

7.2                 The Customer warrants that when using Goods supplied by the Company, it shall comply with the Company’s acceptable usage policy, any relevant legislative and regulatory provisions, and shall not use the Goods for any illegal purpose and shall indemnify the Company in respect of any liability incurred as a result of a breach of this clause 10.2.

7.3                 The Customer shall indemnify and hold harmless the Company against any loss, damages, costs and expenses arising from or in connection with any claims or proceedings bought by third parties against the Company in respect of or arising directly or indirectly from resale of Goods by the Customer or arising out of .

7.4                 No advertisement, brochure, circular, or other promotional data shall constitute a warranty or representation in relation to any Goods, and the Customer shall only be entitled to rely on specifications or warranties referred to, or detailed in, the Contract or an invoice for the Goods. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.

7.5                 Any claim by the Customer which is based on any alleged defect in quality, shortage or failure of the Goods delivered shall be notified to the Company upon delivery by way of written notice as specified in Clause 3 of these Conditions.  If the Customer does not notify the Company of any defect in quality, shortage or failure in accordance with Clause 3, the Customer shall not be entitled to reject the Goods and the Company shall have no liability for such defect, shortage or failure. In addition, the Customer shall be bound to pay the full price as if the Goods had been delivered in accordance with the Contract.

7.6                 Where any claim in respect of any of the Goods which is based on any defect in quality, shortage or failure of the Goods delivered or their failure to meet specification is notified to the Company in accordance with these Conditions and is accepted by the Company, it shall be entitled to. 

7.6.1              direct the Customer to return the goods to the Company using a form of delivery specified by the Company; or

7.6.2              collect the Goods (if applicable) from the Customer’s premises;

but the Company shall have no other liability to the Customer and the Customer may not dispose of the defective Goods without the Company’s prior consent.

7.7                 Neither the Company nor its network service suppliers shall be liable to the Customer for any consequential loss or damage, nor for any loss of profit, goodwill, data, savings, or anticipated business, nor for the cost of any other, costs or expenses whatsoever, whether caused by the negligence of the Company, its employees or agents or other, which arises out of, or in connection with, the supply of the Goods or their use or resale by the Customer, except as expressly provided in these Conditions.

7.8                 Neither the Company nor its network service suppliers shall be liable for unauthorised access to or alteration, theft or destruction of end users data files, programs, procedures or information through accident, fraudulent means or devices, or any other method, regardless of whether such damage occurs as a result of the Company’s negligence or that of its network service suppliers.

7.9                 The Company shall not be liable to the Customer or be deemed to be in breach of these Conditions by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Company’s reasonable control, including any of the following:

7.9.1              Act of God, explosion, flood, tempest, fire or accident, terrorist act, war or threat of war, sabotage, insurrection, civil disturbance or requisition;

7.9.2              acts, import or export regulations or embargoes, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any local, national, or supranational, government body or authority;

7.9.3              strikes, lock-outs or other industrial actions or trade disputes whether involving employees of the Company or of any third party;

7.9.4              difficulties in obtaining raw materials, labour, fuel, parts or machinery or power failure or breakdown of machinery; or

7.9.5              any act or omission of the Customer which is either a breach of this Contract or which represents a failure by the Customer to comply with the reasonable instructions of the Company.

7.10               All warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by the law except where the Goods are sold to a person dealing as a consumer within the meaning of the Unfair Contract Terms Act 1977.


8.1                 The Company shall be entitled immediately on becoming aware of any event of default to terminate the Contract without notice, suspend any further deliveries under the Contract, require payment in advance of any delivery or recover the Goods delivered (if applicable).

8.2                 Each of the following shall constitute an event of default:

8.2.1              the Customer ceases or threatens to cease, to carry on business;

8.2.2              the Customer makes any voluntary arrangement with its creditors, becomes bankrupt or subject to an administration order, or goes into liquidation, or has a receiver appointed over any of its property or assets;

8.2.3              the Company reasonably considers that any of the above events may occur in relation to the Customer;

8.2.4              the Customer fails to pay for the Goods supplied by the due date set by the terms of this Contract (or as stated on the invoice as the case may be).


9.1                 The Contract shall commence on the subscription start date set out in the order and shall continue, unless terminated earlier in accordance with clause 12.2, for the Minimum Contractual Term. The term of this Contract shall, unless terminated earlier in accordance with clause 12.2, automatically extend for the Contractual Term at the end of the Minimum Contractual Term and at the end of each Contractual Term Extension if the Auto-Renew option is selected in the order. Either party may give written notice to the other party, not later than 30 days before the end of the Minimum Contractual Term or the relevant Contractual Term Extension, to terminate this Contract at the end of the Minimum Contractual Term or the then current Contractual Term Extension, as the case may be.

9.2                 Without affecting any other right or remedy available to it, either party may terminate this Contract with immediate effect by giving written notice to the other party if:

9.2.1              the other party fails to pay any amount due under this Contract on the due date for payment and remains in default not less than 60 days after being notified in writing to make such payment.

9.2.2              the other party commits a material breach of any term of this Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 60 days after being notified in writing to do so;

9.2.3              the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or  is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986.

9.2.4              the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors or a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party.

9.2.5              an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party

9.2.6              a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party              

9.2.7              a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days

9.2.8              any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clauses 12.2.3 to 12.2.7 (inclusive);

9.2.9              the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

9.2.10            there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010)


10.1                 Any notice required or permitted to be given under this Contract shall be sufficiently given to either party if sent in a legible form by first class or express registered post (“post”), electronic mail (“email”), facsimile transmission (“fax”) or by personal delivery, including courier delivery, to the postal address of the addressee within the United Kingdom last notified in writing to the sender.

10.2                 Any notice served shall be deemed to have been received in the case of:

10.2.1              delivery, two hours after the time of delivery to the address of the addressee, evidenced, where appropriate, by the courier's receipt duly counter-signed for or on behalf of the addressee;

10.2.2              fax, three hours after the time of despatch, evidenced by the relevant duly completed transmission report;

10.2.3              post, within the United Kingdom, 36 hours from midnight (24.00 hrs) on the date of posting, evidenced by the relevant proof of posting;

10.2.4              post, within the European Union (excluding the United Kingdom), 60 hours from midnight (24.00 hrs) on the date of posting, evidenced by the relevant proof of posting;

10.2.5              post, outside the European Union, 108 hours from midnight (24.00 hrs) on the date of posting, evidenced by the relevant proof of posting;


No delay, omission or failure by either of the parties to exercise any right or remedy shall operate as a waiver. Any partial exercise of a right or remedy shall not preclude any other or further exercise of any such right of action.


If any of the Clauses, Sub-Clauses or other provisions of this Contract are found by an arbiter, court or other competent authority to be void or unenforceable, such provision shall be deemed to be deleted from the Contract but the remaining provisions of the Contract shall continue in fill force and effect insofar as they are not affected by any such deletion.


The construction, validity and performance of this Agreement shall be governed by the Law of England and the parties submit to the exclusive jurisdiction of the English


Privacy Policy

The Company will use all reasonable endeavours to safeguard the privacy of visitors and customers to any of our websites – as per The Data Protection Act of 1998).

The following policy outlines the reasons for the collection of data and explains how the Company collect and process it.  If you have any questions concerning the collection, processing or storage of your personal information, please contact us by post or email using the contact details at the end of this policy document. The Company believe this information should only be used to help us provide you with a better service. That's why the Company has put a policy in place to protect your personal information.

1.                     The information that the Company stores  

1.1                   When you visit any one of our websites, you have the option to provide personal details (such as name, company name, and contact details) which will allow us to provide you with any services you request now or in the future. The Company may store information that you provide when you complete any forms on our site, or if you contact us with comments or specific requests. The company will not pass on any information that is collect without your express permission.

2.                     Why does the Company store such information?

2.1                   The Company is always looking to improve the services that are offer to visitors and customers and to make what the information provided as relevant as possible. Stored information about our visitors is therefore used for research. The Company may also at the time of your initial enquiry or at a later date, provide you with information and details of services via marketing communications. You have the opportunity to unsubscribe from receiving such information at any time.

3.                     Email

3.1                   You may receive email messages from the Company on specific issues that are considered to be of interest to you. For example, The Company may send you newsletters relating to company products, services and developments or information relating to a particular change or improvement to a service. If you wish to be removed from any of the Company’s mailing list, please use the 'Unsubscribe' tool in the email or contact us direct using the contact details at the end of this policy document.

4.                     Cookies

4.1                   The Privacy and Electronic Communications (EC Directive) (Amendment) Regulations 2011, requires that website visitors opt in to having their data collected by cookies. Cookies allow us to record data about user preferences on a web site and when analysed, help the Company provide you the best service.

Please be aware that the only information that is collect about the  users of the Company’s web site is through third party cookies from Google Analytics and YouTube.  This is done in the same way as many other websites you may visit.

YouTube cookies are present where you see videos embedded on our websites linked to YouTube.   You can read more about how it uses cookies on the YouTube support pages. When you visit a page containing such content, you may be presented with cookies from YouTube. Please be aware that that the Company does not have control over the dissemination of these cookies and you should check the relevant third party's website for more information.      

Google Analytics is an industry standard method of tracking visits to websites.  You can find more information about how it uses cookies on the Google Analyticssupport pages.  Google Analytics will tell us:

The Company cannot identify individuals through the Analytics data; it only provides us with information on trends and patterns of site use. If you wish to opt-out of Google Analytics cookies please visit

If you do not want a Cookie stored in your browser, you can change settings on your computer in order to disable them, however, please be aware that this may affect the functionality of the services that the Company provides and it cannot be held responsible for any errors produced from such a problem. The Help section of your browser will provide more information.

On your first visit to the Softdist website from August 2017 onwards you will be informed that the site uses cookies. By continuing to browse the sites the Company assume your consent to use the cookies detailed above.

5.                     Transfer of information outside of the UK  

5.1                   Our websites are hosted in the United Kingdom. All of your information details and other information collected will not be passed on by the Company to other persons outside the United Kingdom, unless you have been informed.

Acceptable Use Policy

In order to protect the Company, its customers, suppliers and the public, the Company enforce this ‘Acceptable Use Policy’. ‘Use’ means any transmission or storage of any signal or data that touches or traverses any Company equipment.  

The Company reserves the right to modify this Policy at any time, effective upon posting of the modified Policy to this URL. Any modifications to this Policy will be made when the Company feels it is appropriate and it is the User's responsibility to ensure their awareness of any such changes.

1.                     ILLEGAL USE

1.1                   TheCompany’s services may be used only for lawful purposes. Transmission, distribution or storage of any material in violation of any applicable law or regulation is prohibited. It should be noted that unlawful purposes includes civil as well as criminal law and that the applicable law may be any legal jurisdiction that a signal crosses.  

2.                     FAIR USE

2.1                   The Company’s services may be used to link into other networks worldwide; Use of these other networks shall conform to the acceptable use policies of these networks.  

2.2                   The Company’s services may only be used using Internet protocols and other standards specified by the Company.  

2.3                   Use may not circumvent user authentication or security of any host, network, or account (referred to as "cracking" or "hacking"), nor interfere with service to any user, host, or network (referred to as "denial of service attacks") including networks directly and indirectly connected to the Company.

2.4                   Use that disproportionately reduces the capacity of the Company’s services is prohibited. Where a Company service has designed contention between users, use that interferes with the fair use of a contended service by others is prohibited. Use of IP multicast other than by means provided and coordinated by the Company is likewise prohibited.

2.5                   Use that the Company, at its sole discretion, considers may be a precursor to a use that is prohibited. E.g. ‘port probing’ to ascertain the vulnerability of a system on the Internet is prohibited.

2.6                   You are prohibited from posting, transmitting or disseminating any information or software that contains a virus, Trojan horse, worm or other harmful program or that generates levels of traffic sufficient to impede others’ ability to send or retrieve information. Prohibited conduct under the Clause includes denial of service attacks or similarly disruptive transmissions, as well as transmissions containing other harmful or malicious features.

Failure by the Company to notice, or act on any unacceptable use, does not constitute a waiver of that policy.


3.                     SANCTIONS

3.1                   Where the Company, at its sole discretion, determines that use is not according to its acceptable use policy, the Company may restrict, suspend or terminate access to its services by the user, system, network or part thereof that is used in the commission of that use. Where the Company consider, at its sole discretion, use that may constitute an illegal use, it may refer the incident to the appropriate law enforcement agencies or relevant authorities. The Company will fully co-operate with investigations of suspected criminal violations or violation of systems or network security under the leadership of law enforcement or relevant authorities.

3.2                   The Customer hereby undertakes to indemnify and hold harmless the Company against any loss or damage suffered by the Company (including without limitation as a result of a third party claims) and against any expense, cost or other expenditure incurred by the Company (including without limitation legal fees) which arises directly or indirectly from the Customer’s breach of this Acceptable Use Policy.

This provides the general terms and conditions applicable to Customer’s purchase of Software and/or Support Services (“Service”) from Sotfdist Ltd.

For Assistance & Specification Call  0203 871 3001   Email   or Get in Touch Online