Terms and Conditions
1.1 The definitions and rules of interpretation in this clause apply in these conditions.
“Contract”: the Customer’s order and the Supplier’s acceptance of it in accordance with condition 3.3.
“Customer”: the person, firm or company who purchases Goods or Services from the Supplier.
“Goods”: the Goods agreed in the Contract to be purchased by the Customer from the Supplier (including any part or parts of it).
“Intellectual Property Rights”: patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including without limitation know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
“Services”: the services to be provided under the Contract
“Software”: any operating system installed on the Goods.
“Supplier”: Cloud Systems Limited or any of its subsidiaries.
“VAT”: value added tax chargeable under English law for the time being and any similar additional tax.
1.2 Condition headings do not affect the interpretation of these conditions.
1.3 A reference to a law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
2. Application of conditions
2.1 These conditions shall:
(a) apply to and be incorporated in the Contract; and
(b) prevail over any inconsistent terms or conditions contained in or referred to in the Customer’s purchase order, confirmation of order, or specification, or implied by law, trade custom, practice or course of dealing.
2.2 No addition to, variation of, exclusion or attempted exclusion of any term of the Contract shall be binding on the Supplier unless in writing and signed by a duly authorised representative of the Supplier.
3. Basis of sale
3.1 Any quotation is valid for a period of 30 days only, and the Supplier may withdraw it at any time by notice to the Customer.
3.2 Each order or acceptance of a quotation for Goods or Services by the Customer shall be deemed to be an offer by the Customer subject to these conditions. The Customer shall ensure that its order is complete and accurate.
3.3 A binding contract shall not come into existence between the Supplier and the Customer unless and until the Supplier issues a written order acknowledgement to the Customer, or the Supplier delivers the Goods or Services to the Customer (whichever occurs earlier).
3.4 The Supplier may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the applicable Contract. Each instalment shall be a separate Contract and no cancellation or termination by either party of any one Contract relating to an instalment shall entitle the Customer to repudiate or cancel any other Contract or instalment.
3.5 No order which has been acknowledged by the Supplier may be cancelled by the Customer, except with the agreement in writing of the Supplier and provided that the Customer indemnifies the Supplier in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Supplier as a result of cancellation.
4. Quantity and description
4.1 The quantity and specification of the Goods or Services to be provided shall be as set out in the Supplier’s acknowledgement of order or (if there is no acknowledgment of order) quotation.
4.2 All samples, drawings, descriptive matter, specifications and advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s catalogues or brochures are issued or published for illustrative purposes only and they do not form part of the Contract.
4.3 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 Supplier shall be subject to correction without any liability on the part of the Supplier.
4.4 The Supplier reserves the right (but does not assume the obligation) to make any changes in the specification of the Goods which are required to conform with any applicable legislation or, where the Goods are to be supplied to the Customer’s specification, which do not materially affect their quality or performance. Where the Supplier is not the manufacturer of the Goods, the Supplier shall use reasonable endeavours to transfer to the Customer the benefit of any warranty or guarantee given by the manufacturer to the Supplier.
5. Customer’s Obligations
5.1 The Customer shall:
(a) co-operate with the Supplier in all matters relating to the Services;
(b) provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s premise and other facilities as reasonably required by the Supplier;
(c) provide the Supplier with such information and materials as the Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;
(d) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start.
5.2 If the Supplier’s performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”):
(a) the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 5.2.
6. Change Control
6.1 If either party wishes to change the scope of the Services, it shall submit details of the requested change to the other in writing.
6.2 If either party requests a change to the scope or execution of the Services, the Supplier shall, within a reasonable time, provide a written estimate to the Customer of:
(a) the likely time required to implement the change;
(b) any variations to the Supplier’s charges arising from the change;
(c) the likely effect of the change on the Services; and
(d) any other impact of the change on the terms of the Contract.
6.3 If the Supplier requests a change to the scope of the Services, the Customer shall not unreasonably withhold or delay consent to it.
6.4 If the Customer wishes the Supplier to proceed with the change, the Supplier has no obligation to do so unless and until the parties have agreed in writing on the necessary variations to its charges, the Services and any other relevant terms of the Contract.
7.1 All prices shall be as stated in the Supplier’s current Price List in effect from time to time . All prices are exclusive of delivery, packaging, packing, shipping, carriage, insurance, VAT and other charges and duties.
7.2 The price for the Goods is based on the rate prevailing at the date of the Supplier’s Price List and the Supplier may increase the price to cover any increases due to market conditions (including, but not limited to, increases in foreign exchange rates relating to the Goods, or in labour, materials, supply or transportation costs) which affect the Supplier at the date of delivery.
7.3 The price of the Goods and/ or Services shall be the Supplier’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Supplier’s Price List or daily fee rate current at the date of acceptance of the order.
7.4 The Supplier reserves the right, by giving notice to the Customer at any time before delivery, to increase the price of such of the Goods as has not been delivered to reflect any increase in the cost to the Supplier which is due to any factor beyond the control of the Supplier (including any foreign exchange fluctuation, currency regulation, alteration of duties, change in legislation, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate information or instructions.
8.1 Subject to any special terms agreed in writing between the Customer and the Supplier, the Supplier may invoice the Customer for the price of the Goods on or at any time after delivery of the Goods, or on or at any time after performance of the Services.
8.2 If the Customer fails to take delivery of the Goods the Supplier shall be entitled to invoice the Customer for the price at any time after the Supplier has notified the Customer that the Goods are ready for collection.
8.3 The terms of payment shall be as stated on the Supplier’s invoice, whether or not delivery has taken place or title in the Goods has passed to the Customer.
8.4 Time for payment of the price shall be of the essence of the Contract.
8.5 The Supplier may, without prejudice to any other rights it may have, set off any liability of the Customer to the Supplier against any liability of the Supplier to the Customer.
8.6 Where payment is made by Direct Debit, payment shall be taken 5 working days prior to the due date as a result of the increased processing time.
8.7 If the Customer fails to make payment in full on the due date, the whole of the balance of the price of the Goods or Services then outstanding shall become immediately due and payable and, without prejudice to any other right or remedy available to the Supplier, the Supplier may:
(a) terminate the Contract or suspend any further deliveries of Goods (whether ordered under the same contract or not) to the Customer or suspend performance of the Services;
(b) appropriate any payment made by the Customer to such of the Goods (or the Goods supplied under any other contract between the Customer and the Supplier) as it thinks fit (despite any purported appropriation by the Customer);
(c) charge interest on the amount outstanding from the due date to the date of receipt by the Supplier (whether or not after judgment), at the annual rate of 4% above the base lending rate from time to time of Lloyds Bank, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment. The Supplier reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and
(d) suspend all further manufacture, delivery, installation or warranty service until payment has been made in full.
8.8 All sums payable to the Supplier under the Contract shall become due immediately on its termination, despite any other provision of the Contract. This condition 8.6 is without prejudice to any right to claim for interest under the law, or any right under the Contract.
8.9 The Supplier may, without prejudice to any other rights it may have, set off any liability of the Customer to the Supplier against any liability of the Supplier to the Customer.
9. Delivery of Goods and acceptance
9.1 Unless otherwise expressly agreed in writing, any delivery or performance dates specified by the Supplier are approximate only and time is not of the essence for delivery or performance.
9.2 The Customer shall be responsible (at the Customer’s cost) for preparing the delivery location for the delivery of the Goods and for the provision of all necessary access and facilities reasonably required to deliver and install the Goods. If the Supplier is prevented from carrying out delivery or installation on the specified date because no such preparation has been carried out, the Supplier may levy additional charges to recover its loss arising from this event.
9.3 The Customer shall be deemed to have accepted the Goods when the Customer has had  days to inspect it after delivery and has not exercised in writing its right of rejection in accordance with condition 13.
9.4 [The Supplier shall be responsible for any damage, shortage or loss in transit, provided that the Customer notifies it to the Supplier (or its carrier, if applicable) within 2 days of delivery or the proposed delivery date of the Goods and that the Goods have been handled in accordance with the Supplier’s stipulations.] Any remedy under this condition 9.5 shall be limited, at the option of the Supplier, to the replacement or repair of any Goods which are proven to the Supplier’s satisfaction to have been lost or damaged in transit.
10. Risk and property
10.1 The Goods shall be at the risk of the Supplier until delivery to the Customer at the place of delivery either specified in the Supplier’s acknowledgement of order or otherwise confirmed in writing. The Supplier shall off-load the Goods at the Customer’s risk.
10.2 Ownership of the Goods shall pass to the Customer on the later of completion of delivery (including off-loading), or when the Supplier has received in full in cleared funds all sums due to it in respect of:
(a) the Goods; and
(b) all other sums which are or which become due to the Supplier from the Customer on any account.
10.3 Until ownership of the Goods has passed to the Customer under condition 10.2, the Customer shall:
(a) hold the Goods on a fiduciary basis as the Supplier’s bailee;
(b) store the Goods (at no cost to the Supplier) in satisfactory conditions and separately from all the Customer’s other Goods or those of a third party, so that they remain readily identifiable as the Supplier’s property;
(c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
(d) keep the Goods insured on the Supplier’s behalf for their full price against all risks to the reasonable satisfaction of the Supplier, and hold the proceeds of such insurance on trust for the Supplier and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.
10.4 The Customer’s right to possession of the Goods before ownership has passed to it shall terminate immediately if any of the circumstances set out in condition 17 arise or if the Customer encumbers or in any way charges the Goods, or if the Customer fails to make any payment to the Supplier on the due date.
10.5 The Customer grants the Supplier, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or where the Customer’s right to possession has terminated, to remove them. All costs incurred by the Supplier in repossessing the Goods shall be borne by the Customer.
10.6 On termination of the Contract for any reason, the Supplier’s (but not the Customer’s) rights in this condition 10 shall remain in effect.
10.7 The Supplier may appropriate payments by the Customer to such Goods as it thinks fit, notwithstanding any purported appropriation by the Customer to the contrary, and may make such appropriation at any time.
11.1 Each party (“the Receiving Party”) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to it by the other party (“the Disclosing Party”) or its employees or agents, and any other confidential information concerning the Disclosing Party’s business or its products which the Receiving Party may obtain.
12. Software licence
12.1 If the Supplier refers to a software licence in the acknowledgment of order, the price of the Goods includes the licence fee for the Customer’s right to use the Software.
12.2 If the Customer is provided with any operating system software licence in respect of the Software, the Customer shall sign and return it to the Supplier within seven days of installation of the software, unless the licence has been supplied on a “shrink-wrap” or “click-wrap” basis.
12.3 If no software licence has been provided to the Customer, the Customer hereby accepts a non-exclusive, non-transferable licence to use the Software on the following conditions:
(a) the Customer shall not copy (except to the extent permissible under applicable law or for normal operation of the Goods), reproduce, translate, adapt, vary or modify the software, nor communicate it to any third party, without Supplier’s prior written consent;
(b) the Customer shall not use the Software on any Goods other than the Goods, and shall not remove, adapt or otherwise tamper with any copyright notice, legend or logo which appears in or on the Software on the medium on which it resides;
(c) such licence shall be terminable by either party 28 days’ written notice, provided that the Supplier terminates only if the continued use or possession of the Software by the Customer infringes the developer’s or a third party’s rights, or the Supplier is compelled to do so by law, or if the Customer has failed to comply with any term of the Contract; and
(d) on or before the expiry of this licence, the Customer shall return to the Supplier all copies of the Software in its possession.
13.1 The Supplier warrants to the Customer that:
(a) the Services will be provided with reasonable care and skill;
(b) the Goods are free from defects of workmanship and materials. The Supplier undertakes (subject to the remainder of this condition 13), at its option, to repair or replace Goods (other than consumable items) which are found to be defective as a result of faulty materials or workmanship within  months of delivery and installation.
13.2 The Supplier shall not be liable for a breach of the warranty contained in condition 13.1 unless:
(a) the Customer gives written notice of the defect to the Supplier within [3 ] days of the time when the Customer discovers or ought to have discovered the defect; and
(b) after receiving the notice, the Supplier is given a reasonable opportunity of examining such Goods and the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the [Customer’s] cost for the examination to take place there.
13.3 The Supplier shall not be liable for a breach of the warranty in condition 13.1 if:
(a) the Customer makes any use of Goods in respect of which it has given written notice under condition 13.2(a); or
(b) the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or
(c) the Customer alters or repairs the relevant Goods without the written consent of the Supplier.
13.4 Any repaired or replacement Goods shall be under warranty for the unexpired portion of the 12 month period.
13.5 The Supplier shall not be liable for any damage or defect to the Goods caused by improper use of the Goods or use outside its normal application.
14.1 The Supplier shall not be liable for any non-delivery of Goods (even if caused by the Supplier’s negligence) unless the Customer notifies the Supplier in writing of the failure to deliver within  days after the scheduled delivery date.
14.2 Any liability of the Supplier for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata contract rate against any invoice raised for such Goods.
14.3 If the Supplier’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer (other than by reason of a Force Majeure Event under condition 19), the Customer shall be liable to pay to the Supplier all reasonable costs, charges or losses sustained by it as a result, subject to the Supplier notifying the Customer in writing of any such claim it might have against the Customer in this respect.
14.4 In the event of any claim by the Customer under the warranty given in condition 13.1, the Customer shall notify the Supplier in writing of the alleged defect. The Supplier shall have the option of testing or inspecting the Goods at its current location or moving them to the Supplier’s premises (or those its agent or sub-contractor) at the cost of the Customer.
15. Limitation of liability
15.1 The following provisions set out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
(a) any breach of the Contract; and
(b) any representation, statement or tortious act or omission (including negligence) arising out of or in connection with the Contract.
15.2 All warranties, conditions and other terms implied by statute or common law are excluded from the Contract to the fullest extent permitted by law.
15.3 Nothing in these conditions excludes or limits the liability of the Supplier for:
(a) death or personal injury caused by the Supplier’s negligence; or
(b) fraud or fraudulent misrepresentation.
15.4 Subject to condition 15.1 and condition 15.2:
(a) the Supplier shall not be liable, whether in tort (including for [negligence or] breach of statutory duty), contract, misrepresentation or otherwise for:
(i) loss of profits; or
(ii) loss of business; or
(iii) depletion of goodwill or similar losses; or
(iv) loss of anticipated savings; or
(v) loss of goods; or
(vi) loss of contract; or
(vii) loss of use; or
(viii) loss or corruption of data or information; or
(ix) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
(b) the Supplier’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to £1,000,000.00.
16. Intellectual Property Rights
16.1 If the Supplier manufactures the Goods, or applies any process to them, in accordance with a specification submitted or prepared by the Customer or any other information provided by the Customer, the Customer shall indemnify and keep indemnified the Supplier against all losses, damages, costs, claims, demands, liabilities and expenses (including without limitation consequential losses, loss of profit and loss of reputation, and all interest, penalties and legal and other professional costs and expenses) awarded against or incurred by the Supplier in connection with, or paid or agreed to be paid by the Supplier in settlement of, any claim for infringement of any third party Intellectual Property Rights which results from the Supplier’s use of the Customer’s specification or such other information. The indemnity shall apply whether or not the Customer has been negligent or at fault and does not limit any further compensation rights of the Supplier.
16.2 The Customer acknowledges that all Intellectual Property Rights used by or subsisting in, or arising out of the Goods or Services are and shall remain the sole property of the Supplier or (as the case may be) third party rights, owner.
16.3 The Supplier shall retain the property and copyright in all documents supplied to the Customer in connection with the Contract and it shall be a condition of such supply that the contents of such documents shall not be communicated either directly or indirectly to any other person, firm or company without the prior written consent of the Supplier.
16.4 The Supplier’s Intellectual Property Rights in and relating to the Goods and Services shall remain the exclusive property of the Supplier, and the Customer shall not at any time make any unauthorised use of such Intellectual Property Rights, nor authorise or permit any of its agents or contractors or any other person to do so.
16.5 In relation to the Software:
(a) the Customer acknowledges that it is buying only the media on which the software is recorded and the accompanying user manuals;
(b) nothing contained in these conditions shall be construed as an assignment of any Intellectual Property Rights in the Software or user manuals; and
17.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing of the breach;
(b) an order is made or a resolution is passed for the winding up of the Customer, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the Customer; or
(c) an order is made for the appointment of an administrator to manage the affairs, business and property of the Customer, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the Customer, or notice of intention to appoint an administrator is given by the Customer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
(d) a receiver is appointed of any of the Customer’s assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the Customer, or if any other person takes possession of or sells the Customer’s assets; or
(e) the Customer makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way, or becomes bankrupt; or
(f) the Customer ceases, or threatens to cease, to trade; or
(g) the Customer takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.
17.2 Without limiting its other rights or remedies, the Supplier may terminate the Contract:
(a) by giving the Customer  months’ written notice;
(b) with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.
17.3 The Customer may terminate the Contract by giving the Supplier not less than 3 months’ written notice.
17.4 Without limiting its other rights or remedies, the Supplier shall have the right to suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 17.1(b) to clause 17.1(g), or the Supplier reasonably believes that the Customer is about to become subject to any of them.
17.5 Termination of the Contract, however arising, shall not affect or prejudice the accrued rights of the parties as at termination or the continuation of any provision expressly stated to survive or implicitly surviving termination.
18. Consequences Of Termination
18.1 On termination of the Contract for any reason:
(a) the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
(b) the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
(c) clauses which expressly or by implication have effect after termination shall continue in full force and effect.
19. Force majeure
19.1 For the purposes of this Contract, a Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the party or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
19.2 The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
19.3 If the Force Majeure Event prevents the Supplier from providing any of the Services and/or Goods for more than 12 weeks, either party shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the other party.
20.1 A waiver of any right under the Contract is only effective if it is in writing and signed by or on behalf of the waiving party, and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.
20.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
If any provision of this agreement (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
22. Status of pre-contractual statements
Each of the parties acknowledges and agrees that in entering into the Contract it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement other than as expressly set out in the Contract.
23.1 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
24. The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
25. Third party rights
The Contract is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns, and is not intended to benefit, or be enforceable by, anyone else.
Any notice required to be given pursuant to this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the address of the party as set out in these conditions, or such other address as may be notified by one party to the other. A notice delivered by hand is deemed to have been received when delivered (or, if delivery is not in business hours, 9.00 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.
27. Governing law and jurisdiction
27.1 The Contract and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the law of England.
27.2 The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).