1. Interpretation

1.1 Definitions:

• Business Day: A day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business.
• Charges: The charges payable by the Customer for the supply of the Services by the Supplier, as set out in the Order Form.
• Conditions: These terms and conditions set out from clause 1 (Interpretation) to clause 9 (General) (inclusive).
• Contract: The contract between the Customer and the Supplier for the supply of the Services in accordance with the Order Form and these Conditions.
• Control: Has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression "change of control" shall be construed accordingly.
• Data Protection Laws: The UK Data Protection Legislation and any other European Union legislation relating to personal data, and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).
• Deliverables: All documents, products, and materials developed by the Supplier or its agents, subcontractors, and personnel as part of or in relation to the Services in any form, including without limitation computer programs, data, reports, and specifications (including drafts) set out in the Order Form.
• Intellectual Property Rights: Any and all intellectual property rights, whether registered or unregistered, including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
• Privacy Policy: The Supplier’s privacy policy in force from time to time.
• Services: The services, including without limitation any Deliverables, to be provided by the Supplier pursuant to the Contract.
• Services Start Date: The day on which the Supplier is to start the provision of the Services, as set out in the Order Form.
• Supplier IPRs: All Intellectual Property Rights subsisting in the Deliverables excluding any Customer Materials incorporated in them.
• UK Data Protection Legislation: All applicable data protection and privacy legislation in force from time to time in the UK, including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive (2002/58/EC) (as updated by Directive 2009/136/EC); and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

1.2 Interpretation:

• A reference to a statute or statutory provision is a reference to it as amended, extended, or re-enacted from time to time. A reference to a statute or statutory provision includes any subordinate legislation made from time to time under that statute or statutory provision.
• Any words following the terms "including", "include", "in particular", "for example", or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase, or term preceding those terms.
• A reference to "writing" or "written" includes email but not fax.

2. Commencement and Term

The Contract shall commence on the date when it has been signed by both parties and shall continue, unless terminated earlier in accordance with its terms, until either party gives to the other not less than one week's written notice to terminate, expiring on or after the first anniversary of the Services Start Date.

3. Supply of Services

• 3.1 The Supplier shall supply the Services to the Customer from the Services Start Date in accordance with the Contract.
• 3.2 In supplying the Services, the Supplier shall:
• Perform the Services with reasonable care and skill; and
• Observe all reasonable health and safety rules and regulations and security requirements that apply at any of the Customer’s premises and have been communicated to the Supplier, provided that the Supplier shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its obligations under the Contract.

4. Customer’s Obligations

• 4.1 The Customer shall:
• Co-operate with the Supplier in all matters relating to the Services;
• Provide, for the Supplier, its agents, subcontractors, consultants, and employees, in a timely manner and at no charge, access to the Customer’s premises, office accommodation, data, and other facilities as required by the Supplier;
• Provide, in a timely manner, such information as the Supplier may require, and ensure that it is accurate and complete in all material respects; and
• Comply with the Supplier’s Privacy Policy and any Data Protection Laws (such compliance shall be determinable by the Supplier) and shall indemnify in full the Supplier in the event of any breach relating to the same.
• 4.2 If the Supplier’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants, or employees, the Supplier shall:
• Not be liable for any costs, charges, or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay;
• Be entitled to payment of the Charges despite any such prevention or delay; and
• Be entitled to recover any additional costs, charges, or losses the Supplier sustains or incurs that arise directly or indirectly from such prevention or delay.

5. Intellectual Property

• 5.1 The Supplier and its licensors shall retain ownership of all Supplier IPRs. The Customer and its licensors shall retain ownership of all Intellectual Property Rights in the Customer Materials.
• 5.2 The Supplier grants the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free, licence to copy [and modify] the Supplier IPRs for the purpose of receiving and using the Services and the Deliverables in the Customer’s business during the term of the Contract.
• 5.3 The Customer grants the Supplier a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence to copy and modify the Customer Materials for the term of the Contract for the purpose of providing the Services to the Customer in accordance with the Contract.

6. Charges and Payment

• 6.1 In consideration for the provision of the Services, the Customer shall pay the Supplier the Charges in accordance with the terms set out in the Order Form and this clause 6.
• 6.2 All amounts due under the Contract from the Customer to the Supplier shall be paid in full without any set-off, counterclaim, deduction, or withholding (other than any deduction or withholding of tax as required by law).

7. Limitation of Liability

• 7.1 References to liability in this clause 7 include every kind of liability arising under or in connection with the Contract, including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution, or otherwise.
• 7.2 Nothing in this clause 7 shall limit the Customer’s payment obligations under the Contract.
• 7.3 Nothing in the agreement shall limit the Customer’s liability under the Contract.
• 7.4 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
• Death or personal injury caused by negligence;
• Fraud or fraudulent misrepresentation; and
• Breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
• 7.5 Subject to clauses 7.3 and 7.4, the Supplier’s total liability to the Customer for all loss or damage shall not exceed £2,000 or 1% of the total value of the Contract (whichever is the lesser).
• 7.6 Subject to clauses 7.3 and 7.4, this clause 7.7 sets out the types of loss that are wholly excluded:
• Loss of profits;
• Loss of sales or business;
• Loss of agreements or contracts;
• Loss of anticipated savings;
• Loss of use or corruption of software, data, or information;
• Loss of or damage to goodwill; and
• Indirect or consequential loss.
• 7.7 The Supplier has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3, 4, and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
• 7.8 Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire one month from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

8. Termination

• 8.1 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:
• The Customer commits a breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 3 days after being notified to do so;
• The other party takes any step or action in connection with its entering administration, provisional liquidation, or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets, or ceasing to carry on business;
• The other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
• The other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
• 8.2 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
• 8.3 On termination of the Contract for whatever reason:
• 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 been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt;
• Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect; and
• Termination of the Contract shall not affect any of the rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

9. General

9.1 Force Majeure

Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure results from events, circumstances, or causes beyond its reasonable control.

9.2 Assignment and Other Dealings

• 9.2.1 The Customer shall not assign, transfer, charge, subcontract, declare a trust over, or deal in any other manner with any or all of its rights and obligations under the Contract without the Supplier’s prior written consent.
• 9.2.2 The Supplier may at any time assign, transfer, charge, subcontract, declare a trust over, or deal in any other manner with any or all of its rights under the Contract.

9.3 Confidentiality

• 9.3.1 Each party undertakes that it shall not at any time, and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients, or suppliers of the other party, except as permitted by clause 9.3.
• 9.3.2 Each party may disclose the other party’s confidential information:
• To its employees, officers, representatives, contractors, subcontractors, or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors, or advisers to whom it discloses the other party’s confidential information comply with this clause 9.3; and
• As may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.
• 9.3.3 Neither party shall use any other party’s confidential information for any purpose other than to perform its obligations under the Contract.

9.4 Entire Agreement

• 9.4.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.
• 9.4.2 Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.

9.5 Variation

No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

9.6 Waiver

• 9.6.1 A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
• 9.6.2 A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

9.7 Severance

If any provision or part-provision of the Contract is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 9.7 shall not affect the validity and enforceability of the rest of the Contract.

9.8 Notices

Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).

10. Third Party Rights

The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

10.1 Governing Law

The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with, the law of England and Wales.

10.2 Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter.