Please read these Terms and Conditions carefully. All contracts that the Provider may enter into from time to time shall be governed by these Terms and Conditions, and the Provider will ask the Client for the Client's express acceptance of these Terms and Conditions before providing to the Client.
1.1. In these Terms and Conditions:
2.1. The Contract shall come into force upon the Effective Date.
2.2. The Contract shall continue in force until the acceptance of the Deliverables in accordance with Clause 5, subject to termination in accordance with Clause 18.
2.3. Unless the parties expressly agree otherwise in writing, each Services Order Form shall create a distinct contract under these Terms and Conditions.
3.1. The Provider shall provide the Services to the Client in accordance with these Terms and Conditions.
4.1. The Provider shall deliver the Deliverables to the Client.
4.2. The Client must promptly, following receipt of a written request from the Provider to do so, provide written feedback to the Prodiver concerning the Provider's proposals, plans, designs and/or preparatory materials relating to the Deliverables and made available to the Client with that written request.
4.3. The Provider shall use reasonable endeavours to ensure that the Deliverables are delivered to the Client in accordance with the timetable set out in the Services Order Form.
4.4. The Provider warrants to the Client that the Deliverables will be free from material defects.
5.1. Within 10 Business Days following the delivery of Deliverables to the Client, the Client shall:
5.2. If the Client does not give to the Provider a notice under Clause 5.1, within the period referred to in Clause 5.1, then the Deliverables shall be deemed to meet the Acceptance Criteria.
5.3. If the Deliverables do not comply with the Acceptance Criteria and the Client notifies the Provider of the non-compliance in accordance with this Clause 5, the Provider will have a further period of no more than 20 Business Days to remedy the non-compliance, following which Client will repeat the review.
5.4. If the Deliverables do not meet the Acceptance Criteria at the time of a second (or subsequent) acceptance review under this Clause 5, then Provider shall be deemed in breach of the Contract.
5.5. If the Client accepts or is deemed to accept the Deliverables under this Clause 5, then subject to Clause 10.1 the Client will have no right to make any claim under or otherwise rely upon Clause 4.4 unless the Client could not reasonably have been expected to have identified the breach of that provision during the testing or review process.
6.1. The Provider hereby assigns to the Client all of its Intellectual Property Rights in the Deliverables, whether those Intellectual Property Rights exist on the Effective Date or come into existence during the Term, excluding the Intellectual Property Rights in the Client Materials and the Third Party Materials. This assignment is for the full term of the assigned rights, including all extensions, renewals, reversions and revivals, and includes the right to bring proceedings for past infringements of the assigned rights.
6.2. To the maximum extent permitted by applicable law:
7.1. The Client shall pay the Charges to the Provider in accordance with these Terms and Conditions.
7.2. All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Client to the Provider.
8.1. The Provider shall issue invoices for the Charges to the Client in advance of the delivery of the relevant Services to the Client.
8.2. The Client must pay the Charges to the Provider within the period of 7 Business Days following the issue of an invoice in accordance with this Clause 8.
8.3. The Client must pay the Charges by debit card or credit card (using such payment details as are notified by the Provider to the Client from time to time).
9.1. The Client warrants to the Provider that it has the legal right to disclose all Personal Data that it does in fact disclose to the Provider under or in connection with the Contract.
9.2. The Client shall only supply to the Provider, and the Provider shall only process, in each case under or in relation to the Contract, the Personal Data of the Client's officers, employees and contractors of the following types: contact details; and the Provider shall only process the Client Personal Data for the following purposes: contacting or sending the Deliverables to the data subject.
9.3. The Provider shall only process the Client Personal Data during the Term, subject to the other provisions of this Clause 9.
9.4. The Provider shall only process the Client Personal Data on the documented instructions of the Client (including with regard to transfers of the Client Personal Data to a third country under the Data Protection Laws), as set out in these Terms and Conditions or any other document agreed by the parties in writing.
9.5. Notwithstanding any other provision of the Contract, the Provider may process the Client Personal Data if and to the extent that the Provider is required to do so by applicable law. In such a case, the Provider shall inform the Client of the legal requirement before processing, unless that law prohibits such information.
9.6. The Provider shall ensure that persons authorised to process the Client Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
9.7. The Provider and the Client shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for the Client Personal Data.
9.8. The Provider must not engage any third party to process the Client Personal Data without the prior specific or general written authorisation of the Client. In the case of a general written authorisation, the Provider shall inform the Client at least 14 days in advance of any intended changes concerning the addition or replacement of any third party processor, and if the Client objects to any such changes before their implementation, then the Client may terminate the Contract on 7 days' written notice to the Provider, providing that such notice must be given within the period of 7 days following the date that the Provider informed the Client of the intended changes. The Provider shall ensure that each third party processor is subject to equivalent legal obligations as those imposed on the Provider by this Clause 9.
9.9. The Provider shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist the Client with the fulfilment of the Client's obligation to respond to requests exercising a data subject's rights under the Data Protection Laws.
9.10. The Provider shall assist the Client in ensuring compliance with the obligations relating to the security of processing of personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws. The Provider may charge the Client at its standard time-based charging rates for any work performed by the Provider at the request of the Client pursuant to this Clause 9.10.
9.11. The Provider shall make available to the Client all information necessary to demonstrate the compliance of the Provider with its obligations under this Clause 9. The Provider may charge the Client at its standard time-based charging rates for any work performed by the Provider at the request of the Client pursuant to this Clause 9.11, providing that no such charges shall be levied with respect to the completion by the Provider (at the reasonable request of the Client, not more than once per calendar year).
9.12. The Provider shall, at the choice of the Client, delete or return all of the Client Personal Data to the Client after the provision of services relating to the processing, and shall delete existing copies save to the extent that applicable law requires storage of the relevant Personal Data.
9.13. The Provider shall allow for and contribute to audits, including inspections, conducted by the Client or another auditor mandated by the Client in respect of the compliance of the Provider's processing of Client Personal Data with the Data Protection Laws and this Clause 9. The Provider may charge the Client at its standard time-based charging rates for any work performed by the Provider at the request of the Client pursuant to this Clause 9.13.
10.1. Nothing in these Terms and Conditions will:
10.2. The limitations and exclusions of liability set out in this Clause 10 and elsewhere in these Terms and Conditions:
10.3. The Provider will not be liable to the Client in respect of any losses arising out of a Force Majeure Event.
10.4. The Provider will not be liable to the Client in respect of any loss of profits or anticipated savings.
10.5. The Provider will not be liable to the Client in respect of any loss of revenue or income.
10.6. The Provider will not be liable to the Client in respect of any loss of use or production.
10.7. The Provider will not be liable to the Client in respect of any loss of business, contracts or opportunities.
10.8. The Provider will not be liable to the Client in respect of any loss or corruption of any data, database or software.
10.9. The Provider will not be liable to the Client in respect of any special, indirect or consequential loss or damage.
10.10. The liability of the Provider to the Client under the Contract in respect of any event or series of related events shall not exceed the total amount paid and payable by the Client to the Provider under the Contract in the 12 month period preceding the commencement of the event or events.
10.11. The aggregate liability of the Provider to the Client under the Contract shall not exceed the total amount paid and payable by the Client to the Provider under the Contract.
11.1. Either party may terminate the Contract by giving to the other party not less than 30 days' written notice of termination.
11.2. Either party may terminate the Contract immediately by giving written notice of termination to the other party if:
11.3. Subject to applicable law, either party may terminate the Contract immediately by giving written notice of termination to the other party if:
12.1. Upon the termination of the Contract, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 5.5, 6.1, 8.2, 9, 10, 12 and 14.
12.2. Except to the extent expressly provided otherwise in these Terms and Conditions, the termination of the Contract shall not affect the accrued rights of either party.
13.1. Subject to any express restrictions elsewhere in these Terms and Conditions, the Provider may subcontract any of its obligations under the Contract.
14.1. If any provision of the Contract is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Contract will continue in effect.
14.2. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
14.3. The Contract shall be governed by and construed in accordance with English law.
14.4. The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Contract.