Contract Terms and Conditions

2. Term

The Contract starts on the Effective Date and shall continue in line with the Contract Details. 

3. Supply of services

3.1 The Supplier shall provide the Services to the Customer from the Effective Date in all
material respects and in accordance with the Contract.
3.2 In supplying the Services, the Supplier shall:
(a) perform the Services with reasonable care and skill;
(b) use reasonable endeavours to meet any performance dates specified in the Contract
acknowledging that such dates are estimates only and time is not of the essence for the
performance of any of the Supplier's obligations;
(c) comply with all Applicable Laws and Policies provided that the Supplier shall not be liable
for any breach of its other obligations under the Contract which result from such compliance;
and
(d) use reasonable endeavours to ensure its personnel observe all reasonable health and
safety and security requirements applicable at any of the Customer's premises, where such
requirements have been communicated to the Supplier in advance in writing. The Supplier
shall not be liable for any breach of its other obligations under the Contract resulting from
compliance with these requirements.

4. Customer's obligations

4.1 The Customer shall:
(a) co-operate with the Supplier in all matters relating to the Services;
(b) provide the Supplier and its subcontractors, in a timely manner, with access to the
Customer's premises and other facilities as reasonably required by the Supplier for the
performance of the Services, including but not limited to systems and digital infrastructure;
(c) provide the Supplier, in a timely manner, with all information and materials as the
Supplier may reasonably require to provide the Services and ensure that they are accurate
and complete; and
(d) comply with all Applicable Laws in its performance of the Contract.
4.2 To the extent that the Supplier's performance of its obligations under the Contract is
prevented or delayed by any act or omission of the Customer or any of its agents, consultants
or other suppliers (Excusing Cause), the Supplier shall not be in breach of the Contract nor
liable for any Losses incurred by the Customer as a result of its performance being prevented
or delayed. Without prejudice to any other right or remedy it may have, the Supplier shall be:
(a) allowed an extension of time to perform its obligations equal to the delay caused by the
Excusing Cause;
(b) entitled to payment of the Charges despite its performance being prevented or delayed;
and
(c) entitled to recover any Losses, including additional costs, incurred as a result of the
Excusing Cause.

5. Data protection

Each party shall comply with its data protection obligations set out in Schedule 2.

6. Intellectual property

6.1 The Supplier and its licensors shall retain ownership of all Intellectual Property Rights in the
Deliverables until full and final payment has been received by the Supplier of all Charges
attributable to the Services and Deliverables to which those Intellectual Property Rights relate,
excluding any Customer Materials contained within them.
6.2 Upon receipt of such full and final payment, the Supplier hereby assigns to the Customer,
by way of present assignment of future rights, all right, title and interest in and to the Intellectual
Property Rights in the Deliverables (excluding Third Party Materials and Customer Materials),
with full title guarantee.
6.3 To the extent that any such Intellectual Property Rights do not vest automatically in the
Customer, the Supplier shall hold them on trust for the Customer and shall promptly execute all
documents and do all acts reasonably required to give effect to this assignment.
6.4 Prior to the assignment of Intellectual Property Rights in accordance with clause 6.1, and
subject to the Supplier receiving payment of all Charges due and payable, the Supplier grants
to the Customer a non-exclusive, royalty-free, non-transferable (except in accordance with
clause 10.2) licence to use, copy and modify the Deliverables for the purpose of receiving and
using the Services and Deliverables in the Customer’s business. Prior to the assignment under
clause 6.1, the Customer may sublicense the rights granted in clause 6.2:
(a) to its Affiliates and customers; and
(b) other third parties with the Supplier's prior written consent.
6.5 The Customer acknowledges that the Supplier may need to include materials belonging to
third parties which cannot be licensed on the terms of clause 6.2 (Third Party Materials) within
the Deliverables. The Supplier shall grant to the Customer a licence (at the Customer's cost) to
use any Third Party Materials included in the Deliverables on the terms permitted by the third
party. The Customer shall comply with the terms (including any usage restrictions) that apply to
the Third Party Materials and which have been provided to the Customer in writing. The
Supplier's liability in relation to Third Party Materials shall be limited to the liability accepted by
the third party under the relevant licence agreement. For the avoidance of doubt, no Intellectual
Property Rights in Third Party Materials shall transfer to the Customer under this Agreement.
6.6 The Customer and its licensors shall retain ownership of all Intellectual Property Rights in
the Customer Materials. The Customer grants the Supplier a non-exclusive, royalty-free licence
to use, copy and modify the Customer Materials during the term of the Contract for the purpose
of providing the Services to the Customer. The Supplier may grant sublicences of the Customer
Materials to its subcontractors and other suppliers where necessary for the performance of the
Services.
6.7 The Supplier shall indemnify the Customer against all sums awarded against the Customer
by a court as a result of any claim that the supply, receipt or use of any of the Deliverables
infringes the Intellectual Property Rights of any third party. The Supplier shall not be liable
under this indemnity to the extent that the actual or alleged infringement arises from:
(a) any changes made to the Deliverables without the Supplier's prior written consent (not to
be unreasonably withheld);
(b) instructions, information or materials provided by the Customer for the development of
the Deliverables; or
(c) the use of the Deliverables for a purpose or in a manner not authorised by the Supplier or
the failure of the Customer to adhere to the Supplier's reasonable instructions for the use of
the Deliverables.
6.8 The Customer shall indemnify the Supplier against all sums awarded against the Supplier
by a court as a result of any claim that the supply, receipt or use of the Customer Materials
infringes the Intellectual Property Rights of any third party. The Customer shall not be liable
under this indemnity to the extent that the actual or alleged infringement arises from the use of
the Customer Materials for a purpose or in a manner not authorised by the Customer.

7. Charges and payment

7.1 In consideration for the provision of the Services, the Customer shall pay the Supplier the
Charges in accordance with this clause 7.
7.2 All sums payable by the Customer exclude amounts in respect of value added tax (VAT).
The Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier any
additional amounts in respect of VAT as are chargeable on those sums.
7.3 Unless stated otherwise in the Statement of Work, the Supplier shall invoice the Customer
for the Charges at the end of each month for Services performed in that month. All invoices
supplied by the Supplier shall contain the relevant purchase order number and details of the
type and quantity of Services supplied
7.4 The Supplier shall invoice the Customer monthly in arrears for Expenses and Third Party
Costs.
7.5 The Customer shall pay each invoice submitted to it by the Supplier within 30 days of the
invoice date to a bank account nominated in writing by the Supplier.
7.6 Without prejudice to any other right or remedy that the Supplier may have, if the Customer
fails to pay any sum due to the Supplier under the Contract by the due date:
(a) the Customer shall pay interest on the overdue sum from the due date until payment of
the overdue sum, whether before or after judgment. Interest under this clause will accrue
each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a
year for any period when that base rate is below 0%; and
(b) the Supplier may suspend all or part of the Services until payment has been made in full.
7.7 If the Customer wishes to query any part of an invoice, it must do so within 14 days of the
invoice date. The Supplier shall respond within 7 days of receiving the query. If no resolution is
reached, the Customer shall pay the invoice in full as due. Any agreed reimbursement will be
made by credit note or refund.
7.8 All undisputed amounts due under the Contract from the Customer to the Supplier shall be
paid in full save where the Customer shall be permitted to set-off any sums which the Customer
is owed by the Supplier arising under this contract or otherwise.
7.9 The Supplier may, no more than once in any period of twelve (12) months, review the
Charges and propose an increase to the Charges by giving the Client written notice (a Charges
Review Notice).
7.10 The Client shall have thirty (30) days from receipt of a Charges Review Notice to notify the
Supplier in writing whether it accepts or objects to the proposed increase.
7.11 Where the Client accepts the proposed increase (or fails to object within the thirty (30) day
period), the revised Charges shall take effect from the expiry of that thirty (30) day period.
7.12 Where the Client objects to the proposed increase within the thirty (30) day period, this
Agreement shall terminate in accordance with the termination provisions set out in the
applicable Statement of Work.
7.13 Pending termination following an objection, the Supplier shall continue to provide the
Services and the Client shall pay for such Services at the Charges most recently agreed
between the parties, and no increased Charges shall apply during that period.
7.14 Without prejudice to the Supplier’s right to review the Charges in accordance with clause
7.9, where the Supplier incurs material additional costs or charges in connection with the
provision of the Services which were not reasonably foreseeable at the Effective Date and
which are outside the Supplier’s reasonable control, the Supplier may propose a corresponding
increase to the Charges.
7.15 Any proposed increase under this clause shall be notified to the Client in writing and shall
be subject to the same acceptance, objection and termination process set out in clause 7.9,
and no such increase shall take effect unless and until accepted by the Client in accordance
with that clause.
7.16 Pending any termination following an objection, the Services shall continue to be provided
and paid for at the Charges most recently agreed between the parties.

8. Limitation of liability

8.1 Nothing in the Contract limits or excludes (i) liability for deliberate default, (ii) liability for
death or personal injury caused by negligence, (iii) liability for fraud or fraudulent
misrepresentation, (iv) liability for breach of the terms implied by section 2 of the Supply of
Goods and Services Act 1982 or (v) any liability that cannot legally be limited.
8.2 Subject to clause 8.1, each party's total liability:
(a) under the indemnity it gives in clause 6 shall not exceed £500,000
(b) for breaches occurring in any contract year under Schedule 2 shall not exceed £500,000;
and
(c) for all other loss or damage arising from defaults occurring within any contract year shall
not exceed the greater of £100,000 and 100% of the Charges paid or payable to the
Supplier under the Contract in that contract year.
8.3 Subject to clause 8.1, neither party shall have any liability for loss of profits (including loss
of anticipated savings), loss of business or business opportunity, loss of use or corruption of
software, data or information, loss of or damage to goodwill or indirect or consequential loss.
8.4 Subject to clause 8.1, all conditions, warranties, representations or other terms that might
otherwise be implied into this agreement by statute, common law or otherwise are excluded
from the Contract.
8.5 The Supplier shall, at all times, maintain adequate insurance, with a reputable company,
sufficient to cover all liabilities they may incur arising out of the supply of the Services. A copy of
the policy shall be made available to the Supplier on request.

9. Termination

9.1 Without affecting any other right or remedy available to it, either party to the Contract may
terminate it with immediate effect by notifying the other party if:
(a) the other party commits a material breach of any term of the Contract which:
(i) is not capable of remedy; or
(ii) if capable of remedy, is not remedied within a period of 14 days by the other party
after being notified to do so;
(b) the other party takes or has taken against it (other than in relation to a solvent
restructuring) any step or action towards its entering bankruptcy, administration, provisional
liquidation or any composition or arrangement with its creditors, 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), being struck off the register of companies, having a
receiver appointed to any of its assets or its entering a procedure in any jurisdiction with a
similar effect to a procedure listed in this clause 9.1(b);
(c) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or
a substantial part of its business; or
(d) the other party's financial position deteriorates so far as to reasonably justify the opinion
that its ability to give effect to the terms of the Contract is in jeopardy.
9.2 Without affecting any other right or remedy available to it, the Supplier may terminate the
Contract with immediate effect by notifying the Customer if the Customer fails to pay:
(a) any amount due under the Contract on the due date for payment and remains in default
not less than 14 days after being notified to make that payment; or
(b) any amounts due under the Contract by the due date for payment on 3 or more
occasions in any 6-month period.
9.3 Either party may terminate this agreement by giving the other party not less than 3 months
written notice of their intention to terminate.
9.4 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, where no invoice
has been submitted for Services supplied, the Supplier may submit an invoice, which shall be
payable in accordance with clause 7.
9.5 Any provision of the Contract that expressly or by implication is intended to come into or
continue in force on or after termination of the Contract shall remain in full force and effect.
9.6 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.

10. General

10.1 Force majeure.
Neither party shall be liable for any delay or failure in performing any of its obligations for so
long as and to the extent that the delay or failure results from events, circumstances or
causes beyond its reasonable control.
10.2 Assignment and other dealings.
The Customer shall not assign, novate, transfer, mortgage, charge, subcontract, delegate,
declare a trust over or deal in any other manner with any or all of its rights and obligations
under the Contract without the prior written consent of the Supplier (consent not to be
unreasonably withheld or delayed).
10.3 Confidentiality.
(a) Each party undertakes that it shall not, at any time during the Contract and for a period of
two years after termination of the Contract, disclose to any person any Confidential
Information of the other party, except as permitted by clause 10.3(b).
(b) Each party may disclose the other party's Confidential Information:
(i) to those of its employees, officers, representatives, contractors, subcontractors or
advisers who need to know that information for the purposes of exercising its rights or
carrying out its obligations under the Contract (Representatives). Each party shall
ensure that its Representatives comply with confidentiality obligations which are
substantially equivalent to those set out in this clause 10.3; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or
regulatory authority.
(c) Neither party may use the other party's Confidential Information for any purpose other
than to exercise its rights and perform its obligations under the Contract.
(d) The Supplier may refer to the Customer’s name and a general description of the
Services provided under this Agreement in its marketing materials, credentials, and client
lists, provided that no Confidential Information is disclosed and no such reference implies
the Customer’s endorsement.
10.4 Non-Solicitation.
During the provision of the Services and for a period of two (2) years following completion of
the Services or termination of the Agreement, neither party shall, without the prior written
consent of the other party, directly or indirectly solicit, induce or encourage any employee,
contractor or consultant of the other party who was materially involved in the Services to
cease their employment or engagement with that party.
10.5 Entire agreement.
(a) The Contract constitutes the entire agreement between the parties and supersedes and
extinguishes all previous agreements, promises, assurances and understandings between
them, whether written or oral, relating to its subject matter.
(b) 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 or negligent
misstatement based on any statement in the Contract.
10.6 Variation.
No variation of the Contract shall be effective unless it is in writing and signed by the parties
(or their authorised representatives).
10.7 Waiver.
(a) A waiver of any right or remedy is only effective if given in writing and shall not be
deemed a waiver of any subsequent right or remedy.
(b) A delay or failure to exercise, or the single or partial exercise of, any right or remedy
does not waive that or any other right or remedy, nor does it prevent or restrict the further
exercise of that or any other right or remedy.
10.8 Severance.
If any provision or part-provision of the Contract is or becomes invalid, illegal or
unenforceable, it shall be deemed deleted, but that shall not affect the validity and
enforceability of the rest of the Contract.
10.9 Notices.
(a) Any notice given to a party under or in connection with the Contract shall be in writing
and shall be:
(i) delivered by hand or by pre-paid first-class post or other next working day delivery
service to its address specified in the Statement of Work; or
(ii) sent by email to the email address specified in the Statement of Work,
or to any other address as it may have notified to the other party in accordance with this
clause 10.8.
(b) Any notice shall be deemed to have been received:
(i) if delivered by hand, at the time the notice is left at the proper address;
(ii) if sent by next working day delivery service, at 9.00 am] on the second Business Day
after posting; or
(iii) if sent by email, at the time of transmission, or, if this time falls outside business hours
in the place of receipt, when business hours resume. In this clause 10.8(b)(iii), business
hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in
the place of receipt.
10.10 Third party rights.
(a) 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.
(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of
any other person.
10.11 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.
10.12 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 or formation.