1.2 “Charges” the charges payable by the Customer for the supply of the Services by the Supplier, as set out in the
Contract Details and Error! Reference source not found..
1.3 “Conditions” these terms and conditions set out in clause 1 (Interpretation) to clause 9 (General) (inclusive).
1.4 “Contract” the contract between the Customer and the Supplier for the supply of the Services in accordance with
the Contract Details, these Conditions and any Schedules.
1.5 “Contract Term” the term of the Contract as set out in the Contract Details.
1.6 “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).
1.7 “Services” the services, including without limitation any Deliverables, to be provided by the Supplier pursuant to the Contract, as described in Error! Reference source not found..
1.8 “Services Start Date” the day on which the Supplier is to start provision of the Services, as set out in the Contract
1.9.1 A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted
from time to time.
1.9.2 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.
1.9.3 A reference to writing or written includes email.
2 COMMENCEMENT AND TERM
2.1 The Contract shall commence on the date when it has been signed by both parties and shall continue for the Contract Term, unless:
2.1.1 terminated earlier in accordance with clause 8; or
2.1.2 the Customer exercises it right to cancel the Contract in accordance with the Cancellation Provisions set
out in the Contract Details.
2.2 If the Customer does not give the Supplier the correct notice required by the Cancellation Provisions, then it shall be liable to pay the Charges it would have paid the Supplier had it complied with the Cancellation Provisions and if the Charges are not fixed then they shall be calculated by taking an average of the Charges paid in the 12-month period prior to cancellation.
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:
3.2.1 perform the Services with reasonable care and skill;
3.2.2 use reasonable endeavours to perform the Services in accordance with the service specification set out
in Error! Reference source not found.; and
3.2.3 comply with all applicable laws, statutes and regulations from time to time in force, provided that the
Supplier shall not be liable under the Contract if, as a result of such compliance, it is in breach of any of
its obligations under the Contract.
4 CUSTOMER’S OBLIGATIONS
4.1 The Customer shall:
4.1.1 co-operate with the Supplier in all matters relating to the Services;
4.1.2 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
reasonably necessary for the Supplier to be able to provide the Services;
4.1.3 provide, in a timely manner, such information as the Supplier may reasonably require, and ensure that it
is accurate and complete in all material respects; and
4.1.4 during the Contract and for a period of one year afterwards, maintain in force insurance policies with
reputable insurance companies, against all risks that would normally be insured against by a prudent
businessperson in connection with the risks associated with the Customer’s business and the Contract,
and produce to the Supplier on demand full particulars of that insurance and the receipt for the then
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:
4.2.1 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;
4.2.2 be entitled to payment of the Charges despite any such prevention or delay; and
4.2.3 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 DATA PROTECTION
The parties shall comply with their data protection obligations as set out in Schedule 1 (Data protection).
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 this clause 6.
6.2 The Supplier may adjust the Charges on an annual basis with effect from 1st July of each year and shall send the
Customer updated rate cards accordingly.
6.3 The currency of the Contract is pounds sterling and all amounts due under the Contract shall be invoiced in pounds
sterling. The Customer shall have the option of paying all amounts due under the Contract in either:
6.3.1 pounds sterling; or
6.3.2 the Customer’s local currency.
6.4 Regardless of the actual exchange rate used by the Supplier’s bank on conversion, the pounds sterling equivalent of any payment made by the Customer to the Supplier in local currency shall be deemed to be the spot exchange rate
quoted or used by Barclays Bank on the day the Supplier first receives payment of the amount paid in local currency.
6.5 If the Customer makes payment of any amount due under the Contract in local currency, it shall pay on the Supplier’s written demand any shortfall from the pounds sterling amount invoiced that arises when the amount paid in local currency is converted into pounds sterling in accordance with clause 6.4, along with any bank or other costs of conversion incurred by the Supplier.
6.6 All amounts payable by the Customer exclude amounts in respect of value added tax (VAT), which the Customer
shall additionally be liable to pay to the Supplier at the prevailing rate (if applicable), subject to receipt of a valid VAT
6.7 The Supplier shall submit invoices for the Charges plus VAT if applicable to the Customer at the intervals specified in Error! Reference source not found..
6.8 The Customer shall pay each invoice due and submitted to it by the Supplier within the Payment Terms set out in the Contract Details to the bank account details nominated by the Supplier.
6.9 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then, without limiting the Supplier’s remedies under clause 8 (Termination):
6.9.1 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
6.9.2 the Customer shall be liable to pay the Supplier any additional costs and expenses incurred by the
Supplier in seeking to enforce its rights or recover any outstanding sums due under the Contract from
the Customer, including, without limitation, legal fees, debt collection agency fees, court fees and process
6.9.3 the Supplier may suspend all Services until payment has been made in full;
6.9.4 the Supplier reserves the right to charge undisputed overdue payments to any debit/credit card of the
Customer stored on file, without further reference to the Customer; and
6.9.5 the Supplier reserves the right to notify the relevant E-commerce platform of the Customer’s nonpayment.
6.10 All amounts due under the Contract from the Customer to the Supplier shall be paid by 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 Contract limits any liability which cannot legally be limited, including but not limited to liability for:
7.3.1 death or personal injury caused by negligence;
7.3.2 fraud or fraudulent misrepresentation; and
7.3.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet
7.4 Subject to clause 7.3 (Liabilities which cannot legally be limited):
7.4.1 the Supplier’s total liability to the Customer shall not exceed the total amount of the Charges paid in the
12-month period prior to the liability arising; and
7.4.2 the Supplier excludes all liability for:
188.8.131.52 loss of profits;
184.108.40.206 loss of sales or business;
220.127.116.11 loss of agreements or contracts;
18.104.22.168 loss of anticipated savings;
22.214.171.124 loss of use or corruption of software, data or information;
126.96.36.199 loss of or damage to goodwill; and
188.8.131.52 indirect or consequential loss.
7.5 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.
7.6 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 and shall expire six (6)
months from that date. The notice must be in writing and must identify the event and the grounds for the claim in
8.1 Without affecting any other right or remedy available to it, either party to the Contract may terminate it with immediate effect by giving written notice to the other party if:
8.1.1 the other party commits a material 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 14 days after being notified in
writing to do so;
8.1.2 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 or, if the
step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant
8.1.3 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 8.1.4 the other party’s financial position deteriorates to such an extent that in the terminating party’s reasonable 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:
8.3.1 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;
8.3.2 the Customer shall carry out all post-termination actions specified in the Services Specification or as
otherwise reasonably instructed by the Supplier;
8.3.3 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
8.3.4 termination or expiry 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 or expiry, 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.
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 result 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.
9.3.1 Each party undertakes that it shall not at any time during the Contract, and for a period of two years after
termination or expiry 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 9.3.2.
9.3.2 Each party may disclose the other party’s confidential information:
184.108.40.206 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
220.127.116.11 as may be required by law, a court of competent jurisdiction or any governmental or
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
9.6 Waiver. 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.
9.8.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
18.104.22.168 delivered by hand, pre-paid first-class post or international tracked delivery service (as applicable) at its registered office (if a company) or its principal place of business (in any other case); or
22.214.171.124 sent by email to the address specified in the Contract Details.
9.8.2 Any notice shall be deemed to have been received:
126.96.36.199 if delivered by hand, at the time the notice is left at the proper address;
188.8.131.52 if sent by pre-paid first-class post at 9.00 am on the second working day after posting;
184.108.40.206 if sent by international tracked delivery service on the seventh working day after posting; or
220.127.116.11 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 18.104.22.168, 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.
9.8.3 This clause 9.8 does not apply to the service of any proceedings or other documents in any legal action
or, where applicable, any arbitration or other method of dispute resolution.
9.9 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.
9.10 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.
9.11 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.
1.1 Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
1.2 Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the
UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR);
the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic
Communications Regulations 2003 (SI 2003/2426) as amended.
1.3 Domestic Law means the law of the United Kingdom or a part of the United Kingdom.
2 DATA PROTECTION
2.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 2 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
2.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and the Supplier is the Processor. The Contract sets out the scope, nature and purpose of processing by the Supplier,
the duration of the processing and the types of Personal Data and categories of Data Subject.
2.3 Without prejudice to the generality of clause 2.1, the Customer will ensure that it has all necessary appropriate
consents and notices in place to enable lawful transfer of the Personal Data to the Supplier and/or lawful collection
of the Personal Data by the Supplier on behalf of the Customer for the duration and purposes of the Contract.
3 – Without prejudice to the generality of clause 2.1, the Supplier shall, in relation to any Personal Data processed in
connection with the performance by the Supplier of its obligations under the Contract:
3.1.1 process that Personal Data only on the documented written instructions of the Customer unless the
Supplier is required by Domestic Law to otherwise process that Personal Data. Where the Supplier is
relying on Domestic Law as the basis for processing Personal Data, the Supplier shall promptly notify the
Customer of this before performing the processing required by the Domestic Law unless the Domestic
Law prohibits the Supplier from so notifying the Customer;
3.1.2 ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
3.1.3 ensure that all personnel who have access to and/or process Personal Data are obliged to keep the
Personal Data confidential; and
3.1.4 not transfer any Personal Data outside of the EEA unless the prior written consent of the Customer has
been obtained and the following conditions are fulfilled:
22.214.171.124 the Customer or the Supplier has provided appropriate safeguards in relation to the
126.96.36.199 the data subject has enforceable rights and effective legal remedies;
188.8.131.52 the Supplier complies with its obligations under the Data Protection Legislation by
providing an adequate level of protection to any Personal Data that is transferred; and
184.108.40.206 the Supplier complies with reasonable instructions notified to it in advance by the
Customer with respect to the processing of the Personal Data.
3.2 assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring
compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications,
impact assessments and consultations with supervisory authorities or regulators;
3.3 notify the Customer without undue delay on becoming aware of a Personal Data Breach;
3.4 at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on
termination of the agreement unless required by Domestic Law to store the Personal Data; and
3.5 maintain complete and accurate records and information to demonstrate its compliance with this Schedule 3.
4 – The Customer consents to the Supplier appointing third-party processors of Personal Data under the Contract. The Supplier confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this Schedule 3 and in either case which the Supplier confirms reflect and will continue to reflect the requirements of the Data Protection Legislation. Asbetween the Customer and the Supplier, the Supplier shall remain fully liable for all acts or omissions of any thirdparty processor appointed by it pursuant to this clause 4.
5 – Either party may, at any time on not less than 30 days’ notice, revise this Schedule 3 by replacing it with any applicableccontroller to processor standard clauses or similar terms adopted by the Information Commissioner or forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract.