Terms and Conditions

parties supplier as defined in the quote customer as defined in the quote background supplier is in the business of providing the services customer wishes to receive and supplier wishes to provide the services on the terms set out in the services agreement the parties agree as follows 1\ interpretation the following definitions and rules of interpretation apply in the services agreement applicable data protection law uk gdpr applies, the law of the united kingdom or of a part of the united kingdom, that relates to the protection of personal data affected party is either the customer or supplier, who experiences a negative impact from an event, action, or decision business day a day, other than a saturday, sunday or uk bank holiday business hours the period from 9 00 am to 5 00 pm gmt/bst on any business day or as outlined in the quote commencement date the date of the last signature or as first set forth on the quote and agreed by the parties as the effective date of the services agreement confidential information means any information, whether supplied, made available or otherwise accessed or accessible in any form, wholly or in part, and whether or not marked confidential, by either party to the other under or in connection with the services agreement customer means the party referred to as customer on the quote and any persons, consultants, employees and those acting on its behalf customer materials all documents, information, items and materials in any form, whether owned by customer or a third party, which are provided by customer to supplier in connection with the services, including the items provided under clause 5 6 4 or otherwise specified in the services agreement customer personal data any personal data which supplier processes in connection with the services agreement, in the capacity of a processor on behalf of customer, who is the controller deleted effective wiping standards often refer to the us department of defence (dod) standard long wipes (seven pass process) deliverables any output of the services to be provided by supplier to customer as specified in the quote or the services agreement (specific terms) extension term is a subsequent term after the initial term has concluded fees the monetary amounts due for the services as outlined in the quote force majeure event means any circumstance, except for customer’s payment obligations good industry practice means the exercise of that degree of skill, diligence and foresight which would reasonably and ordinarily be expected from a skilled and experienced service provider engaged in the provision of services similar to the services under the same or similar circumstances as those applicable to the services agreement and which are under any codes of practice published by relevant trade associations initial term the first and minimum services agreement duration for any service as outlined in the quote intellectual property rights or iprs patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, data, database rights, rights to use, and protect the confidentiality of, confidential information (including know how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and 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 quote shall mean the request on supplier’s standard quote from customer to supplier for services to be provided pursuant to the terms of the services agreement, which agreement, for the avoidance of doubt, applies in each case to a specific quote party means both the customer and supplier personal data any personal data that the customer or supplier processes in connection with the services agreement, in the capacity of a controller services means a supplier service or multiple supplier services (which may be packaged) that are ordered by the customer as outlined in the quote services agreement shall mean these terms, together with the service specific terms and a specific quote, which the supplier makes available to the customer for the services supplier means the party referred to as supplier on the quote and any persons, consultants, employees and those acting on its behalf surcharge is the credit card surcharge imposed by credit card providers as a fee uk gdpr has the meaning given to it in section 3(10) as supplemented by section 205(4) of the data protection act 2018 vat value added tax chargeable in the uk 2\ structure and scope of the services agreement 2 1 the services agreement creates a contractual framework between supplier and customer under which 2 1 1 customer requests from supplier to provide services pursuant to the terms of the services agreement; and 2 1 2 supplier agrees to provide the services according to the terms of the services agreement 2 2 each service specified will be outlined in the quote 2 3 in the event of any conflict or ambiguity, except where otherwise provided, the order of precedence for the services agreement shall be as follows 2 3 1 the applicable quote; 2 3 2 the body of these terms or the services agreement 2 4 the customer and supplier may agree to one or more quotes, each forming a separate services agreement, for the provision of services 2 5 for the services agreement to be valid and practical, the quote must be signed by an authorised representative of each party upon signature, the services agreement shall be binding (and incapable of cancellation other than through the termination provisions contained in clause 13 below), and the fees and any other charges shall become due as outlined in the quote under the services agreement 2 6 each party warrants to the other party that it (1) has the full capacity and authority to enter into and perform the services agreement and that a duly authorised representatives execute the services agreement; (2) is the owner, or has the relevant consent from the owner, of all systems, applications, networks, premises and any other asset that is set out in the quote; and (3) will comply with all applicable laws 3\ commencement and duration 3 1 the services agreement shall commence on the commencement date and shall continue for the initial term unless terminated earlier under clause 13 following the initial term of the services agreement, where the services are of the type that can continue and are not specified as not continuing in the quote, the services agreement shall extend automatically for additional terms of the same duration as the initial term (each an “extension term”) or as otherwise outlined in the quote unless terminated on at least 60 days’ prior written notice by either party or as otherwise outlined in the quote 3 2 if there are no incomplete services under the quote as of the date notice to terminate is served under clause 3 1 , such notice shall terminate the services agreement on the expiry of the notice period and not later than the expiration of the initial term or extension term, as applicable except where provided otherwise or by agreement of the parties, any incomplete service under the quote shall be completed and/or paid for (where completion is not possible due to the customer’s failure to perform under the services agreement) before any termination of the services agreement 3 3 customer may procure any of the services by executing the agreed quote with supplier 3 4 supplier shall provide the services from the commencement date or other date specified in the quote 4\ provision of services 4 1 supplier will provide the services and any related deliverables under the services agreement for the initial term or extension term, as applicable, set out in the quote, whereby 4 1 1 each service and/or deliverable specified to be provided will be provided under the quote; and 4 1 2 supplier will provide, deliver or otherwise make available such service and/or deliverables with good industry practice skill and care, promptly and under the other provisions of the services agreement 4 1 3 supplier shall, where it deems appropriate, appoint a contact person in respect of the services to be performed; such person shall be designated before the delivery of a relevant service 4 1 4 where applicable, supplier shall observe all health and safety and security requirements that apply at any of customer's premises and that have been communicated to supplier under clause 5 6 5 , provided that supplier shall not be liable under the services agreement if, as a result of such observation, it is in breach of any of its obligations under the services agreement 4 1 5 the supplier may use a subcontractor, contracted under the services agreement terms, to assist with the delivery of services and will carry out the appropriate due diligence to ensure any such subcontractor has the required qualifications and experience to deliver the services 5\ use of the service(s) 5 1 the customer will 5 1 1 provide to supplier all necessary co operation concerning the services agreement; and all necessary access to such information as may be required by supplier to provide the services, including, but not limited to, relevant customer staff and/or agents, customer data, security access information and configuration services; 5 1 2 carry out all customer obligations in a timely and efficient manner; 5 2 the customer will not 5 2 1 infringe any intellectual property rights that belong to or are licensed to supplier; 5 2 2 create, upload, download, access, store, into the services and/or any deliverable any malicious code, programs, viruses, malware or other types of malicious software or material, or links to such software, that are unlawful, insider or confidential information, advertisements or solicitation for any products or services, or could disrupt or harm the operation of such service and/or deliverables or incite another to do so; or 5 2 3 copy, reverse engineer, decompile, disassemble or modify a service and/or any deliverable or any part, feature, function or user interface thereof, or otherwise reduce to human perceivable form all or any part of service and/or any deliverable, or use or attempt to use any automated program to access any service and/or any deliverable, or to search, display, or obtain links to any part of a service and/or any deliverable 5 3 customer agrees to indemnify supplier from any losses suffered or liabilities incurred because customer breached clause 5 2 5 4 customer shall 5 4 1 co operate with supplier as reasonably requested in all matters relating to the services; 5 4 2 assign a contact person in respect of the services to be performed under the quote, as identified in the quote; 5 4 3 provide, for supplier, its agents, subcontractors, consultants and employees, promptly and at no charge, access to customer's premises, office accommodation, data and other facilities as reasonably required by supplier to carry out the services, including any such access as is specified in the quote; 5 4 4 provide to supplier promptly all documents, information, items and materials in any form (whether owned by customer or a third party) or otherwise reasonably requested by supplier in connection with the services and ensure that they are accurate and complete; 5 4 5 inform supplier in writing of all health and safety and security requirements that apply at any of customer's premises; 5 4 6 obtain and maintain all necessary licences and consents under relevant applicable law and comply with all relevant legislation as required to enable supplier to provide the services; 5 4 7 at the request of supplier, agree to a service review with supplier once every 6 months or as otherwise reasonably requested; and 5 5 customer shall not 5 5 1 knowingly withhold information which may affect supplier’s ability to provide any of the services and/or deliverables to customer or to others, or the security or integrity of any of the services and/or deliverables; 5 5 2 engage in sending unsolicited messages to any number of users or via the internet by using any service and/or deliverable; 5 5 3 use the service and/or deliverables in a way that, in the supplier's reasonable opinion, is not within the intended use of such service or deliverable; 5 5 4 make any service and/or deliverable available to, or use any service and/or deliverable for the benefit of, anyone other than customer, unless and to the extent expressly stated otherwise in the quote; 5 5 5 access any service and/or deliverable to build a competitive solution or service, or to benchmark with a non supplier service; or 5 5 6 use any service and/or deliverable in customer’s products or services, commercially exploit or otherwise make any service and/or deliverable available to any third party in any way, unless expressly consented to by supplier 5 6 if supplier's performance of its obligations under the services agreement is prevented or delayed by any act or omission of customer, its agents, subcontractors, consultants or employees or any other third party supplier then, without prejudice to any other right or remedy it may have, supplier shall be allowed an extension of time to perform its obligations equal to the delay caused by customer or other third party supplier or for as long as supplier deems at its discretion the prevention or delay necessitates 5 7 both parties shall maintain business continuity and disaster recovery plans to ensure the continuity of the services in the event of an unforeseen interruption and any other prudent procedures and measures that are reasonably necessary to prevent the disruption of the services in the event of an unforeseen interruption, the customer shall use best efforts to cooperate with the supplier to ensure the uninterrupted provision of services 6\ non solicitation and employment 6 1 each party shall not, without the prior express written consent of the other party, at any time until the expiry of 24 months after the completion of such services, solicit or entice away from the other party or directly attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of the other party 7\ fees, other charges and payment 7 1 in consideration of the administration and allocation of ready resources for the provision of the services by supplier, customer shall pay the fees upon invoice, including where services cannot be delivered due to customer’s failure to meet any of its obligations under the services agreement 7 2 supplier will invoice customer under the quote or, where not specified in the quote, immediately following the commencement date of the quote on 30 day payment terms 7 3 all services shall be used and, in any event, paid for in full as outlined in this clause 7 or in the quote any services which are unused by customer during the initial term or a relevant extension term will expire and shall not be credited, or refunded unless otherwise expressly agreed by the parties in writing 7 4 the fees exclude the following, which shall be payable by customer monthly in arrears (provided that supplier has obtained the written consent of customer, which shall not be unreasonably delayed or withheld), as incurred 7 4 1 the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the individuals whom supplier engages in connection with the services; and 7 5 the fees also exclude services related to non supplier delay, cancellation and rescheduling charges, for costs related directly to the administration, system, personnel, facilities, third party and/or other allocated resources associated with scheduled services the following charges will apply to any customer short term cancellation and rescheduling 7 5 1 cancellation or rescheduling requested between 7 and 14 days before the scheduled start date for delivery of any services 50% of the scheduled service fees of the cancelled or rescheduled service(s); or 7 5 2 for cancellation or rescheduling requested within 7 days before the scheduled start date for delivery of any services 100% of the scheduled service fees of the cancelled or rescheduled service(s) 7 6 supplier may choose to increase the fees on an annual basis with effect from each anniversary of the date of the services agreement, to cover, e g , any increased supplier costs, in line with the higher of five percent (5%) or the percentage increase in the consumer price index in the preceding 12 month period the first such increase shall take effect, at the supplier’s discretion, on the first anniversary of the date of the services agreement it shall be based on the latest available annual figure for the percentage increase in the consumer prices index 7 7 supplier may, at any time during the initial term and during any extension term thereafter, vary the fees payable by customer by giving at least 30 days prior written notice in the event of new taxation laws, or the introduction or increase in any taxes, levies, costs or expenses, including any taxes, levies which relate to the services; 7 8 supplier will invoice customer for the fees as outlined in the quote or as otherwise expressly agreed in writing 7 9 customer shall pay each invoice submitted to it by supplier based on the following terms 7 9 1 on 30 day terms where indicated by supplier or any other terms as set forth on the quote; 7 9 2 by credit card on immediate receipt of the invoice; a surcharge may apply 7 10 without prejudice to any other right or remedy that it may have, if customer fails to pay supplier any sum due under the services agreement on the due date 7 10 1 all sums payable under the services agreement for services delivered and to be delivered shall become due and payable by customer 7 10 2 customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after a court judgment interest under this clause will accrue each day at 4% a year above the bank of england base rate from time to time, but at 4% a year for any period when that base rate is below 0%; and 7 10 3 supplier may suspend or cancel part or all the services if payment is not received within 10 days of the due date until payment has been made in full (subject to any other rights and/or remedies under the services agreement) 7 11 all amounts payable to the supplier under the services agreement 7 11 1 are exclusive of any applicable vat, and customer shall in addition, pay an amount equal to any applicable vat on those sums on receipt of a vat invoice; and 7 11 2 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) and are excluded from clause 15 8\ intellectual property rights 8 1 concerning the services and any deliverables 8 1 1 supplier shall retain ownership of all iprs in the services and the deliverables, excluding customer materials; 8 2 concerning customer materials, customer 8 2 1 and its licensors shall retain ownership of all iprs in customer materials; and 8 2 2 grants to supplier a fully paid, non exclusive, royalty free, non transferable licence to copy and modify customer materials for the term of the services agreement, and as required by law thereafter, to provide the services to customer 8 3 supplier 8 3 1 warrants that the receipt, use of the services and the deliverables by customer shall not infringe the iprs of any third party; 8 3 2 shall, subject to clause 12 , indemnify customer against all liabilities, costs, expenses, damages and losses suffered or incurred or paid by customer arising out of or in connection with any claim brought against customer for actual or alleged infringement of a third party’s intellectual property rights arising out of, or in connection with, the receipt or use of the services and deliverables; 8 3 3 shall not be in breach of the warranty at clause 8 3 1 , and customer shall have no claim under the indemnity at clause 8 3 2 , to the extent the infringement arises from 8 3 3 1 compliance with customer's specifications or instructions, where infringement could not have been avoided while complying with such requirements or instructions and provided that supplier shall notify customer if it knows or suspects that compliance with such specifications or instructions may result in infringement 8 3 3 2 the use of customer materials in the development of, or the inclusion of customer materials in, the services or any deliverable; 8 3 3 3 any modification of the services or any deliverable, other than by or on behalf of supplier as authorised by supplier; and 8 4 customer 8 4 1 warrants that the receipt and use in the performance of the services agreement by supplier, its agents, employees, subcontractors or consultants of customer materials shall not infringe the rights, including any intellectual property rights, of any third party; and 8 4 2 shall indemnify supplier against all liabilities, costs, expenses, damages and losses suffered or incurred or paid by supplier arising out of or in connection with any claim brought against supplier, its agents, employees, subcontractors or consultants for actual or alleged infringement of a third party's intellectual property rights, to the extent that the infringement or alleged infringement arises out of, or in connection with, the receipt or use of customer materials in the performance of the services agreement 8 5 if either party (indemnifying party) is required to indemnify the other party (indemnified party) under this clause 8 , the indemnified party shall 8 5 1 notify the indemnifying party in writing of any claim against it in respect of which it wishes to rely on the indemnity at clause 8 3 2 or clause 8 4 2 (as applicable) (iprs claim); 8 5 2 allow the indemnifying party, at its own cost, to conduct all negotiations and proceedings and to settle the iprs claim, provided that the indemnifying party shall obtain the indemnified party's prior approval of any settlement agreement, such approval not to be unreasonably withheld, delayed, or conditioned; 8 5 3 provide the indemnifying party with such reasonable assistance regarding the iprs claim as is required by the indemnifying party, subject to reimbursement by the indemnifying party of the indemnified party's costs so incurred; and 8 5 4 not, without prior consultation with the indemnifying party, make any admission relating to the iprs claim or attempt to settle it, provided that the indemnifying party considers and defends any iprs claim diligently, using counsel and in such a way as not to bring the indemnified party’s reputation into disrepute 8 6 publicity use of trademarks neither party shall use any intellectual property rights except with express prior written consent, which consent shall not be unreasonably withheld 9\ data protection 9 1 for this clause 9 , controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the uk gdpr 9 2 both parties will comply with all applicable requirements of applicable data protection laws this clause 9 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under applicable data protection laws 9 3 customer consents to, (and shall procure all required consents from its personnel, representatives and agents, in respect of) all actions taken by supplier in connection with the processing of customer personal data, provided these are in compliance with the then current version of supplier's privacy policy docid\ fl75pwtd5u2cthj3gdwbk if there is any inconsistency or conflict between the privacy policy and the services agreement, the privacy policy will take precedence 9 4 customer will ensure that it has all necessary consents and notices in place to enable the lawful transfer of customer personal data to supplier for the duration and purposes of the services agreement 9 5 without prejudice to the generality of clause 9 2 , supplier shall, in relation to customer personal data 9 5 1 process that customer personal data only on the documented instructions of customer unless supplier is required by applicable laws to otherwise process that customer personal data (purpose) where supplier is relying on applicable laws as the basis for processing customer personal data, supplier shall notify customer of this before performing the processing required by the applicable laws unless those applicable laws prohibit the supplier from so notifying customer on important grounds of public interest supplier shall inform customer if, in the opinion of supplier, the instructions of customer infringe applicable data protection laws; 9 5 2 implement technical and organisational measures to protect against unauthorised or unlawful processing of customer personal data and against accidental loss or destruction of, or damage to, customer personal data, which customer has reviewed and confirms are 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; 9 5 3 ensure that any personnel engaged and authorised by supplier to process customer personal data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality; 9 5 4 assist customer insofar as this is possible (taking into account the nature of the processing and the information available to supplier), and at customer's cost and written request, in responding to any request from a data subject and in ensuring customer's compliance with its obligations under applicable data protection law concerning security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; 9 5 5 notify customer without undue delay on becoming aware of a personal data breach involving customer personal data; where such breach is notifiable to the information commissioner’s office (ico), supplier shall notify the ico or other relevant supervisory authority of such breach at the end of any statutorily required notice period where the requisite notice has not been sent earlier either by customer or supplier at customer’s instruction; 9 5 6 at the written direction of customer, delete or return customer personal data and copies thereof to customer on termination of the services agreement unless supplier is required by applicable law to continue to process that customer personal data for the purposes of this clause 10 5 6 customer personal data shall be considered deleted where it is put beyond further use by the supplier; 9 5 7 maintain records to demonstrate its compliance with this clause 10 , and allow for reasonable audits by customer or customer's designated auditor, for this purpose, on reasonable written notice to a maximum of once annually 9 6 customer provides its prior, general authorisation for supplier to 9 6 1 appoint processors to process customer personal data, provided that supplier 9 6 1 1 shall ensure that the services agreement on which it appoints such processors comply with applicable data protection laws, and are consistent with the obligations imposed on supplier in this clause 10 ; 9 6 1 2 shall remain responsible for the acts and omissions of any such processor as if they were the acts and omissions of supplier; and 9 6 2 transfer customer personal data outside of the uk as required for the purpose, provided that supplier shall ensure that all such transfers are made under applicable data protection laws for these purposes, customer shall promptly comply with any reasonable request of supplier, including any request to enter into standard data protection clauses adopted by the eu commission from time to time (where the eu gdpr applies to the transfer) or adopted by the ico from time to time (where the uk gdpr applies to the transfer) 9 7 either party may, at any time on not less than 30 days' written notice, revise this clause 9 by replacing it with any applicable controller to processor standard clauses or similar agreement forming part of an applicable certification scheme 9 8 supplier's liability for losses arising from breaches of this clause 9 is as set out in clause 11 10\ confidentiality 10 1 each party undertakes that it shall not at any time use or disclose to any person any confidential information of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 10 2 10 2 each party may disclose confidential information 10 2 1 to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information to exercise the party's rights or carry out its obligations under or in connection with the services agreement 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 10 ; and 10 2 2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority 10 3 no party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the services agreement 11\ limitation and liability 11 1 scope of this clause references to liability in this clause 11 are subject always to clause 11 3 (liabilities which cannot legally be limited), but otherwise include every kind of liability arising under or in connection with the services agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise 11 2 no limitation of customer's payment obligations nothing in this clause 11 shall limit customer's payment obligations under the services agreement 11 3 liabilities which cannot legally be limited nothing in the services agreement limits any liability which cannot legally be limited, including but not limited to liability for 11 3 1 death or personal injury caused by negligence; 11 3 2 fraud or fraudulent misrepresentation; or 11 3 3 breach of the services agreement by a proven violation of applicable criminal law 11 4 cap on liability subject to clause 11 3 and clause 11 6 , the liability of each party shall not exceed the fees paid in the 12 months that have passed, the equivalent of 12 months' worth of fees, per claim and in aggregate 11 5 specific heads of excluded loss subject to clause 11 2 and clause 11 3 , this clause 11 5 specifies the types of losses that are excluded 11 5 1 loss of profits; 11 5 2 loss of revenues, loss of goodwill; 11 5 3 loss of agreements, loss of business opportunity; 11 5 4 loss of business; 11 5 5 depletion of goodwill or similar losses; 11 5 6 pure economic loss; and 11 5 7 or any indirect or consequential loss, costs, damages, charges or expenses, however arising 11 6 each party’s total liability to the other for losses for breaches of clause 9 , clause 10 , clause 5 and clause 11 shall be limited to and shall not exceed gb £1,000,000 11 7 customer acknowledges that there is a risk that a service may lead to the loss or corruption of customer’s data affected by the services, and that the same is an inherent risk of receiving a service even when performed under good industry practice the customer agrees to back up its data before the delivery of any service outlined in the quote except where otherwise provided herein, supplier will not be liable for any such loss of data 11 8 supplier disclaims and excludes all warranties, terms or conditions (not expressly stated in the services agreement) as permitted by law, including implied warranties, terms or conditions relating to the acceptable quality and fitness for purpose the customer is solely responsible for determining the suitability of the chosen services 11 9 customer warrants that it has the full capacity and authority to instruct supplier to deliver the services and will not hold supplier liable for any violation of the computer misuse act 1990 or any other local applicable laws, rules or regulations 11 10 as explicitly stated in the services agreement, customer hereby agrees that services outlined in the quote are delivered on an as is basis and supplier shall only be liable to the extent outlined in the services agreement 12\ termination 12 1 either party may immediately terminate the services agreement without payment of compensation or other damages caused to the other solely by such termination by giving notice to the other if any one or more of the following occurs 12 1 1 the other party commits a material breach of any term of the services agreement and such breach is irremediable or (if such breach is remediable) fails to remedy that breach within 30 days after being notified in writing to do so; 12 1 2 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the insolvency act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the insolvency act 1986, or (being a partnership) has any partner to whom any of the foregoing apply; 12 1 3 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; 12 1 4 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; 12 1 5 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company); 12 1 6 the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver; 12 1 7 a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party; 12 1 8 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days; 12 1 9 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 12 1 2 to clause 12 1 8 (inclusive); or 12 1 10 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business 12 2 for the purposes of clause 12 1 1 material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the terminating party would otherwise derive from a substantial portion of the services agreement 12 3 without affecting any other right or remedy available to it, including payment by customer of all fees due under the services agreement, supplier may terminate the services agreement with immediate effect by giving written notice to customer if customer is in material breach of any other supplier quote/services agreement or fails to pay any amount due under any services agreement on the due date for payment and remains in default more than 30 days after being notified to make such payment 12 4 customer may send express written notice of its intention to terminate the services agreement within 30 days of the date it receives 90 days express written notice from supplier of any material update to the standard terms (under clause 17) where that updated term cannot by law or policy, applicable at the time, be accepted by customer all fees otherwise due and payable under the services agreement must be paid in accordance with the services agreement including, without limitation, all fees for any delivered services 13\ consequences of termination and survival 13 1 consequences of termination or expiry except as otherwise provided, the termination or expiry of the services agreement shall terminate all services and destroy all copies of supplier confidential information except as otherwise provided, supplier shall destroy any copies of customer confidential information customer shall immediately pay to supplier all of supplier's outstanding unpaid invoices, invoices to be submitted for services supplied to the date of termination and related interest and, except where customer has rightfully terminated for supplier’s material breach, supplier may submit an invoice payable upon receipt in respect of the services to be supplied but for which no invoice has been submitted 13 2 survival on termination, where customer has terminated for supplier’s material breach, or expiry of the services agreement, any existing quote shall continue until the services have been completed or, before completion, at customer’s reasonable request any provision of the services agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the services agreement shall remain in full force and effect termination or expiry of the services agreement shall not affect any 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 services agreement which existed at the date of termination or expiry 14\ force majeure 14 1 force majeure event, not within a party's reasonable control including, without limitation 14 1 1 acts of god, flood, drought, earthquake or other natural disaster; 14 1 2 epidemic or pandemic or government mandated lockdowns or other related restrictions; 14 1 3 terrorist or cyber attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; 14 1 4 nuclear, chemical or biological contamination or sonic boom; 14 1 5 any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; 14 1 6 collapse of buildings, fire, explosion or accident; 14 1 7 any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party); 14 1 8 non performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause); and 14 1 9 interruption or failure of a utility service 14 2 provided it has complied with clause 14 4 , if a party is prevented, hindered or delayed in or from performing any of its obligations under the services agreement by a force majeure event, the affected party shall not be in breach of the services agreement or otherwise liable for any such failure or delay in the performance of such obligations 14 3 the corresponding obligations of the other party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the affected party 14 4 the affected party shall 14 4 1 as soon as reasonably practicable after the start of the force majeure event but no later than ten days from its start, notify the other party of the force majeure event, the date on which it started, its likely or potential duration, and the effect of the force majeure event on its ability to perform any of its obligations under the services agreement; and 14 4 2 use all reasonable endeavours to mitigate the effect of the force majeure event on the performance of its obligations 14 5 if the force majeure event prevents, hinders or delays the affected party's performance of its obligations for a continuous period of more than six weeks, the party not affected by the force majeure event may terminate the services agreement by giving 21 days’ written notice to the affected party 15\ assignment and other dealings 15 1 customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the services agreement, without prior express written consent from supplier, such consent not to be unreasonably withheld 15 2 supplier may mortgage, charge, delegate, assign, novate or otherwise transfer any or all its rights under the services agreement supplier shall not novate or assign its rights and obligations under the services agreement to another service party without prior notice to customer 16\ amendment 16 1 no amendment or variation of the services agreement shall be effective without express written consent signed by the parties (or their authorised representatives) except that supplier may from time to time update the services agreement standard terms or services agreement service specific terms upon 90 days express written notice to customer upon which customer may send express written notice of its intent to terminate the services agreement as provided for in clause 13 4 17\ waiver 17 1 a waiver of any right or remedy under the services agreement or by law is only effective if given expressly in writing and shall not be deemed a waiver of any subsequent right or remedy 17 2 a failure or delay by a party to exercise any right or remedy provided under the services agreement 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 services agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy 18\ rights and remedies 18 1 the rights and remedies provided under the services agreement are in addition to, and not exclusive of, any rights or remedies provided by law 19\ severance 19 1 if any provision or part provision of the services agreement 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 services agreement 19 2 if any provision or part provision of the services agreement is deemed deleted under clause 19 1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision 20\ entire agreement 20 1 the services agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, contracts, promises, assurances, warranties, representations and understandings between them, whether written, oral or by conduct, relating to its subject matter 20 2 each party agrees it 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 services agreement each party agrees it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the services agreement 21\ no partnership or agency 21 1 nothing in the services agreement is intended or shall be deemed to establish a partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party 21 2 each party confirms it is acting on its own behalf and not for the benefit of any other person 22\ anti bribery and anti corruption 22 1 each party shall, and shall ensure any of its agents, employees, consultants, contractors and subcontractors shall, comply with all applicable laws, statutes, regulation, and codes relating to anti bribery and anti corruption including but not limited to the bribery act 2010 and shall establish, maintain and enforce its own policies and procedures to ensure compliance 23\ anti slavery and human trafficking 23 1 each party shall, in performing its obligations under the services agreement, comply with all applicable anti slavery and human trafficking laws, statutes and regulations from time to time in force including the modern slavery act 2015; and each party represents and warrants that it has not been convicted of any offence involving slavery and human trafficking or been the subject of any investigation, inquiry or enforcement proceedings regarding any offence or alleged offence of or in connection with such trafficking 24\ third party rights 24 1 except as otherwise agreed, the services agreement does not give rise to any third party statutory rights to enforce any of its terms 25\ notices 25 1 any notice given to a party under or in connection with the services agreement shall be in writing and shall be delivered by e mail, by hand or by tracked post or courier service at the recipient party’s registered office (if a company) or its principal place of business (in any other case) 25 2 any notice shall be deemed to have been received 25 2 1 if by e mail, at the time of transmission (assuming no failure notification or other indication of non delivery is received); 25 2 2 if delivered by hand, at the time the notice is left at the proper address; or 25 2 3 if sent tracked and signed for delivery by national courier, at the time such courier confirms delivery 25 3 this clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other formal method of dispute resolution 25 4 a notice given under the services agreement is valid if received 26\ governing law, venue and dispute resolution 26 1 the services agreement shall be governed and construed under english law 26 2 any dispute arising under or related to the services agreement that is not resolved by good faith discussion among the parties, at their discretion, shall be resolved by binding fast track london court of international arbitration (lcia) arbitration in london except for an action brought in any court having jurisdiction to enforce terms of an arbitration award under this clause or for injunctive relief or, for supplier at its discretion, where the sole or primary dispute regards payment by customer 27\ counterparts the services agreement may be executed and delivered electronically or by hard copy in any number of counterparts, each of which shall constitute a duplicate original, but all counterparts together constitute the one services agreement no counterpart shall be effective until each party has executed at least one counterpart