Terms & conditions

Please read these Terms and Conditions (“Terms”, “Terms and Conditions”) carefully before using the http://vidi4.wuzzerds.com/ website operated by Vidi Corp LTD (“us”, “we”, or “our”).

Website terms

Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service. By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms, then you may not access the Service. If you wish to purchase any product or service made available through the Service (“Purchase”), you may be asked to supply certain information relevant to your Purchase including, without limitation, your credentials to access your data, api keys, flat files containing your data, access to your Microsoft Office or other account.

1. Subscriptions

Some parts of the Service are billed on a subscription basis. You will be billed in advance on a monthly schedule.

2. Content

Our Service allows you to view, share and leave comments about certain information, text, graphics, videos, or other material (“Content”). You are responsible for the including links to our website when quoting it on platforms including but not limited to your website and social media. You are responsible not to copy any of the materials on the Service for your own marketing purposes.

3. Links to Other Web Sites

Our Service may contain links to third-party web sites or services that are not owned or controlled by Vidi Corp LTD. Vidi Corp LTD has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party web sites or services. You further acknowledge and agree that Vidi Corp LTD shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services.

4. Changes

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will try to provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

5. Contact Us

If you have any questions about these Terms, please contact us.

Product terms

THIS AGREEMENT GOVERNS YOUR USE OF OUR SERVICES. PLEASE READ THE FOLLOWING CAREFULLY BEFORE ACCEPTING THESE TERMS AND ACCESSING AND/OR USING THE VIDI CORP LTD SERVICES. BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR USING ANY SUBSCRIPTION SERVICES, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SUBSCRIPTION SERVICES.

Definitions and interpretation

In this Agreement:

Agreement	means these VIDI CORP LTD Standard Terms and Conditions of Business;
Agreed Currency	US Dollars;
Affiliate	means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with, another entity;
Bribery Laws	means the Bribery Act 2010 and associated guidance published by the Secretary of State for Justice under the Bribery Act 2010 and all other applicable United Kingdom laws, legislation, statutory instruments and regulations in relation to bribery or corruption and any similar or equivalent laws in any other relevant jurisdiction including Texas, US;
Business Day	means a day other than a Saturday, Sunday or bank or public holiday in England;
Commencement Date	means the earlier of (a) the date of the first Order Form referencing this Agreement and (b) the date you first access the Services.
Completion	has the meaning given in clause 4.1 and Complete, Completed and similar expressions shall be construed accordingly;
Confidential Information	has the meaning given to it in clause 13.1;
Control	means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of the company and Controls, Controlled and under common Control shall be interpreted accordingly;
Customer Materials	means all documents, information, designs, items, images, audio, databases, computer systems, text files and materials in any form, whether owned by the Customer or a third party relating to the Services (and any modifications to that material);
Deliverables	means the deliverables set out in set out in the Order Form and any deliverables ancillary to the supply of the Services, including without limitation any media on which the results of the Services are supplied;
Force Majeure	has the meaning given in clause 18.1;
Intellectual Property Rights	means copyright, rights related to copyright such as moral rights and performers’ rights, patents, rights in inventions, rights in Confidential Information, Know-how, trade secrets, trade marks, geographical indications, service marks, trade names, design rights, rights in get-up, database rights, databases, data exclusivity rights, approvals, utility models, domain names, business names, rights in computer software, mask works, topography rights, the right to sue for infringement, unfair competition and passing off, and all similar rights of whatever nature and, in each case: (i) whether registered or not, (ii) including any applications to protect or register such rights, (iii) including all renewals and extensions of such rights or applications, (iv) whether vested, contingent or future and (v) wherever existing;
Know-how	means inventions, discoveries, improvements, processes, formulae, techniques, specifications, technical information, methods, the results and procedures for experiments and tests, reports, component lists, manuals, instructions, designs, sketches, drawings, information relating to customers and suppliers (whether written or in any other form and whether confidential or not);
MSA Offence	has the meaning given in clause 15.1.1;
Law	means: (a) any law, statute, regulation, by-law or subordinate legislation in force from time to time to which a party is subject and/or in any jurisdiction that the Services are provided to or in respect of; (b) the common law and laws of equity as applicable to the parties from time to time; (c) any binding court order, judgment or decree; (d) any applicable industry code, policy or standard; or (e) any applicable direction, policy, rule or order that is binding on a party and that is made or given by any regulatory body having jurisdiction over a party or any of that party’s assets, resources or business;
Order Form	an ordering document, the statement of works or other written document entered into between you and us describing the relevant Deliverables and the Services to be provided by us thereunder and the proposed timetable for their performance.
Personal Data	has the meaning given in applicable Data Protection Legislation from time to time;
Service Fees	means all fees set out in the Order Form and any other amounts payable under this Agreement;
Representatives	has the meaning given to it in clause 13.2.1;
Services	means the services set out in the Order Form;
Supplier Background IPR	all Intellectual Property Rights that are proprietary to Supplier and which either arose or were created by Supplier before the provision of the relevant Services or which are or have been developed or created independently of this Agreement;
Supplier Personnel	means all employees, officers, staff, other workers, agents and consultants of the Supplier, its Affiliates and any of their subcontractors who are engaged in the performance of the Services from time to time;
Term	has the meaning given to it in clause 2;
Update	means a software maintenance update, patch or bug-fix which does not constitute an Upgrade;
Upgrade	means a version or release of Deliverables intended to have new or improved functionality or designated by the Supplier as an upgrade;
VAT	means value added tax, as defined by the Value Added Tax Act 1994 or any other similar tax elsewhere; and
“We” or “Us” or “Our” or “Supplier”	means VIDI CORP LTD a company incorporated in England and Wales under number 13268209 whose registered office is at 63-66 Hatton Garden Suite 436, Unit B, London, United Kingdom, EC1N 8LE
“You” or “Your” or “Customer”	means the subscriber named on the Order Form or, for online orders, the company or other legal entity on whose behalf the individual indicating acceptance of this Agreement is acting.

In this Agreement:
1. a reference to this Agreement includes its schedules, appendices and annexes (if any);
2. each of the Supplier and the Customer is a party and together the Supplier and the Customer are the parties;
3. a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;
4. a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
5. a reference to a gender includes each other gender;
6. words in the singular include the plural and vice versa;
7. any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
8. the table of contents, background section and any clause, schedule or other headings in this Agreement are included for convenience only and shall have no effect on the interpretation of this Agreement; and
9. a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of a party under this Agreement.

Commencement and term
1. This Agreement commences on the Commencement Date and shall continue until either party gives to the other not less than 30 days’ written notice to terminate, unless terminated earlier in accordance with clause 11 (the Term).
2. Each Order Form commences on the Commencement Date specified in the Order Form and, unless earlier terminated for cause pursuant to clause 11, continues for the initial term specified in such Order Form and any renewal terms.
Customer obligations
1. During the Term, the Supplier agrees to supply, and the Customer agrees to purchase, the Services on the terms set out in this Agreement.
2. The Customer shall at all times and in all respects:
  1. perform its obligations in accordance with the terms of this Agreement;
  2. pay the Service Fees for the Services, in accordance with the provisions of clause 8;
  3. co-operate with the Supplier in all matters arising under this Agreement or otherwise relating to the performance of the Services;
  4. provide to Supplier in a timely manner all Customer Materials, documents, information, designs, items, images, audio, databases, text files and other materials in any form (whether owned by the Customer or a third party) required for the provision of the Services or otherwise reasonably required by Supplier in connection with the provisions of the Services and ensure that they are accurate and complete in all material respects;
  5. inform the Supplier in a timely manner of any matters (including any health, safety or security requirements) which may affect the provision of the Services;
  6. ensure that all tools, equipment, materials or other items provided to the Supplier for the provision of the Services are suitable for the performance of the Services, in good condition and in good working order; and
  7. obtain and maintain all necessary licences, permits and consents required to enable the Supplier to perform the Services and otherwise comply with its obligations under this Agreement.
3. The Supplier’s work will be reliant on the accuracy of the information given to the Supplier by the Customer or on the Customer’s behalf. The Customer will, so far as the Customer is able, in a timely manner:
  1. provide the Supplier with clear instructions and keep the Supplier informed of developments concerning matters the Supplier is working on;
  2. provide the Supplier with all Customer Materials, information and documents necessary or desirable for the Supplier to provide services to the Customer;
  3. inform the Supplier of any changes or additions to the instructions or to information, and documents previously provided by the Customer; and
  4. ensure that all information provided to the Supplier is complete and not misleading and that it is not provided to the Supplier in breach of any law or contractual obligation.
Performance of the services
1. The Services shall be deemed to have been completed in full and in accordance with the terms of this Agreement upon delivery of the Deliverables to the Client (Completion).
2. Supplier shall use reasonable endeavours to provide the Services and to deliver the Deliverables to the Customer in accordance with this Agreement in all material respects.
3. Time of performance shall not be of the essence. The Supplier shall use its reasonable endeavours to perform the Services in accordance with any commencement or end dates specified in this Agreement, but any such dates shall be estimates only and time for performance by Supplier shall not be of the essence of this Agreement. Any Services which do not have specified commencement or end dates shall be performed by the Supplier within a reasonable period of time.
4. The Supplier shall not be liable for any delay or failure in providing Services caused by:
  1. the Customer’s failure to comply with the provisions of clause 2 and 3.3;
  2. the Customer’s failure to supply the Customer Materials in a timely manner;
  3. the Customer providing incomplete, incorrect, inaccurate, damaged or otherwise insufficient Customer Materials, including but not limited to any data, information, consent, response or approval, to the Supplier;
  4. the Customer Materials being insufficient, faulty or inadequate to enable the Supplier to complete the Services and/or produce the Deliverables or
  5. Force Majeure.
5. If the Supplier’s performance of any of its obligations under this Agreement is prevented or delayed by any act or omission by the Customer, its agents, subcontractors, consultants or employees, or failure by the Customer to perform any relevant obligation (“Client Default”) the Supplier shall be allowed an extension of time to perform its obligations equal to the delay caused by the Customer and the Customer shall reimburse the Supplier for any costs or losses sustained or incurred by the Supplier arising directly from the Client Default.
6. The delay in clause 4.6 means any material delay in communication, providing information, consent, response or approval or any other delay due to the Customer’s fault, resulting in the non-compliance with this Agreement.
7. If any amendments, corrections, or updates are required by the Customer, those will be completed at an additional fee charged at the Supplier’s Standard Hourly Rates applicable from time to time.
Warranty
1. The Customer warrants that:
  1. it has the right, power and authority to enter into this Agreement and grant to the Supplier the rights (if any) contemplated in this Agreement;
  2. all documentation, and information is true, accurate and complete and may be relied on by the Supplier for the provision of the Services; and
  3. the Customer Materials and all other information, documents, materials, data or other items provided by the Customer pursuant to this Agreement do not infringe the Intellectual Property Rights of any third party.
2. The Supplier warrants that:
  1. the Services shall be performed with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982, Part II s 13;
  2. the Services as delivered to you by us will materially conform to the specifications set forth in the applicable Order Form during the term of the applicable Order Form.
3. Subject to the provisions of clause 5.6, the Supplier shall, at its option, remedy, re-perform or refund the Service Fee of any Services or Deliverables that do not comply with clause 5.2, provided that:
  1. the Customer serves a written notice on the Supplier that some or all of the Services or the Deliverables (as the case may be) do not comply with clause 5.2, and identifying in sufficient detail the nature and extent of the defects within five Business Days of Completion; and
  2. the Customer gives the Supplier a reasonable opportunity to examine the claim of the defective Services.
4. If the Customer fails to notify the Supplier of any defects within five Business Days in accordance with clause 5.3, the Services and the Deliverables will be deemed accepted by the Customer.
5. If the Customer notifies the Supplier of any defects in accordance with clause 5.3, the parties shall promptly discuss the deficiencies in such Deliverables and any actions that need to be carried out to remedy such deficiencies. Supplier shall thereafter use its reasonable endeavours to modify or repair any such Deliverable and submit it to the Customer.
6. The Supplier shall not be liable for any failure of the Services and the Deliverables to comply with the provisions of clause 2 where the same arises directly or indirectly and whether in whole or in part as a result of:
  1. a breach by the Customer of any of its obligations under this Agreement;
  2. an event of Force Majeure;
  3. any design, specification or requirement of the Customer; or
  4. use of the Customer Materials.
7. Except as set out in this clause 5:
  1. the Supplier gives no warranty and makes no representations in relation to the Services;
  2. the Supplier shall have no liability for any non-compliance with the warranty in clause 5.2, and
  3. the conditions implied by the Supply of Goods and Services Act 1982, ss 12–16 (inclusive) are expressly excluded.
8. The Customer acknowledges that the Supplier is not and cannot be aware of the extent of any potential loss or damage to the Customer resulting from any failure of the Services to conform to the specification, any delay in Completion or any failure by the Supplier to discharge its obligations under this Agreement.
9. The provisions of this clause 5 set out the Customer’s sole and exclusive remedies (howsoever arising, whether in contract, tort, negligence or otherwise) for any breach of clause 2 or for any other error or defect in the Deliverables or defective performance of the Services.
10. Save as expressly provided in this Agreement, following acceptance or deemed acceptance of a Deliverable, the Company will have no liability for the consequences of any use which the Customer makes in respect of such Deliverable.
11. Subject to the provisions of this clause 5, and save in respect of any error that constitutes a breach of this Agreement, no error correction or support or maintenance services will be supplied by the Company in respect of a Deliverable following acceptance or deemed acceptance of that Deliverable, unless such services are agreed between the parties in writing. The Company shall be entitled to charge additional fees (calculated according to the then current applicable Standard Hourly Rates) for any error correction or support or maintenance services supplied by West Pier in accordance with this clause 5.11.
12. The Supplier does not warrant that the Customer’s use of the Services and/or Deliverables will be uninterrupted or error-free or that the Services and/or Deliverables will meet the Customer’s requirements. In particular, the Services may be interrupted due to any planned or unplanned downtime of the Google Data Studio or other third party providers.
Suspension of services
1. If the Supplier is prevented or delayed in performing the Services by any cause attributable to the Customer, the Supplier (without prejudice to its other rights):
2. may suspend performance of the Services until the Customer remedies its default;
3. shall not be liable for any costs or losses sustained by the Customer as a result of such suspension; and
4. may charge the Customer (and the Customer shall pay under this Agreement) costs or losses incurred by the Supplier arising from the Customer’s default, subject to clause 10.
Service Fees
1. In consideration of the provision of the Services by the Supplier, the Customer shall pay the Service Fees to the Supplier. Service Fees may be increased by the Supplier under clause 5.
2. Unless otherwise specified in the applicable Order Form, the Service Fees:
  1. are due monthly in advance;
  2. are exclusive of VAT (or equivalent sales tax), and the Customer shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice (if applicable). If our services are subject to value added tax, you agree to indemnify us fully on demand for any interest, penalties or legal costs we incur as a result of any incorrect information you provide on your tax status.
  3. and any sums payable under this Agreement, shall be paid without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
3. shall be paid in the Agreed Currency.
4. The Supplier shall be entitled to be reimbursed by the Customer for all out-of-pocket expenses (including travelling expenses) and any additional disbursements (including but not limited to software licences) incurred by the Supplier and the Supplier Personnel in the proper provision of the Services, and the Supplier will include any such expenses on invoices rendered.
5. 7.5 The Supplier may increase the Service Fees for any and all Services at any time by giving the Customer not less than 30 Business Days’ notice in writing provided that the increase does not exceed 10% of the Service Fees in effect immediately prior to the increase.
6. Notwithstanding clause 5, the Supplier may increase the Prices with immediate effect by written notice to the Customer where there is an increase in the direct cost to the Supplier of supplying the relevant Services which exceeds 5% and which is due to any factor beyond the control of the Supplier.
7. If the Customer does not agree with any increase in the Service Feesnotified under clauses 5 or 7.6 then the Customer may terminate this Agreement by giving the Supplier not less than 30 calendar days’ notice, such notice to expire no earlier than the date on which the price increase was due to take effect provided always that the Customer shall accept performance (and shall, where applicable pay the increased price for) any Services in respect of which the Supplier had (at or prior to the time of receiving such notice) entered into an irrevocable commitment with any third party in connection with the Services.
8. Except as otherwise expressly provided in this Agreement or the applicable Order Form, upon both parties’ execution of an Order Form, the Order Form is non-cancellable and the fees are non-refundable and based on Services purchased, not actual usage.
9. If you use a credit card to set up an account or pay for any of the Services, you must be authorized to use the credit card information that you enter when you create the billing account. You authorize us to charge your credit card for the Services as agreed in the Order Form, plus a reasonable processing fee. We may charge your credit card (a) in advance; (b) at the time of purchase; (c) shortly after purchase; and/or (d) on a recurring basis for a subscription to the Subscription Services.
Payment
1. The Supplier shall pay for the Services in advance. The Supplier will take the first payment upon acceptance of the order and will take subsequent payments monthly in advance.
2. The Customer can pay for the Services using a debit card or credit card. Payment for the Services is by direct debit. The Customer’s designated bank account will be charged automatically each month.
3. Time of payment is of the essence. Where sums due hereunder are not paid in full by the due date:
  1. the Supplier may, without limiting its other rights, charge interest on such sums at 8% percentage points a year above the base rate of Bank of England from time to time in force; and
  2. interest shall accrue on a daily basis and apply from the due date for payment until actual payment in full, whether before or after judgment.
4. If you fail to timely pay any Subscription Fees or other fees owing under this Agreement or a Order Form, we may, without limitation to any of our other rights or remedies, suspend performance of the Services until we receive all amounts due, or terminate this Agreement or the applicable Order Form pursuant to clause 11.
Intellectual property rights
1. All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier. Supplier (and its licensors) shall retain ownership of all Supplier Background IPR in the Deliverables.
2. In consideration of the Service Fees payable under this Agreement and the parties’ mutual obligations under this Agreement the Supplier grants to the Customer a non-exclusive, royalty-free licence to use for the purposes of this Agreement the Intellectual Property Rights in the Services and the Deliverables and all other materials created by the Supplier pursuant to this Agreement for the duration of this Agreement.
3. The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Customer Materials for the term of the Agreement for the purpose of providing the Services to the Customer in accordance with the Agreement.
4. Except as expressly agreed above, no Intellectual Property Rights of either party are transferred or licensed as a result of this Agreement.
5. Subject to the foregoing, the Supplier shall be entitled to use in any way it deems fit any skills, techniques or Know-how acquired or developed or used in connection with this Agreement provided always that such skills, techniques or Know-how do not infringe the Customer’s Intellectual Property Rights now or in the future or disclose or breach the confidentiality of the Customer’s Confidential Information.
6. The Customer:
  1. warrants that the receipt and use in the performance of this Agreement by Supplier, its agents, subcontractors or consultants of Customer Materials shall not infringe the rights, including any Intellectual Property Rights, of any third party; and
  2. shall keep Supplier indemnified in full against all reasonable costs, expenses, damages and losses, including any interest, fines, legal and other professional fees and expenses awarded against or incurred or reasonably and properly paid by Supplier as a result of any claim brought against Supplier, its agents, subcontractors or consultants for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the receipt or use in the performance of this Agreement of Customer Materials.
Limitation of liability
1. The extent of the parties’ liability under or in connection with this Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 10.
2. Subject to clause 5, the total aggregate liability of the Supplier shall not exceed 50% of the amounts paid or payable by the Customer to the Supplier under this Agreement in the twelve-month period preceding any event giving rise to liability.
3. Subject to clause 5, the Supplier shall not be liable for consequential, indirect or special losses.
4. Subject to clause 5, the Supplier shall not be liable for any of the following (whether direct or indirect):
  1. loss of profit;
  2. loss of contract;
  3. loss of opportunity;
  4. loss of savings, discount or rebate (whether actual or anticipated);
  5. harm to reputation or loss of goodwill.
5. Notwithstanding any other provision of this Agreement, the liability of the parties shall not be limited in any way in respect of the following:
  1. death or personal injury caused by negligence;
  2. fraud or fraudulent misrepresentation; or
  3. any other losses which cannot be excluded or limited by applicable law.
  4. The limitations and exclusions of liability set out in clauses 2 to 10.4 shall not apply in respect of any indemnities given by either party under this Agreement.
Termination
1. Either party may terminate this Agreement at any time by giving notice in writing to the other party if :
  1. the other party commits a material breach of this Agreement and such breach is not remediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
  2. any consent, licence or authorisation held by the other party is revoked or modified such that the other party is no longer able to comply with its obligations under this Agreement or receive any benefit to which it is entitled.
2. Without prejudice to any other rights that it may have, the Supplier may terminate this Agreement immediately on written notice to the Customer if the Customer has failed to pay any amount due under this Agreement on the due date and such amount remains unpaid ten Business Days after the Customer has received a written notification from the Supplier that the payment is overdue.
3. Either party may terminate this Agreement at any time by giving notice in writing to the other party if that other party:
  1. stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
  2. is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the non-defaulting party reasonably believes that to be the case;
  3. becomes subject to a moratorium under Part A1 of the Insolvency Act 1986;
  4. becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;
  5. becomes subject to a restructuring plan under Part 26A of the Companies Act 2006;
  6. becomes subject to a scheme of arrangement under Part 26 of the Companies Act 2006;
  7. has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;
  8. has a resolution passed for its winding up;
  9. has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;
  10. is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within seven days of that procedure being commenced;
  11. has a freezing order made against it;
  12. is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title to those items;
  13. is subject to any events or circumstances analogous to those in clauses 3.1 to 11.3.12 in any jurisdiction.
4. The right of a party to terminate this Agreement pursuant to clause 3 shall not apply to the extent that the relevant procedure is entered into for the purpose of amalgamation, reconstruction or merger (where applicable) where the amalgamated, reconstructed or merged party agrees to adhere to this Agreement.
5. On termination of this Agreement for any reason:
  1. the Customer shall immediately pay all outstanding sums to the Supplier;
  2. the Supplier shall promptly invoice the Customer for all Services performed and Deliverables supplied but not yet invoiced and payment for such invoices shall be due immediately on receipt by the Customer;
  3. the Customer shall within 30 Business Days return any materials of the Supplier then in its possession or control; and
  4. the accrued rights and liabilities of the parties (including any rights in relation to breaches of contract) shall not be affected.
6. Termination of this Agreement for cause will terminate all Order Forms then in effect.
7. The following clauses of this Agreement shall survive termination, howsoever caused: clause 10 (limitation of liability); clause 12 (data protection); clause 5 (termination); clause 13 (confidential information); clause 17 (notices); clause 29 (third party rights); clause 32 (governing law and jurisdiction); and together with any other provision of this Agreement which expressly or by implication is intended to survive termination.
Data protection
1. In this clause 12, the following expression shall have the following meanings:
  1. “Data Controller”, “Data Processor” and “Data Subject” have the same meanings as defined in the Data Protection Legislation;
  2. “Personal Data” means data subject to protection under Data Protection Law in any jurisdiction;
  3. “Data Protection Law” means all applicable data protection law in any jurisdiction;
  4. “Data Protection Legislation” means: (i) the Data Protection Act 1998, until the effective date of its repeal; and thereafter (ii) unless and until the GDPR is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK; and then (iii) any successor legislation to the Data Protection Act 1998 or the GDPR; and
  5. “GDPR” means the General Data Protection Regulation (EU) 2016/679.
2. Each party will comply with all applicable requirements of the Data Protection Legislation. This clause 12 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
3. Without prejudice to the generality of clause 12.2, where one party acts as Data Controller in relation to the Personal Data, the Data Controller will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Data Processor for the duration and purposes of this framework agreement.
4. Without prejudice to the generality of clause 12.2, where one party acts as Data Processor on behalf of the other party, the Data Processor shall, in relation to any Personal Data processed in connection with the performance by the Data Processor of its obligations under this framework agreement:
  1. process that Personal Data only on the written instructions of the Data Controller unless the Data Processor is required by the laws of any member of the European Union or by the laws of the European Union or any other Data Protection Laws applicable to the Data Processor to process Personal Data (“Applicable Laws”). Where the Data Processor is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Data Processor shall promptly notify the Data Controller of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Data Processor from so notifying the Data Controller;
  2. ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Data Controller, 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;
  3. ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
  4. assist the Data Controller, at the Data Controller’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;
  5. notify the Data Controller without undue delay on becoming aware of a Personal Data breach;
  6. at the written direction of the Data Controller, delete or return Personal Data and copies thereof to the Data Controller on termination of this framework agreement unless required by Applicable Law to store the Personal Data; and
  7. maintain complete and accurate records and information to demonstrate its compliance with this clause 12.
5. Subject to the Data Controller’s prior written consent, the Data Processor may authorise a third-party processor (a “sub-processor”) to process the Personal Data obtained by it as a result of this framework agreement, provided that:
  1. the Data Processor enters into a written agreement with the sub-processor incorporating terms which are substantially similar to those set out in this clause 12; and
  2. the sub-processor’s agreement with the Data Processor terminates automatically on the termination of this framework agreement for any reason.
6. Either party may, at any time on not less than 30 days’ prior written notice, revise this clause 12 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this framework agreement).
Confidential information
1. Each party undertakes that, during the Term of this Agreement, it shall keep any information that is confidential in nature concerning the other party and its Affiliates including, any details of its business, affairs, customers, clients, suppliers, plans or strategy (Confidential Information) confidential and that it shall not use or disclose the other party’s Confidential Information to any person, except as permitted by clause 2.
2. A party may:
  1. subject to clause 14, disclose any Confidential Information to any of its employees, officers, representatives or advisers (Representatives) who need to know the relevant Confidential Information for the purposes of the performance of any obligations under this Agreement, provided that such party must ensure that each of its Representatives to whom Confidential Information is disclosed is aware of its confidential nature and agrees to comply with this clause 13 as if it were a party;
  2. disclose any Confidential Information as may be required by law, any court, any governmental, regulatory or supervisory authority (including any securities exchange) or any other authority of competent jurisdiction to be disclosed; and
  3. subject to clause 14, use Confidential Information only to perform any obligations under this Agreement.
3. Each party recognises that any breach or threatened breach of this clause 13 may cause irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages, the parties agree that the non-defaulting party may be entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.
Anti-bribery
1. For the purposes of this clause 14 the expressions adequate procedures and associated with shall be construed in accordance with the Bribery Act 2010 and guidance published under it.
2. The Customer shall ensure that it and each person referred to in clauses 2.1 to 14.2.3 (inclusive) does not, by any act or omission, place the Supplier in breach of any Bribery Laws. The Customer shall comply with all applicable Bribery Laws, ensure that it has in place adequate procedures to prevent any breach of this clause 14 and ensure that:
  1. all of the Customer’s personnel and all direct and indirect sub-contractors, suppliers, agents and other intermediaries of the Customer;
  2. all others associated with the Customer; and
  3. each person employed by or acting for or on behalf of any of those persons referred to in clauses 2.1 and/or 14.2.2, involved in performance of obligations under this Agreement so comply.
3. Without limitation to clause 2, the Customer shall not make or receive any bribe (which term shall be construed in accordance with the Bribery Act 2010) or other improper payment or advantage, or allow any such bribe or improper payment or advantage to be made or received on its behalf, either in the United Kingdom or elsewhere, and will implement and maintain adequate procedures to ensure that such bribes or improper payments or advantages are not made or received directly or indirectly on its behalf.
4. The Customer shall immediately notify the Supplier as soon as it becomes aware of a breach or possible breach of any of the requirements in this clause 14.
5. Any breach of this clause 14 by the Customer shall be deemed a material breach of this Agreement that is not remediable and shall entitle the Supplier to immediately terminate this Agreement by notice under clause 1.
Modern slavery
1. The Customer undertakes, warrants and represents that:
  1. neither the Customer nor any of its officers, employees, agents or sub-contractors has:
    1. committed an offence under the Modern Slavery Act 2015 (an MSA Offence); or
    2. been notified that it is subject to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; or
    3. is aware of any circumstances within its supply chain that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015;
  2. it shall comply with the Modern Slavery Act 2015 and the Modern Slavery Policy; and
  3. it shall notify the Supplier immediately in writing if it becomes aware or has reason to believe that it, or any of its officers, employees, agents or subcontractors have breached or potentially breached any of the Customer’s obligations under clause 15. Such notice to set out full details of the circumstances concerning the breach or potential breach of the Customer’s obligations.
2. Any breach of clause 1 by the Customer shall be deemed a material breach of the agreement and shall entitle the Supplier to terminate the Agreement in accordance with clause 11.1.1.
Entire agreement
1. This Agreement and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
2. Each party acknowledges that it has not entered into this Agreement or any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement or any documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in this Agreement.
3. Nothing in this Agreement purports to limit or exclude any liability for fraud.
Notices
1. Any notice given by a party under this Agreement shall be in writing and in English, signed by, or on behalf of, the party giving it and sent to the relevant party at their registered office address.
2. The parties may agree to accept email delivery if such delivery is conRrmed by the recipient by replying to the email as acknowledgement of receipt (an automatic reply or “read receipt” does not constitute acknowledgement).
3. Notices may be given, and are deemed received by email, immediately after the email has been sent.
4. This clause does not apply to notices given in legal proceedings or arbitration.
Force majeure
1. In this Agreement, Force Majeure means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under this Agreement. Inability to pay is not Force Majeure.
2. A party shall not be liable if delayed in or prevented from performing its obligations under this Agreement due to Force Majeure, provided that it:
  1. promptly notifies the other of the Force Majeure event and its expected duration; and
  2. uses reasonable endeavours to minimise the effects of that event.
Further assuranceEach party shall at the request of the other party, and at the cost of the requesting party, do all acts and execute all documents which are necessary to give full effect to this Agreement.
VariationNo variation of this Agreement shall be valid or effective unless it is in writing, refers to this Agreement and is duly signed or executed by, or on behalf of, each party.
Assignment and sub-contracting
1. The Supplier may at any time assign, sub-contract, transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights under this Agreement, provided that it gives prior written notice to the Customer.
2. The Customer shall not assign, sub-contract, transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights under this Agreement, in whole or in part, without the Supplier’s prior written consent.
Set offEach party shall pay all sums that it owes to the other party under this Agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
No partnership or agencyThe parties are independent and are not partners or principal and agent and this Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither party shall have, nor shall represent that it has, any authority to make any commitments on the other party’s behalf.
Severance
1. If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Agreement shall not be affected.
2. If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
Waiver
1. No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
2. No single or partial exercise of any right, power or remedy provided by law or under this Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy.
3. A waiver of any term, provision, condition or breach of this Agreement shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given.
Compliance with law Each party shall comply and shall (at its own expense unless expressly agreed otherwise) ensure that in the performance of its duties under this Agreement, its employees, agents and representatives will comply with all applicable laws and regulations, provided that neither party shall be liable for any breach of this clause 26 to the extent that such breach is directly caused or contributed to by any breach of this Agreement by the other party (or its employees, agents and representatives).
Conflicts within agreement
1. In the event of any conflict or inconsistency between the Order Form and this Agreement, the following descending order of priority applies:
  1. the Order Form;
  2. terms and conditions set out in this Agreement.
2. Subject to the above order of priority between documents, later versions of documents shall prevail over earlier ones if there is any conflict or inconsistency between them.
Third party rights
1. A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of this Agreement.
Non-solicitation
1. The Customer shall not, without the prior written consent of the Supplier, at any time from the date of this Agreement to the expiry of 12 months after the termination of this agreement, directly or indirectly solicit or entice away from the Supplier or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of the Supplier in the provision of the Services.
2. For the purposes of the clause 29.1, directly or indirectly shall (without limiting the expression) mean either alone or jointly with any other person, firm or body corporate and whether on the relevant person’s own account or in partnership with another or others, or as the holder of any interest in or as officer, employee or agent.
3. Each of the covenant inclause 29 is considered fair and reasonable by the Customer.
Counterparts
1. This agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
2. Transmission of an executed counterpart of this agreement (but for the avoidance of doubt not just a signature page) by email (in PDF, JPEG or other agreed format) shall take effect as the transmission of an executed “wet-ink” counterpart of this agreement. If this method of transmission is adopted, without prejudice to the validity of the agreement thus made, each party shall on request provide the other with the “wet-ink” hard copy original of their counterpart.
Governing law and Jurisdiction
1. This Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
2. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims), except that the Supplier may in its discretion commence proceedings against the Customer in any other jurisdiction in which the Customer is domiciled or where the Customer’s assets are located, whether concurrently or not, to the extent permitted by the laws of such other jurisdiction.
Execution
1. No signature on this document is required.
2. This Agreement becomes effective when you provide us with a signed Order Form containing the words “Standard Terms and Conditions Apply”, by your clicking on the “YES” button or accessing any part of the Services.IF YOU DO NOT AGREE WITH THE ABOVE TERMS AND CONDITIONS, DO NOT ACCESS THE SERVICES.

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