Terms And Conditions
BACKGROUND:
These Terms and Conditions are the standard terms for the provision of services by Reputation Control, an Online reputation company. Reputation Control Ltd registered in England under 10791011 of 5, North End Road, London NW11 7RJ. VAT registration number - 347 7865 47.
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Reputation Control Trademarks and Copyrights
Our trademark, Reputation Control may not be use in any way for any purpose without the express written permission of Reputation Control, a brand of Reputation Control Ltd.
1. Definitions and Interpretation
1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Business Day” means any day other than a Saturday, Sunday or bank holiday;
“Calendar Day” means any day of the year;
“Contract” means the contract for the provision of Services, as explained in Clause 2;
“Deposit” means an advance payment made to Us under sub-Clause 4.5;
“Month” means a calendar month;
“Price” means the price payable for the Services;
“Services” means the services which are to be provided by Us to you as specified in your Order (and confirmed in Our Order Confirmation);
“Special Price” means a special offer price payable for Services which We may offer from time to time;
“Order” means your order for the Services [as attached] OR [as shown overleaf];
“Order Confirmation” means Our acceptance and confirmation of your Order as described in Clause 2;
“We/Us/Our” means Reputation Control Ltd, a company registered in England under 10791011 of 5, North End Road, London NW11 7RJ. and includes all employees and agents of Reputation Control.
1.2 Each reference in these Terms and Conditions to “writing” and any similar expression includes electronic communications whether sent by e-mail, [text message,] fax or other means.
2. The Contract
2.1 These Terms and Conditions govern the sale and provision of Services by Us and will form the basis of the Contract between Us and you. Before submitting an Order, please ensure that you have read these Terms and Conditions carefully. If you are unsure about any part of these Terms and Conditions, please ask Us for clarification.
2.2 Nothing provided by us including, but not limited to, sales and marketing literature, price lists and other documents constitutes a contractual offer capable of acceptance. Your Order constitutes a contractual offer that We may, at our discretion, accept.
2.3 A legally binding contract between Us and you will be created upon our acceptance of your order with no guarantee for success unless offered, indicated by Our Order Confirmation. Order Confirmations will be provided in writing.
2.4 We shall ensure that the following information is given or made available to you prior to the formation of the Contract between Us and you, save for where such information is already apparent from the context of the transaction:
2.4.1 The main characteristics of the Services;
2.4.2 Our identity (set out above in sub-Clause 1.1) and contact details (as set out below in Clause 10);
2.4.3 The total Price for the Services including taxes or, if the nature of the Services is such that the Price cannot be calculated in advance, the manner in which it will be calculated;
2.4.4 The arrangements for payment, performance and the time by which (or within which) We undertake to perform the Services;
2.4.5 Our complaints handling policy;
2.4.6 Where applicable, details of after-sales services;
2.4.7 The duration of the Contract, where applicable, or if the contract is of indeterminate duration or is to be extended automatically, the conditions for terminating the Contract;
2.4.8 [Where applicable, the functionality, including appropriate technical protection measures, of digital content;]
2.4.9 [Where applicable, any relevant compatibility of digital content with hardware and software that We are aware of or might reasonably be expected to be aware of.]
3. Orders
3.1 All Orders for Services made by you will be subject to these Terms and Conditions.
3.2 You may change your Order at any time before We begin providing the Services by contacting Us. [Requests to change Orders must be made in writing.]
3.3 If your Order is changed We will inform you of any change to the Price in writing.
3.4 You may cancel your Order within 1 day of placing it, unless the negative content on the page has already been removed. If you have already made any payments to Us under Clause 4 (including, but not limited to the Deposit), the payment(s) will be refunded to you within 2 weeks. [If you request that your Order be cancelled, you must confirm this in writing.] If you wish to cancel the Services after this time period, or once We have begun providing the Services, please refer to Clause 9.
3.5 We may cancel your Order at any time before We begin providing the Services in the following circumstances:
3.5.1 The required personnel and/or required materials necessary for the provision of the Services are not available; or
3.5.2 An event outside of Our control continues for more than 2 weeks (please see Clause 8 for events outside of Our control).
3.6 If We cancel your Order before We begin providing the Services under sub-Clause 3.5 and you have already made any payments to Us under Clause 4 (including, but not limited to the Deposit), the payment(s) will be refunded to you within 2 weeks. If We cancel your Order, the cancellation will be confirmed by Us in writing.
4. Price and Payment
4.1 The Price of the Services will be that shown on our website in place at the time of your Order. If the Price shown in your Order differs from Our current Price We will inform you upon receipt of your Order.
4.2 Our Prices may change at any time but these changes will not affect Orders that We have already accepted.
4.3 We will issue a full refund within 14 working days for any services Reputation Control has failed to provide
4.4 Before We begin providing the Services, you will be required to pay a Deposit of 100% of the total Price for the Services. The due date for payment of your Deposit will be included in the Order Confirmation.
4.5 In certain circumstances, if your Order is cancelled, your Deposit will be refunded in full. The amount due will be calculated based upon the Price for the Services, and the amount of work (if any) already undertaken by Us. Please refer to sub-Clause 3.4 if you cancel your Order, to sub-Clauses 3.5 and 3.6 if We cancel your Order, or to Clause 9 if the Services are cancelled after they have begun.
4.6 The balance of the Price will be payable in [advance] during the provision of the Services].
4.7 We accept the following methods of payment:
4.71. In the event that a client fails to pay for whatever reason considering we have not taken the payment upfront, we have the right to either 1. Legally persue, 2. Reverse all links removed including ones that have been already paid for as a means of recouping costs.
4.7.2 Stripe Card Payments;
4.7.3 Bank Transfer, Visa, master;
5. Providing the Services
5.1 We will begin providing the Services on the date specified in your Order (and confirmed in Our Order Confirmation).
5.2 We will continue providing the Services for [a period] of 7 days.
5.3 We will make every reasonable effort to complete the Services on time (and in accordance with your Order). We cannot, however, be held responsible for any delays if an event outside of Our control occurs. Please see Clause 8 for events outside of Our control.
5.4 If We require any information from you in order to provide the Services, We will inform you of this as soon as is reasonably possible. Depending upon the exact nature of the Services you require from Us, We may require information such as information about your company.
5.5 If the information you provide under sub-Clause 5.4 is delayed, incomplete or otherwise incorrect, We will not be responsible for any delay caused as a result. If additional work is required from Us to correct or compensate for a mistake made as a result of incomplete or otherwise incorrect information that you have provided We may charge you a reasonable additional sum for that work.
5.6 In certain circumstances, for example where there is a delay in you sending Us information required under sub-Clause 5.4, We may suspend the Services (and will inform you of that suspension in writing).
5.7 In certain circumstances, for example where We encounter a technical problem, We may need to suspend the Services in order to resolve the issue. Unless the issue is an emergency and requires immediate attention We will inform you in advance in writing before suspending the Services.
5.8 If the Services are suspended under sub-Clauses 5.6 or 5.7, you will not be required to pay for them during the period of suspension. You must, however, pay any invoices that you have already received from Us by their due date(s).
5.9 If you do not pay Us for the Services as required by Clause 4, We may suspend the Services until you have paid all outstanding sums due. If this happens, We will inform you in writing. This does not affect Our right to charge you interest under sub-Clause 4.10.
6. Problems with the Services
6.1 We always use reasonable efforts to ensure that Our provision of the Services is trouble-free. If, however, there is a problem with the Services we request that you inform Us as soon as is reasonably possible [(you do not need to contact Us in writing)].
6.2 We will use reasonable efforts to remedy problems with the Services as quickly as is reasonably possible and practical. [In emergency situations, such as those where vulnerable people living in your property may be affected, We will use reasonable efforts to remedy problems within 24 hours.]
6.3 We will not charge you for remedying problems under this Clause 6 where the problems have been caused by Us, any of our agents or employees or sub-contractors or where nobody is at fault. If We determine that a problem has been caused by incorrect or incomplete information provided by you, sub-Clause 5.5 will apply and We may charge you for remedial work.
6.4 As a consumer, you have certain legal rights with respect to the purchase of services. We are, for example, required to provide the Services with reasonable care and skill although there is no guarantee for success unless offered. You also have remedies if we use materials that are faulty or incorrectly described. More information on your rights as a consumer can be obtained from your local Citizens Advice Bureau or from the Office of Fair Trading.
7. Our Liability
7.1 We will be responsible for any foreseeable loss or damage that you may suffer as a result of Our breach of these Terms and Conditions or as a result of Our negligence. Loss or damage is foreseeable if it is an obvious consequence of Our breach or negligence or if it is contemplated by you and Us when the Contract is created. We will not be responsible for any loss or damage that is not foreseeable.
7.2 We provide Services for domestic and private use (or purposes). We make no warranty or representation that the Services are fit for commercial, business or industrial purposes of any kind (including resale). By making your Order, you agree that you will not use the Services for such purposes. We will not be liable to you for any loss of profit, loss of business, interruption to business or for any loss of business opportunity.
7.3 [If We are providing Services in your property and We cause any damage, We will make good that damage at no additional cost to you. We are not responsible for any pre-existing faults or damage in or to your property that We may discover while providing the Services.]
7.4 Nothing in these Terms and Conditions seeks to exclude or limit Our liability for death or personal injury caused by Our negligence (including that of Our employees, agents or sub-contractors); or for fraud or fraudulent misrepresentation.
7.5 Furthermore, nothing in these Terms and Conditions seeks to exclude or limit Our liability for the following with respect to your rights as a consumer:
7.5.1 Breach of your right to title and quiet possession as implied by section 2 of the Supply of Goods and Services Act 1982;
7.5.2 Breach of terms relating to description, satisfactory quality, fitness for purpose and samples as implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982; and
7.5.3 Our liability relating to defective products as set out in the Consumer Protection Act 1987.
8. Events Outside of Our Control (Force Majeure)
8.1 We will not be liable for any failure or delay in performing Our obligations where that failure or delay results from any cause that is beyond Our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism, acts of war, governmental action, epidemic or other natural disaster, or any other event that is beyond Our control.
8.2 If any event described under this Clause 8 occurs that is likely to adversely affect Our performance of any of Our obligations under these Terms and Conditions:
8.2.1 We will inform you as soon as is reasonably possible;
8.2.2 Our obligations under these Terms and Conditions will be suspended and any time limits that We are bound by will be extended accordingly;
8.2.3 We will inform you when the event outside of Our control is over and provide details of any new dates, times or availability of Services as necessary;
8.2.4 If the event outside of Our control continues for more than 2 weeks We will cancel the Contract and inform you of the cancellation. Any refunds due to you as a result of that cancellation will be paid to you as soon as is reasonably possible;
8.2.5 If an event outside of Our control occurs and you wish to cancel the Contract, you may do so in accordance with your right to Cancel under sub-Clause 9.3.3.
9. Cancellation
9.1 If you wish to cancel your Order for the Services before the Services begin, you may do so under sub-Clause 3.4.
9.2 Once We have begun providing the Services, you are free to cancel the Services and the Contract at any time by giving Us 1 month written notice. If you have made any payment to Us for any Services We have not yet provided, these sums will be refunded to you [within 2 weeks]. If We have provided Services that you have not yet paid for, the sums due will be deducted from any refund due to you or, if no refund is due, We will invoice you for those sums and you will be required to make payment in accordance with Clause 4.
9.3 If any of the following occur, you may cancel the Services and the Contract immediately by giving Us written notice. If you have made any payment to Us for any Services We have not yet provided, these sums will be refunded to you [within 2 weeks]. If We have provided Services that you have not yet paid for, the sums due will be deducted from any refund due to you or, if no refund is due, We will invoice you for those sums and you will be required to make payment in accordance with Clause 4. If you cancel because of Our breach under sub-Clause 9.3.1, you will not be required to make any payments to Us. You will not be required to give 4 weeks notice in these circumstances:
9.3.1 We have breached the Contract in any material way and have failed to remedy that breach within 1 week of you asking Us to do so in writing; or
9.3.2 We enter into liquidation or have an administrator or receiver appointed over Our assets; or
9.3.3 We are unable to provide the Services due to an event outside of Our control (as under sub-Clause 8.2.5); or
9.3.4 We change these Terms and Conditions to your material disadvantage.
9.4 We may cancel your Order for the Services before the Services begin under sub-Clause 3.5.
9.5 Once We have begun providing the Services, We may cancel the Services and the Contract at any time by giving you 1 days notice. If you have made any payment to Us for any Services We have not yet provided, these sums will be refunded to you [within 2 weeks]. If We have provided Services that you have not yet paid for, the sums due will be deducted from any refund due to you or, if no refund is due, We will invoice you for those sums and you will be required to make payment in accordance with Clause 4.
9.6 If any of the following occur, We may cancel the Services and the Contract immediately by giving you written notice. If you have made any payment to Us for any Services We have not yet provided, these sums will be refunded to you [within 2 weeks]. If We have provided Services that you have not yet paid for, the sums due will be deducted from any refund due to you or, if no refund is due, We will invoice you for those sums and you will be required to make payment in accordance with Clause 4. We will not be required to give 1 day notice in these circumstances:
9.6.1 You fail to make a payment on time as required under Clause 4 (this does not affect our right to charge interest on overdue sums under sub-Clause 4.10); or
9.6.2 You have breached the Contract in any material way and have failed to remedy that breach within 2 weeks of Us asking you to do so in writing; or
9.6.3 We are unable to provide the Services due to an event outside of Our control (for a period longer than that in sub-Clause 8.2.4).
9.7 For the purposes of this Clause 9 (and in particular, sub-Clauses 9.3.1 and 9.6.2) a breach of the Contract will be considered ‘material’ if it is not minimal or trivial in its consequences to the terminating party (i.e. you under sub-Clause 9.3.1 and Us under sub-Clause 9.6.2). In deciding whether or not a breach is material no regard will be had to whether it was caused by any accident, mishap, mistake or misunderstanding.
10. Communication and Contact Details
10.1 If you wish to contact Us with questions or complaints, you may contact Us by telephone at website telephone number or by email at This email address is being protected from spambots. info@reputationcontrol.co.uk
10.2 In certain circumstances you must contact Us in writing (when cancelling an Order, for example, or exercising your right to cancel the Services). When contacting Us in writing you may use the following methods:
10.2.1 Contact Us by email at This email address is being protected from spambots. info@reputationcontrol.co.uk
; or
10.2.2 Contact Us by pre-paid post at Reputation Control, 5 North End Road, London NW11 7RJ.
11. How We Use Your Personal Information (Data Protection)
11.1 All personal information that We may collect (including, but not limited to, your name and address) will be collected, used and held in accordance with the provisions of the Data Protection Act 1998 and your rights under that Act.
11.2 We may use your personal information to:
11.2.1 Provide Our Services to you.
11.2.2 Process your payment for the Services.
11.2.3 Inform you of new products and services available from Us. You may request that We stop sending you this information at any time.
11.2.4 In certain circumstances (if, for example, you wish to pay for the Services on credit), and with your consent, We may pass your personal information on to credit reference agencies. These agencies are also bound by the Data Protection Act 1998 and should use and hold your personal information accordingly.
11.2.5 We will not pass on your personal information to any other third parties [without first obtaining your express permission].
12. Other Important Terms
12.1 We may transfer (assign) Our obligations and rights under these Terms and Conditions (and under the Contract, as applicable) to a third party (this may happen, for example, if We sell Our business). If this occurs you will be informed by Us in writing. Your rights under these Terms and Conditions will not be affected and Our obligations under these Terms and Conditions will be transferred to the third party who will remain bound by them.
12.2 You may not transfer (assign) your obligations and rights under these Terms and Conditions (and under the Contract, as applicable) without Our express written permission.
12.3 The Contract is between you and Us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms and Conditions.
12.4 If any of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms and Conditions. The remainder of these Terms and Conditions shall be valid and enforceable.
12.5 No failure or delay by Us in exercising any of Our rights under these Terms and Conditions means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms and Conditions means that We will waive any subsequent breach of the same or any other provision.
13. Governing Law and Jurisdiction
13.1 These Terms and Conditions (and the Contract) (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
13.2 Any dispute, controversy, proceedings or claim between Us and you relating to these Terms and Conditions (or the Contract) (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the non-exclusive jurisdiction of the courts of England and Wales.
STANDARD SERVICE TERMS AND CONDITIONS (B2C)
STANDARD SERVICE TERMS AND CONDITIONS (B2B)
BACKGROUND:
Reputation Control, a brand owned by Reputation Control Ltd (the “Service Provider”) provides online reputation management services to business clients. The Service Provider has reasonable skill, knowledge and experience in that field. These Terms and Conditions shall apply to the provision of services by the Service Provider to its clients.
Reputation Control Trademarks and Copyrights
Our trademark, Reputation Control may not be use in any way for any purpose without the express written permission of Reputation Control, a brand of Reputation Control Ltd.
1. Definitions and Interpretation
1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Agreement” means the agreement entered into by the Service Provider and the Client incorporating these Terms and Conditions (or variation thereof agreed upon by both Parties) which shall govern provision of the Services;
“Business Day” means, any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in London, England;
“Client” means the party procuring the Services from the Service Provider who shall be identified in the Agreement;
“Commencement Date” means the date on which provision of the Services will commence, as defined in the Agreement;
“Confidential Information” means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with the Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);
“Fees” means any and all sums due under the Agreement from the Client to the Service Provider, as specified in the Agreement;
“Services” means the services to be provided by the Service Provider to the Client in accordance with Clause 2 of the Agreement, as fully defined in the Agreement, and subject to the terms and conditions of the Agreement; and
“Term” means the term of the Agreement as defined therein.
1.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:
1.2.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
1.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
1.2.3 “these Terms and Conditions” is a reference to these Terms and Conditions as amended or supplemented at the relevant time;
1.2.4 a Clause or paragraph is a reference to a Clause of these Terms and Conditions or to a Clause of the Agreement, as appropriate; and
1.2.5 a "Party" or the "Parties" refer to the parties to the Agreement.
1.3 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.
1.4 Words imparting the singular number shall include the plural and vice versa.
1.5 References to any gender shall include the other gender.
1.6 References to persons shall include corporations.
2. Provision of the Services
2.1 With effect from the Commencement Date, the Service Provider shall, throughout the Term of the Agreement, provide the Services to the Client.
2.2 The Service Provider shall provide the Services with reasonable skill and care, commensurate with prevailing standards in the reputation management sector in the United Kingdom.
2.3 The Service Provider shall act in accordance with all reasonable instructions given to it by the Client provided such instructions are compatible with the specification of Services provided in the Agreement.
2.4 The Service Provider shall be responsible for ensuring that it complies with all statutes, regulations, byelaws, standards, codes of conduct and any other rules relevant to the provision of the Services.
2.5 The Service Provider may, in relation to certain specified matters related to the Services, act on the Client’s behalf. Such matters shall not be set out in the Agreement but shall be agreed between the Parties as they arise from time to time.
2.6 The Service Provider shall use all reasonable endeavours to accommodate any reasonable changes in the Services that may be requested by the Client, subject to the Client’s acceptance of any related reasonable changes to the Fees that may be due as a result of such changes.
3. Client’s Obligations
3.1 The Client shall use all reasonable endeavours to provide all pertinent information to the Service Provider that is necessary for the Service Provider’s provision of the Services.
3.2 The Client may, from time to time, issue reasonable instructions to the Service Provider in relation to the Service Provider’s provision of the Services. Any such instructions should be compatible with the specification of the Services provided in the Agreement.
3.3 In the event that the Service Provider requires the decision, approval, consent or any other communication from the Client in order to continue with the provision of the Services or any part thereof at any time, the Client shall provide the same in a reasonable and timely manner.
3.4 If any consents, licences or other permissions are needed from any third parties such as landlords, planning authorities, local authorities or similar, it shall be the Client’s responsibility to obtain the same in advance of the provision of the Services (or the relevant part thereof).
3.5 If the nature of the Services requires that the Service Provider has access to the Client’s home or any other location, access to which is lawfully controlled by the Client, the Client shall ensure that the Service Provider has access to the same at the times to be agreed between the Service Provider and the Client as required.
3.6 Any delay in the provision of the Services resulting from the Client’s failure or delay in complying with any of the provisions of Clause 3 of the Agreement shall not be the responsibility or fault of the Service Provider.
4. Fees, Payment and Records
4.1 The Client shall pay the Fees to the Service Provider in accordance with the provisions of the Agreement.
4.2 The Service Provider shall invoice the Client for Fees due in accordance with the provisions of the Agreement.
4.3 All payments required to be made pursuant to the Agreement by either Party shall be made 7 Business Days of receipt by that Party of the relevant invoice.
4.4 All payments required to be made pursuant to the Agreement by either Party shall be made in GBP Pound Sterling in cleared funds to such bank in London as the receiving Party may from time to time nominate, without any set-off, withholding or deduction except such amount (if any) of tax as that Party is required to deduct or withhold by law.
4.5 Where any payment pursuant to the Agreement is required to be made on a day that is not a Business Day, it may be made on the next following Business Day.
4.6 Without prejudice to sub-Clause 9.4.1 of the Agreement, any sums which remain unpaid following the expiry of the period set out in sub-Clause 4.3 of the Agreement shall incur interest on a daily basis at 5% above the base rate of Bank of England from time to time until payment is made in full of any such outstanding sums.
4.7 Each Party shall:
4.7.1 keep, or procure that there are kept, such records and books of account as are necessary to enable the amount of any sums payable pursuant to the Agreement to be accurately calculated;
4.7.2 at the reasonable request of the other Party, allow that Party or its agent to inspect those records and books of account and, to the extent that they relate to the calculation of those sums, to take copies of them;
5. Liability, Indemnity and Insurance
5.1 The Service Provider shall ensure that it has in place at all times suitable and valid insurance that shall include public liability insurance.
5.2 In the event that the Service Provider fails to perform the Services with reasonable care and skill it shall carry out any and all necessary remedial action at no additional cost to the Client.
5.3 The Service Provider’s total liability for any loss or damage caused as a result of its negligence or breach of the Agreement shall be limited to the sum defined therein.
5.4 The Service Provider shall not be liable for any loss or damage suffered by the Client that results from the Client’s failure to follow any instructions given by the Service Provider.
5.5 Nothing in these Terms and Conditions nor in the Agreement shall limit or exclude the Service Provider’s liability for death or personal injury.
5.6 Subject to sub-Clause 5.3 of the Agreement the Service Provider shall indemnify the Client against any costs, liability, damages, loss, claims or proceedings arising out of the Service Provider’s breach of the Agreement.
5.7 The Client shall indemnify the Service Provider against any costs, liability, damages, loss, claims or proceedings arising from loss or damage to any equipment (including that belonging to any third parties appointed by the Service Provider) caused by the Client or its agents or employees.
5.8 Neither Party shall be liable to the other or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of that Party’s obligations if the delay or failure is due to any cause beyond that Party’s reasonable control.
6. Guarantee
6.1 The Service Provider shall guarantee that the product of all Services provided will be free from any and all defects for a period that shall be defined in the Agreement.
6.2 If any defects in the product of the Services appear during the guarantee period set out in the Agreement the Service Provider shall rectify any and all such defects at no cost to the Client.
7. Confidentiality
7.1 Each Party undertakes that, except as provided by sub-Clause 7.2 of the Agreement or as authorised in writing by the other Party, it shall, at all times during the continuance of the Agreement and [for 2 years] after its termination:
7.1.1 keep confidential all Confidential Information;
7.1.2 not disclose any Confidential Information to any other party;
7.1.3 not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of the Agreement;
7.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and
7.1.5 ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 7.1.1 to
7.1.4 of the Agreement.
7.2 Either Party may:
7.2.1 disclose any Confidential Information to:
7.2.1.1 any sub-contractor or supplier of that Party;
7.2.1.2 any governmental or other authority or regulatory body; or
7.2.1.3 any employee or officer of that Party or of any of the aforementioned persons, parties or bodies;
to such extent only as is necessary for the purposes contemplated by the Agreement (including, but not limited to, the provision of the Services), or as required by law. In each case that Party shall first inform the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body under sub-Clause 7.2.1.2 or any employee or officer of any such body) obtaining and submitting to the other Party a written confidentiality undertaking from the party in question. Such undertaking should be as nearly as practicable in the terms of Clause 7 of the Agreement, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and
7.2.2 use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of the Agreement, or at any time after that date becomes, public knowledge through no fault of that Party. In making such use or disclosure, that Party must not disclose any part of the Confidential Information that is not public knowledge.
7.3 The provisions of Clause 7 of the Agreement shall continue in force in accordance with their terms, notwithstanding the termination of the Agreement for any reason.
8. Force Majeure
8.1 No Party to the Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
8.2 [In the event that a Party to the Agreement cannot perform their obligations hereunder as a result of force majeure for a continuous period to be defined in the Agreement, the other Party may at its discretion terminate the Agreement by written notice at the end of that period. In the event of such termination, the Parties shall agree upon a fair and reasonable payment for all Services provided up to the date of termination. Such payment shall take into account any prior contractual commitments entered into in reliance on the performance of the Agreement.]
9. Term and Termination
9.1 The Agreement shall come into force on the agreed Commencement Date and shall continue for a defined Term from that date, subject to the provisions of Clause 9 of the Agreement.
9.2 Either Party shall have the right, subject to the agreement and consent of the other Party and exercisable by giving not less than 1 month written notice to the other at any time prior to the expiry of the Term specified in sub-Clause 9.1 of the Agreement (or any further period for which the Agreement is extended) to extend the Agreement for a further period of 1 month.
9.3 Either Party may terminate the Agreement by giving to the other not less than 1 month written notice, to expire on or at any time after the minimum term of the Agreement (which shall be defined in the Agreement).
9.4 Either Party may immediately terminate the Agreement by giving written notice to the other Party if:
9.4.1 any sum owing to that Party by the other Party under any of the provisions of the Agreement is not paid within 7 Business Days of the due date for payment;
9.4.2 the other Party commits any other breach of any of the provisions of the Agreement and, if the breach is capable of remedy, fails to remedy it within 14 Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied;
9.4.3 an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;
9.4.4 the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
9.4.5 the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under the Agreement);
9.4.6 anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party;
9.4.7 the other Party ceases, or threatens to cease, to carry on business; or
9.4.8 control of the other Party is acquired by any person or connected persons not having control of that other Party on the date of the Agreement. For the purposes of Clause 9, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.
9.5 For the purposes of sub-Clause 9.4.2, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.
9.6 The rights to terminate the Agreement shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.
10. Effects of Termination
Upon the termination of the Agreement for any reason:
10.1 any sum owing by either Party to the other under any of the provisions of the Agreement shall become immediately due and payable;
10.2 all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of the Agreement shall remain in full force and effect;
10.3 termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of the Agreement which existed at or before the date of termination;
10.4 subject as provided in Clause 10 of the Agreement and except in respect of any accrued rights neither Party shall be under any further obligation to the other; and
10.5 each Party shall (except to the extent referred to in Clause 7 of the Agreement) immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information.
11. No Waiver
No failure or delay by either Party in exercising any of its rights under the Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of the Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
12. Further Assurance
Each Party shall execute and do all such further deeds, documents and things as may be necessary to carry the provisions of the Agreement into full force and effect.
13. Costs
Subject to any provisions to the contrary each Party shall pay its own costs of and incidental to the negotiation, preparation, execution and carrying into effect of the Agreement.
14. Set-Off
Neither Party shall be entitled to set-off any sums in any manner from payments due or sums received in respect of any claim under the Agreement or any other agreement at any time.
15. Assignment and Sub-Contracting
15.1 Subject to sub-Clause 15.2 The Agreement shall be personal to the Parties. Neither Party may assign, mortgage, charge (otherwise than by floating charge) or sub-licence or otherwise delegate any of its rights thereunder, or sub-contract or otherwise delegate any of its obligations thereunder without the written consent of the other Party, such consent not to be unreasonably withheld.
15.2 The Service Provider shall be entitled to perform any of the obligations undertaken by it through any other member of its group or through suitably qualified and skilled sub-contractors. Any act or omission of such other member or sub-contractor shall, for the purposes of the Agreement, be deemed to be an act or omission of the Service Provider.
16. Time
16.1 All times and dates referred to in the Agreement shall be of the essence of the Agreement.
17. Relationship of the Parties
Nothing in the Agreement shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in the Agreement.
18. Non-Solicitation
18.1 Neither Party shall, for the Term of the Agreement and for a defined period (which shall be defined in the Agreement) after its termination or expiry, employ or contract the services of any person who is or was employed or otherwise engaged by the other Party at any time in relation to the Agreement [without the express written consent of that Party].
18.2 Neither Party shall, for the Term of the Agreement and for a defined period (which shall be defined in the Agreement) after its termination or expiry, solicit or entice away from the other Party any customer or client where any such solicitation or enticement would cause damage to the business of that Party [without the express written consent of that Party].
19. Third Party Rights
19.1 No part of the Agreement shall confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Agreement.
19.2 Subject to Clause 19 of the Agreement, the Agreement shall continue and be binding on the transferee, successors and assigns of either Party as required.
20. Notices
20.1 All notices under the Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
20.2 Notices shall be deemed to have been duly given:
20.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
20.2.2 when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or
20.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
20.2.4 on the tenth business day following mailing, if mailed by airmail, postage prepaid.
In each case notices shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.
21. Entire Agreement
21.1 The Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.
21.2 Each Party shall acknowledge that, in entering into the Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in the Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
22. Counterparts
The Agreement may be entered into in any number of counterparts and by the Parties to it on separate counterparts each of which when so executed and delivered shall be an original, but all the counterparts together shall constitute one and the same instrument.
23. Severance
In the event that one or more of the provisions of the Agreement and/or of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of the Agreement and/or these Terms and Conditions. The remainder of the Agreement and/or these Terms and Conditions shall be valid and enforceable.
24. Dispute Resolution
24.1 The Parties shall attempt to resolve any dispute arising out of or relating to the Agreement through negotiations between their appointed representatives who have the authority to settle such disputes.
24.2 If negotiations under sub-Clause 24.1 of the Agreement do not resolve the matter within 28 of receipt of a written invitation to negotiate, the parties will attempt to resolve the dispute in good faith through an agreed Alternative Dispute Resolution (“ADR”) procedure.
24.3 If the ADR procedure under sub-Clause 24.2 of the Agreement does not resolve the matter within 28 days of the initiation of that procedure, or if either Party will not participate in the ADR procedure, the dispute may be referred to arbitration by either Party.
24.4 The seat of the arbitration under sub-Clause 24.3 of the Agreement shall be England and Wales. The arbitration shall be governed by the Arbitration Act 1996 and Rules for Arbitration as agreed between the Parties. In the event that the Parties are unable to agree on the arbitrator(s) or the Rules for Arbitration, either Party may, upon giving written notice to the other Party, apply to the President or Deputy President for the time being of the Chartered Institute of Arbitrators for the appointment of an arbitrator or arbitrators and for any decision on rules that may be required.
24.5 Nothing in Clause 24 of the Agreement shall prohibit either Party or its affiliates from applying to a court for interim injunctive relief.
24.6 The decision and outcome of the final method of dispute resolution under Clause 24 of the Agreement shall [not] be final and binding on both Parties.
25. Law and Jurisdiction
25.1 The Agreement and these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
25.2 Subject to the provisions of Clause 24 of the Agreement, any dispute, controversy, proceedings or claim between the Parties relating to the Agreement or these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.