Terms & Conditions Copy
Last edited on
Sep 8, 2022
Standard Terms and Conditions
RT7 Digital Limited (Supplier) is a company registered in England and Wales with company number 12040401 and registered office at Unit 309, Print Rooms Union Street, London, England, SE1 0LH. These standard terms and conditions (Conditions) apply to all services provided by the Supplier that are set out in a Proposal that has been signed by the Customer and the Supplier. The Proposal and these Conditions (plus the documents referred to in these Conditions) together constitute one entire agreement between the Supplier and the Customer regarding the supply of the relevant Services (Contract).
We may revise these Conditions at any time by amending this page. Please check this page from time to time to take notice of any changes we have made, as they are binding on you.
Understanding these terms
Account: (a) a new Amazon seller or vendor account created by the Customer with the assistance of the Supplier, for the purpose of providing the Services or (b) an existing Amazon seller or vendor account belonging to the Customer to which the Customer provides the Supplier with access for the purpose of providing the Services.
Amazon: Amazon.com Services LLC, Amazon Services Europe S.à r.l. or any of their affiliates.
Amazon Services: any websites, website features, platforms, applications, products or services provided by Amazon.
Amazon Rules: as defined in clause 8.5.
Applicable Law: all applicable laws, regulations, codes of practice, guidelines, decisions, orders and decrees imposed by law or any competent national or international governmental or regulatory authority, including all advertising laws, regulations and codes, and Data Protection Legislation.
Bespoke Materials: software, content or materials, and all Intellectual Property Rights in or to them, that are created by the Supplier in solely the course of providing the Services to the Customer and that relate specifically to a Listing and/or the Customer Products.
Business Day: any day that is not a Saturday, Sunday or public holiday in England.
Customer: the customer identified in the Proposal.
Customer Affiliate: a holding company of the Customer or a subsidiary of the Customer or its holding company, where "holding company" and "subsidiary" have the meanings given in section 1159 of the Companies Act 2006.
Customer Materials: any software, content and materials, and all Intellectual Property Rights in or to them, relating to the Customer or the Customer Products that are provided or made available by the Customer to the Supplier for the purpose of providing the Services.
Customer Product: the products offered for sale by the Customer, as identified in the Proposal, SKU list and/or Scope of Work (as applicable).
Data Protection Legislation: means the GDPR, the UK Data Protection Act 2018, Directive 2002/58/EC and any legislation and/or regulation implementing or made pursuant to them, or which amends, replaces, re-enacts or consolidates any of them, and all other applicable laws relating to processing of personal data and privacy that may exist in any relevant jurisdiction. GDPR means, in each case to the extent applicable to the processing activities: (i) Regulation (EU) 2016/679; and (ii) Regulation (EU) 2016/679 as amended by any legislation arising out of the withdrawal of the UK from the European Union.
Deliverables: the deliverables specified in the Proposal and/or Scope of Work.
Deposit: the lump sum advance payment (if any) specified in the Proposal that is payable by the Customer to the Supplier on the Commencement Date.
Due Diligence: a review by the Supplier of the agreed Proposal, Scope of Work (as defined in clause 3.2 below), any proposed variations, the Customer’s brand assets and SKU list.
Fees: the fees payable by the Customer for the supply of the Services, as specified in the Proposal.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Listing: a listing for the Customer's products published via the Customer's Account in accordance with this Contract.
Proposal: the written proposal for the supply of Services issued by the Supplier and agreed by the parties in accordance with clause 2 below.
Recurring Fee: the annual fee (if any) specified in the Proposal that is payable by the Customer to the Supplier for the Services monthly in instalments.
Service Description: the written description of the Services set out in the Proposal, and/or Scope of Work.
Services: the Services, including the Deliverables, specified in the Proposal, and/or Scope of Work.
Set Up Fee: the non-refundable fee (if any) specified in the Proposal that is payable by the Customer to the Supplier for the registration of the Account.
Supplier Materials: all software, content and materials, and all Intellectual Property Rights in or to them, provided or made available to the Customer by the Supplier but excluding the Customer Materials and the Bespoke Materials.
Term: as defined in clause 21 below.
a) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
b) Any words following the terms including, include, in particular, for example or any similar expression, will be construed as illustrative and will not limit the sense of the words, description, definition, phrase or term preceding those terms.
c) A reference to writing or written includes email.
Basis of contract
2.1. The parties acknowledge and agree that the issuance by the Supplier of a written proposal for services shall constitute an offer which shall be deemed accepted when the Customer signs the proposal or instructs the Supplier to commence work, whichever is earlier (at which point, it shall become a Proposal and the Contract will come into existence (Commencement Date)). Each Proposal creates a separate contract.
2.2. Either the Supplier or the Customer may cancel or reject a written proposal by written notice to the other party at any time prior to the Commencement Date.
2.3. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
Scope of work
3.1. Within 20 Business Days from Due Diligence being carried out by the Supplier or once the account set up has been successfully completed, the Supplier may require that the parties have a scope of work call, during which they will discuss and agree the scope of Services to be provided, including details of all Deliverables, any variations to the initial Proposal and resulting changes to the Fees.
3.2. During or following the scope of work call, the Supplier may issue a written document confirming the agreed scope of services (Scope of Work). The parties acknowledge that where any such Scope of Work is issued, it may differ from the Proposal should such result from the parties’ discussions.
3.3. Any Scope of Work agreed in writing by the parties (including by email exchange) will be final and binding. If there is any conflict or inconsistency between the Proposal and a Scope of Work, the Scope of Work will prevail. No changes to a Scope of Work will be valid unless they agreed in accordance with the Change Procedure.
3.4. Should the customer require service levels over and above the Supplier’s standard allocated hours for content creation, advertising and account management, such additional services will be deemed to be out of scope and the Supplier reserves the right to charge additional Fees for such additional services.
Supply of services
4.1. The Supplier shall not be obliged to provide any Services until a Proposal has been agreed in accordance with clause 2, save where the Supplier issues a Scope of Work in accordance with clause 3, in which case the Supplier shall not be obliged to provide any Services until such Scope of Work has been agreed in writing.
4.2. The Supplier will:
a) supply the Services to the Customer in accordance with the Proposal and/or Scope of Work (as applicable) in all material respects;
b) use all reasonable endeavours to meet any timeline(s) specified in the Proposal and/or Scope of Work, but such timeline(s) will be estimates only and time will not be of the essence for performance of the Services.
4.3. The Supplier can amend the Service Description if necessary, to comply with any Applicable Law, or if the amendment will not materially affect the nature or quality of the Services. The Supplier will notify the Customer in writing of any change to the Service Description.
4.4. Subject to clause 14.1 the Customer acknowledges that the Services are provided "as is" and to the fullest extent permitted by law any warranties other than those set out in this clause 4 (whether express or implied by law, statute or otherwise) as to the quality and availability of the Services and their correspondence with the Service Description, are excluded.
4.5. The Customer acknowledges and agrees that the Supplier’s provision of Services in a specific market or territory shall be subject at all times to any rules, restrictions, customs, practices, limitations (including without limit any technical, operational or regulatory limitations) relating to any Amazon Services in that market or territory.
4.6. The Customer acknowledges that advertising expenditure in relation to Amazon Services is by its nature difficult to accurately control, and agrees that Supplier shall be deemed to have discharged any obligation to spend any agreed advertising budgets where Supplier has used reasonable endeavours to not overspend or underspend by more than 10% of the agreed budget.
4.7. Notwithstanding any other provisions of this Contract, the Customer acknowledges and agrees that whilst the Services will generally be provided with reasonable care and skill, should any inaccuracies, failures or delays occur due to human error, the Customer shall notify the Supplier in writing of the same and Supplier shall within 30 days use reasonable endeavours to correct the issue and/or provide a reasonable solution. Where the Contractor complies with its obligations under this clause 4.7, it shall not be deemed to have committed any breach and shall not be liable to the Customer for any losses arising in connection with the relevant inaccuracy, failure or delay.
5.1. The Supplier grants to the Customer’s Affiliates the right to use the Services and exercise the rights granted to the Customer under this Contract, provided that: (i) the Customer provides written notice to the Supplier in advance of any Customer Affiliate using the Services; and (ii) the Customer will be fully responsible for each such Customer Affiliate’s compliance with the terms of this Contract as if the acts and omissions of each such Customer Affiliate were its own.
6.1. The Customer will (and will ensure that each relevant Customer Affiliate will):
a) cooperate with the Supplier in all matters relating to the Services and respond in a timely manner to Supplier’s communications;
b) grant the Supplier full access to any Customer Account at all times during the Term for the purpose of providing the Services;
c) promptly provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
d) obtain and maintain all necessary licences, permissions and consents which may be required to receive and use the Services;
e) ensure that it maintains sufficient inventory of the Customer Products to meet demand;
f) comply with the Amazon Rules and all Applicable Laws; and
g) be responsible for: (i) the accuracy and completeness of information concerning Customer’s organisation, products and services, which is provided to Supplier by Customer or by a third party authorised by Customer; (ii) any ideas or directions, provided to Supplier by Customer or by a third party authorised by Customer; and (iii) the content of any materials approved by Customer.
6.2. If the Supplier's performance of any of its obligations under this Contract is prevented, restricted or delayed by any act or omission by the Customer (or a Customer Affiliate) or failure by the Customer (or a Customer Affiliate) to perform any obligations under this Contract (Customer Default):
a) without limiting or affecting any other right or remedy available to it, the Supplier will have the right to suspend performance of the Services until the Customer (or Customer Affiliate) remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations. Where the Services are suspended pursuant to this clause 6.2(a) the Term shall be extended for an additional period equal to the period during which the Services are suspended (Service Suspension Period); and (b) the Fee payable in respect of the Services during the Service Suspension Period shall be reduced to amount equal to 20% of the Fees that would have been payable during the Service Suspension Period in circumstances where the Services had not been suspended;
b) without limiting or affecting any other right or remedy available to it, the Supplier shall also be entitled at its sole discretion to:
increase the Fees associated with the Services on a pro-rata basis with reference to any additional time and/or resources required to continue to perform the Supplier’s obligations under this Contract;
propose appropriate alternative contractual terms in good faith (acting reasonably) with view to addressing any delays, additional costs or other issues arising as a result of the Customer Default, which terms shall not be unreasonably refused by the Customer (including by way of example only a Payment Holiday as defined in clause 12.2 below). Where the Supplier makes a proposal of alternative contractual terms pursuant to this clause 12.2 (in writing), the alternative contractual terms shall be deemed to be accepted should the Supplier not receive a response in writing from the Customer within 14 days of the date on which the proposal was made; or
terminate the Contract with immediate effect by giving written notice to the Customer.
c) the Supplier shall not be deemed to have breached and/or failed to have met (as applicable) any terms, rules, legal duties, obligations, warranties, representations, undertakings or targets (including for example any ‘KPIs’ or ‘Service Levels’) associated with this Contract, nor shall the Supplier be liable for any costs or losses sustained or incurred by the Customer (or any Customer Affiliate) arising directly or indirectly from any relevant Amazon Rule, act or omission;
d) the Supplier will not be liable for any costs or losses sustained or incurred by the Customer (or any Customer Affiliate) arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations where this Clause 6.2(d) applies; and
e) the Customer will reimburse the Supplier on demand for any costs or losses arising directly or indirectly from the Customer Default.
Account creation and access
7.1. Subject at all times to clause 8.4 below, where the Services include the creation of an Account:
a) The Supplier will use all reasonable endeavours to assist the Customer in creating an Amazon business account.
b) The Customer acknowledges that all new Amazon business accounts are subject to verification checks by Amazon and that the Supplier cannot guarantee that Amazon will accept the Supplier's request to create an account for the Customer (or a Customer Affiliate).
c) The Customer will pay the Set Up Fee regardless of whether the account set-up or registration is successful.
7.2. Where the Services do not include the creation of an Account, the Customer will (or will procure that its Customer Affiliate(s) will) provide the Supplier with access to its Account on the Commencement Date.
Listings, marketing materials and account management services
8.1. In providing the Services the Supplier will only use information, descriptions, images, logos, branding or other materials relating to the Customer's products and services (Marketing Materials) that are:
a) provided or made available to the Supplier by the Customer or its authorised agents; or
b) created by the Supplier on the Customer’s (or a Customer Affiliate's) behalf and at the Customer's request:
in accordance with any design, layout and / or blueprints agreed between the parties in the Proposal and/or Scope of Work
in accordance with the Customer's reasonable written instructions in relation to use of its brands, logos, trademarks, trade names and service marks (Brand Guidelines); and
approved by the Customer in writing (email being sufficient) in advance of being used by the Supplier in connection with the Services (if the Customer fails to respond to any proposed Marketing Materials within 2 Business Days of the Supplier sending them to the Customer, the Supplier will be deemed to have accepted them).
8.2. Prior to publishing a new Listing or any material changes to an existing Listing, the Supplier will submit the Listing to the Customer for approval. If, in the Customer's reasonable opinion, the Listing (a) does not materially conform with a relevant Proposal, Scope of Work or the Customer's Brand Guidelines or (b) contains any factually inaccurate or misleading information, the Customer may request reasonable changes to the Listing. Provided such changes are requested within 5 Business Days of the Listing being submitted for approval by the Customer, the Supplier will use all reasonable endeavours to make the requested changes at no additional cost to the Customer. The Customer may exercise this right on not more than 3 occasions and any additional changes requested thereafter shall be subject to additional Fees, which shall be communicated to the Customer in advance of any such additional changes being made.
8.3. The Supplier will use all reasonable endeavours to provide the Account and campaign management Services in accordance with the marketing plan set out in the Proposal and/or Scope of Work as applicable.
8.4. Supplier may use Customer’s name and Marketing Materials in Supplier's portfolio, on Supplier's website, intranet, and for internal, trade and promotional purposes.
8.5. The Customer acknowledges that the Supplier’s provision of the Services shall be subject always to any provisions, terms, conditions, rules, guidance, orders, instructions, directions or similar imposed by Amazon or otherwise associated with Amazon Services (each and together Amazon Rules). Notwithstanding any other provision of this Contract, where as a result of any Amazon Rule(s) or any failure, delay, act or omission of Amazon, the Supplier is prevented or restricted in any way from providing the Services, the Supplier shall not be deemed to have breached and/or failed to meet (as applicable) any terms, rules, legal duties, obligations, warranties, representations, targets (including for example any ‘KPIs’ or ‘Service Levels’) or similar, associated with this Contract; nor shall the Supplier be liable for any costs or losses sustained or incurred by the Customer (or any Customer Affiliate) arising directly or indirectly from the relevant Amazon Rule, failure, delay, act or omission. Further, without limiting or affecting any other right or remedy available to it, the Supplier shall be entitled at its sole discretion to:
a) suspend the Services (by giving written notice to the Customer) until such time as it is able to provide the Services without any such interruption, in which case: (a) the Term shall be extended for an additional period equal to the period during which the Services are suspended (Amazon Suspension Period); and (b) the Fee payable in respect of the Services during the Suspension Period shall be reduced to an amount equal to 20% of the Fees that would have been payable during the Suspension Period in circumstances where the Services had not been suspended; or
b) increase the Fees associated with the Services on a pro-rata basis with reference to any additional time and/or resource required to perform the Services; or
c) propose appropriate alternative contractual terms in good faith (acting reasonably) with view to addressing any delays, additional costs or other issues arising as a result of the relevant Amazon Rule(s), failure(s), delay, acts or omissions which terms shall not be unreasonably refused by the Customer (including by way of example only a Payment Holiday as defined in clause 12.2 below). Where the Supplier makes a proposal of alternative contractual terms pursuant to this clause 8.5(c) (in writing), the alternative contractual terms shall be deemed to be accepted should the Supplier not receive a response in writing from the Customer within 14 days of the date on which the proposal was made; or
d) terminate the Contract with immediate effect by giving written notice to the Customer.
Changes to proposal or scope of work
Customer Contact Forms
9.1. Throughout the Term the Customer and the Supplier will have regular meetings (in person, by phone or by video conference) to discuss the Account(s), explore possible ways to improve marketing and sales of the Customer Products and resolve any issues relating to Services.
9.2. If, as a result of such a meeting, the parties have agreed to make any change to the Account, Services, Proposal and/or Scope of work (including instruction from the client relating to the daily management of the Account), the Supplier will submit a written statement (“Customer Contact Form”) to the Customer by email, setting out (a) the proposed changes and (b) any resulting changes to the Fees and/or estimated timelines.
9.3. The Customer may object to such changes by responding to the Supplier by email within 2 Business Days of the date of the Customer Contact Form, and the parties will meet to agree in good faith an appropriate way forward.
9.4. If the Customer does not raise any objection within 2 Business Days, the proposed changes will be deemed to have been changed in accordance with the Customer Contact Form.
Written Change requests
9.5. The Customer may request changes to a Proposal, Scope of Work, Listing or Marketing Materials at any time by submitting a written email request to the Supplier (Change Request). The Supplier will endeavour to respond to any Change Request within 10 Business Days by either (a) providing written details of the estimated timeline and any additional costs to be charged to the Customer for implementing the Change Request (Change Email) or (b) rejecting the Change Request with written reasons for its decision.
9.6. The Supplier may at its absolute discretion, reject any Change Request.
9.7. The Supplier may propose material changes to a Proposal, Scope of Work, Listing or Marketing Materials at any time by submitting a Change Email to the Customer explaining the reasons for the proposed changes and setting out details of the estimated timeline and any additional costs to be charged to the Customer for implementing proposed changes.
9.8. The Supplier will not implement any material changes to a Proposal, Scope of Work, Listing or Marketing Materials unless the Customer has provided written acceptance of the relevant Change Email.
9.9. The Supplier may implement non-material changes at any time without permission. A change will be considered non-material if it is made to correct typographical or other obvious errors or inconsistencies.
Reporting and payment
10.1. Any sales-linked Fees, if applicable, will be calculated based on figures provided by Amazon via the Account.
10.2. The Deposit and any Set-Up Fee will be invoiced to the Customer on the Commencement Date.
10.3. The Supplier will invoice the Customer monthly in advance for all other Fees.
10.4. The Customer will pay each invoice submitted by the Supplier:
a) as soon as reasonably practicable and in any event within 7 days of the date of the invoice; and
b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and
c) time for payment will be of the essence of the Contract.
10.5. All amounts payable by the Customer to the Supplier are exclusive of any value added tax or other sales tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer will, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
10.6. If the Customer fails to make a payment to the Supplier by the due date then, without limiting the Supplier's remedies under Clause 18, the Customer will pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgement. Interest under this Clause 9.6 will accrue each day at the higher of 4% a year, or 4% above the Bank of England's base rate from time to time.
10.7. All amounts payable by the Customer under this Contract will be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
11.1. Provided the Supplier gives at least 5 Business Days' written notice to the Customer, the Supplier (or its professional advisers) may during ordinary business hours inspect, audit and take copies of relevant records, and other documents as necessary to verify the Customer's compliance with the terms and conditions of this Contract, including reporting of Gross Revenues.
11.2. The Customer and each relevant Customer Affiliate will:
a) provide the Supplier (and its professional advisers) with all reasonable cooperation, access and assistance in relation to each audit; and
b) allow the Supplier and its professional advisers to meet with the Customer's personnel and ensure that the Customer's (any relevant Customer Affiliate’s) personnel provide all explanations reasonably necessary to perform the audit effectively.
11.3. The parties will bear their own costs and expenses incurred in respect of compliance with their obligations under this Clause except where the audit identifies that the Customer has made an underpayment equal to 5% or more of the actual amount owed to the Supplier in respect of the period covered by the audit, in which case the costs and expenses of the audit will be paid by the Customer on demand.
11.4. If an audit identifies that the Customer has underpaid any Fees, the Customer will pay to the Supplier the amount of the underpayment within 30 days from the date of receipt of an invoice or notice to do so.
12.1. The Customer shall not be entitled to any delay, suspension or waiver of its payment obligations under this Contract for any reason unless it has been agreed in writing with the Supplier in advance.
12.2. If the Customer (or any Customer Affiliate that is using the Services) is temporarily prohibited from trading on Amazon for at least 48 consecutive hours the Customer may request a suspension of its payment obligations from the Supplier for a fixed period (Payment Holiday).
12.3. The Supplier may, in its absolute discretion, grant a Payment Holiday for a maximum period of three (3) consecutive months. Nothing in this clause 12 is intended to, or shall be deemed to, place the Supplier under any obligation to grant a Payment Holiday in any circumstances.
12.4. Unless otherwise specified in writing by the Supplier at the time of granting the Payment Holiday, the Term will be extended by the length of any Payment Holiday(s) granted by the Supplier in accordance with this clause 12.
12.5. The grant of any Payment Holiday by the Supplier shall be without prejudice to the Supplier’s rights and remedies in respect of any breach by the Customer of any of its payment obligations occurring before the Payment Holiday was granted, and shall not constitute a waiver of any such breach.
12.6. If the Customer’s inability to pay is caused by the Customer having insufficient stock to fulfil orders, the Customer will not be entitled to a Payment Holiday.
Intellectual property rights
13.1. As between the Customer and the Supplier, the Supplier owns or licenses the Supplier Materials and the Customer (or a Customer Affiliate) owns or licenses the Customer Materials. Unless otherwise expressly stated in this clause 13, nothing in this Contract is intended to, or will be deemed to, transfer any right, title or interest in any Intellectual Property Rights belonging to one party to the other party.
13.2. The Customer grants the Supplier a non-exclusive, non-transferable, non-assignable, revocable, royalty free licence during the Term to use the Customer Materials solely for the purpose of providing the Services.
13.3. The Supplier grants the Customer a non-exclusive, non-transferable, non-sublicensable, non-assignable, revocable, royalty free licence, during the Term to use the Supplier Materials solely for the purpose of receiving the Services. 13.4. Subject always to the Customer's compliance with the terms of this Contract (in particular its obligation to pay all invoices when due), the Supplier hereby assigns to the Customer all present and future Intellectual Property Rights and other rights relating to any Bespoke Materials that its created by the Supplier in the course of providing the Services to the Customer, with full title guarantee, worldwide and in perpetuity.
14.1. Each party warrants and represents to the other that it has all right, title and authority to enter into and perform its obligations under this Contract.
14.2. The Customer warrants and represents that:
a) when using the Services and performing its obligations under this Contract, it will, and each Customer Affiliate will, comply with all Applicable Laws;
b) it has obtained all necessary rights, permissions, licences and consents required for the Supplier to exercise the licence granted to it in clause 13;
c) the Supplier's use of the Customer Materials will not breach (a) any Applicable Laws and/or (b) any third party rights (including without limit any Intellectual Property Rights);
d) it shall not breach any Amazon Rules;
e) it shall not do or omit to do anything which may bring the name or reputation of the Supplier into disrepute or prejudice the interests of the business of the Supplier (including, by way of example only, engaging in any fraudulent activity, or breaching any Amazon Rules); or
f) cause the Supplier to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business (including, by way of example only, any such revocation by Amazon or in connection with Amazon Services).
15.1. Each party undertakes that it will not at any time during the Term, and for a period of two years after, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clauses 8.4 and 15.2.
15.2. Each party may disclose the other party's confidential information:
a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Contract. Each party will ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this Clause 15; and
b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
15.3. Neither party will use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Contract.
16.1. The Customer shall not, without the Supplier’s prior written consent, during the Term of or for a period of twelve (12) months after the expiry or termination of this Contract solicit or entice away from the Supplier or employ or attempt to employ any person who is, or has been, engaged as an employee or consultant by the Supplier in the provision of the Services.
17.1. The Customer and Supplier will comply, and will ensure that their respective personnel comply with, the provisions of the Data Protection Legislation applicable to the provision of the Services.
18.1. The Customer hereby indemnifies the Supplier against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and reasonable legal costs suffered or incurred by the Supplier arising out of or in connection with the Customer's (or any Customer Affiliate’s) breach of the warranties set out in clause 14.
18.2. Clauses 19.2 and 19.3 will not apply to the Customer's indemnity obligations under clause 18.1.
Limitation of liability
19.1. Nothing in this Contract will exclude or limit the liability of either party to the other for:
a) death or personal injury arising out of negligence;
b) fraud or fraudulent misrepresentation; or
c) any other liability that cannot be excluded or limited by law.
19.2. Subject to clause 19.1, the total liability of the Supplier to the Customer, including liability for breach of contract, misrepresentation (whether tortious or statutory) and tort in respect of liability for loss of, or damage to, tangible property (including real property) arising as a result of the acts or omissions of the Supplier or the Supplier Personnel under or in connection with this Contract will not exceed the greater of:
a) £10,000; or
b) a sum equal to the total Fees paid or payable by the Customer under this Contract.
19.3. Subject to clause 19.1, neither party will be liable to the other party for:
a) any indirect, special or consequential loss or damage; or
b) any loss of profits, business opportunities, loss of anticipated savings or damage to goodwill (whether direct or indirect); or
c) any loss or corruption of data; or
d) any management expenses incurred as a result of the other party's breach of the Contract.
Suspension of services
20.1. Without prejudice to its other rights, the Supplier may suspend all or any part of the provision of the Services without notice to the Customer if:
a) the Customer fails to pay when due any Fees, until the payment is received in full; or
b) the Customer is in material breach of any term of the Contract, until such breach has been remedied to the Supplier's satisfaction; or
c) to comply with Applicable Laws.
20.2. The Customer will continue to pay the Fees for any Services that are suspended in accordance with clause 20.1.a) or 20.1.b).
Term and termination
21.1. This Contract will commence on the Commencement Date and continue for the term stated in the Proposal, unless no term is stated in the Proposal in which case it shall continue for 12 months (Initial Term), following which it will automatically renew on the same terms for successive periods equal to the Initial Term (each an Extended Term); in either case unless terminated by either party giving written notice to terminate at least 30 days before the end of the Initial Term or then current Extended Term (Term).
21.2. Without prejudice to its other rights, either party may terminate this Contract immediately on written notice to the other party if:
a) the other party commits a material breach of this Contract (or a series of persistent minor breaches of this Contract which, when taken together, amount to a material breach) and the breach (i) is not capable of remedy or (ii) is capable of remedy but the other party fails to remedy the breach within 30 days of the Supplier's written request to do so; or
b) the other party: goes into liquidation; an administrator or receiver is appointed over the whole or any part of that other party's assets; enters into any arrangement for the benefit of or compounds with its creditors generally; or threatens to do any of these things or any judgement in respect of a debt is made against the other party; or there is any similar occurrence under any jurisdiction affecting the other party; and/or
c) the other party ceases or threatens to cease to carry on business.
21.3. The Supplier may terminate this Contract immediately on written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment and remains in default for 30 days.
Consequences of termination
22.1. Termination or expiry of this Contract will:
a) be without prejudice to all rights and remedies that have already accrued to either party under this Contract prior to such expiry or earlier termination; and
b) not affect any provision of this Contract which is expressly or by implication intended to come into or remain in effect on or after termination or expiry.
22.2. On expiry or termination of this Contract for any reason:
a) all licences granted under this Contract will terminate immediately;
b) all sums due and payable by one party to another as at the date of termination or expiry of this Contract (as applicable) will be paid within 20 Business Days of termination; and
c) the Customer will immediately cease all use of the Supplier Materials; and
d) each party will promptly destroy or return to the other (on request by the other party) all property of the other (including the Marketing Materials) and all Confidential Information belonging to the other that is within its possession or reasonable control at the time of termination.
22.3. If the Contract is terminated before the expiry of the Initial Term for any reason, the remainder of the Recurring Fee for that year will become immediately due and payable.
23.1 Neither party will be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract (other than the Customer's obligation to pay the Fees) if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party will be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 3 months, the party not affected may terminate this Contract immediately by giving written notice to the affected party.
24.1. Where any provision of this Contract refers to a party notifying, or otherwise providing a notice to, the other party (the associated notice being a "Notice"), any such Notice will be in writing in English and delivered by hand; sent by email or sent by first class recorded delivery to the address set out in the Order Confirmation (or otherwise notified by one party to the other in accordance with this clause 24.
24.2. This clause 24 will not apply to documents served in the course of court proceedings.
25.1. This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all agreements, arrangements, promises, undertakings, proposals, warranties, representations and understandings between them at any time before their respective signature ("Pre-Contractual Statements"), whether written or oral, relating to its subject matter.
25.2. Each party acknowledges that in entering into this Contract it does not rely on any Pre-Contractual Statement made by or on behalf of the other party (whether made innocently or negligently) in relation to the subject matter of this Contract, other than those which are set out expressly in this Contract.
25.3. Each party agrees that it will have no claim for innocent or negligent misrepresentation or negligent misstatement based on, and hereby waives all rights and remedies which might otherwise be available to it in relation to, any Pre-Contractual Statement.
25.4. Nothing in this clause 25 will limit or exclude the liability of either party arising out of any pre-contractual fraudulent misrepresentation or fraudulent concealment.
26.1. The Customer will not assign, transfer, mortgage, charge, declare a trust over or deal in any other manner with this Contract, or with any of its rights or obligations under this Contract, without the prior written consent of the Supplier (not to be unreasonably withheld or delayed).
26.2. The Supplier may at any time assign, subcontract, transfer, mortgage, charge, declare a trust over or deal in any other manner with its rights or obligations (as applicable) under this Contract.
26.3. A person who is not a party to this Contract may not enforce any of its provisions under the Contracts (Rights of Third Parties) Act 1999.
26.4. If any provision, or part of a provision, of this Contract is found by any court or authority of competent jurisdiction to be illegal, invalid or unenforceable, that provision or part-provision will be deemed not to form part of this Contract and the legality, validity or enforceability of the remainder of the provisions of this Contract will not be affected, unless otherwise required by operation of applicable law.
26.5. The rights, powers and remedies provided in this Contract are (except as expressly provided) cumulative and not exclusive of any rights, powers and remedies provided by Law or otherwise.
26.6. Nothing in this Contract is intended to, or will be deemed to, establish or constitute any partnership or joint venture between the parties, create a relationship of principal and agent for any purpose between the parties, or authorise either party to make or enter into any commitments for or on behalf of the other party.
26.7. The failure to exercise, or delay in exercising, a right, power or remedy provided by this Contract or by Law will not constitute a waiver of that right, power or remedy.
26.8. If a party waives a right, power or remedy arising as a result of a breach of any provision of this Contract, this will not operate as a waiver of any right, power or remedy arising as a result of any subsequent breach of that provision or any other provision of this Contract, which will instead require a variation to this Contract in accordance with clause 23.5.
26.9. This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) will be governed by and construed in accordance with the law of England and Wales.
26.10. Each party irrevocably agrees that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.