Our Terms & Conditions

DAMM Solutions & Services Limited

Please read these Terms and Conditions carefully. All contracts that the Provider may enter into from time to time for the provision of the Provider's services shall be governed by these Terms and Conditions, and the Provider will ask the Customer for the Customer's express written acceptance of these Terms and Conditions before providing any such services to the Customer.

TERMS AND CONDITIONS
1. Definitions
1.1 Except to the extent expressly provided otherwise, in these Terms and Conditions:
"Affiliate" means an entity that Controls, is Controlled by, or is under common Control with the relevant entity;
"Assigned Deliverables" means those Deliverables (excluding the Third Party Materials and the Customer Materials) the rights in which are to be assigned (rather than licensed) by the Provider to the Customer under Clause 8, as specified in Section 4 of the Statement of Work;
"Business Day" means any weekday other than a bank or public holiday in England;
"Business Hours" means the hours of 09:00 to 17:00 GMT/BST on a Business Day;
"CCN" means a change control notice issued in accordance with Clause 9;
"CCN Consideration Period" means the period of 10 Business Days following the receipt by a party of the relevant CCN from the other party;
"Change" means any change to the scope of the Services or any change to the Contract
"Charges" means the following amounts:
(a) the amounts specified in Section 7 of the Statement of Work;
(b) such amounts as may be agreed in writing by the parties from time to time; and
(c) amounts calculated by multiplying the Provider's standard time-based charging rates (as notified by the Provider to the Customer before the date of the Contract) by the time spent by the Provider's personnel performing the Services (rounded down by the Provider to the nearest quarter hour);
"Confidential Information" means the Provider Confidential Information and the Customer Confidential Information;
"Contract" means a particular contract made under these Terms and Conditions between the Provider and the Customer;
"Control" means the legal power to control (directly or indirectly) the management of an entity (and "Controlled" should be construed accordingly);
"Customer" means the person or entity identified as such in Section 1 of the Statement of Work;
"Customer Confidential Information" means:
(a) any information disclosed by or on behalf of the Customer to the Provider at any time before the termination of the Contract (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked or described as "confidential" or should have been understood by the Provider (acting reasonably) to be confidential; and
(b) the terms of the Contract;
"Customer Indemnity Event" has the meaning given to it in Clause 20.3;
"Customer Materials" means all works and materials supplied by or on behalf of the Customer to the Provider for incorporation into the Deliverables or for some other use in connection with the Services;
"Customer Personal Data" means any Personal Data that is processed by the Provider on behalf of the Customer in relation to the Contract, but excluding data with respect to which the Provider is a data controller;
"Customer Premises" means any premises owned or controlled by the Customer at which the parties expressly or impliedly agree the personnel of the Provider shall provide Services;
"Customer Restricted Associates" means:
(a) the employees, directors, agents and subcontractors of the Customer;
(b) the customers, clients, licensors, licensees, suppliers, service providers, principals, joint venture partners and business partners of the Customer;
(c) the Affiliates of the Customer; and
(d) any other persons or entities with whom the Customer has had a material business relationship during the Term;
"Customer Restriction Period" means the Term and the period of 6 months following the end of the Term;
"Customer Territory" Means the United Kingdom;
"Data Protection Laws" means all applicable laws relating to the processing of Personal Data including, while it is in force and applicable to Customer Personal Data, the General Data Protection Regulation (Regulation (EU) 2016/679);
"Deliverables" means those specified in Section 4 of the Statement of Work that the Provider has agreed to deliver to the Customer under these Terms and Conditions;
"Effective Date" means the date of execution of the Contract;
"Expenses" means the travel, accommodation and subsistence expenses that are reasonably necessary for, and incurred by the Provider exclusively in connection with, the performance of the Provider's obligations under the Contract;
"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
"Licensed Deliverables" means the Deliverables excluding the Assigned Deliverables, the Third-Party Materials and the Customer Materials;
"Minimum Term" means, in respect of the Contract, the period specified in Section 2 of the Statement of Work;
"Personal Data" has the meaning given to it in the General Data Protection Regulation (Regulation (EU) 2016/679);
"Provider" means DAMM Solutions & Services Ltd, a company incorporated in England and Wales (registration number 10556071) having its registered office at 1 The Incuba, 1 Brewers Hill Road, Dunstable, England, LU6 1AA;
"Provider Confidential Information" means:
(a) any information disclosed by or on behalf of the Provider to the Customer at any time before the termination of the Contract (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked or described as "confidential" or should have been understood by the Customer (acting reasonably) to be confidential; and
(b) the terms of the Contract;
"Provider Indemnity Event" has the meaning given to it in Clause 20.1;
"Provider Restricted Associates" means:
(a) the employees, directors, agents and subcontractors of the Provider;
(b) the customers, clients, licensors, licensees, suppliers, service providers, principals, joint venture partners and business partners of the Provider;
(c) the Affiliates of the Provider; and
(d) any other persons or entities with whom the Provider has had a material business relationship during the Term;
"Provider Restriction Period" means the Term and the period of 6 months following the end of the Term;
"Provider Territory" means the United Kingdom;
"Services" means the consultancy services specified in Section 3 of the Statement of Work;
"Statement of Work" means a written statement of work agreed by or on behalf of each of the parties;
"Term" means the term of the Contract, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;
"Terms and Conditions" means all the documentation containing the provisions of the Contract, namely the main body of these Terms and Conditions, the Schedules and the Statement of Work, including any amendments to that documentation from time to time; and
"Third Party Materials" means the works and/or materials comprised in the Deliverables (excluding the Customer Materials), the Intellectual Property Rights in which are owned by a third party, and which are specified in Section 4 of the Statement of Work or which the parties agree in writing shall be incorporated into the Deliverables.

2. Term
2.1 The Contract shall come into force upon the Effective Date.
2.2 The Contract shall continue in force until the Deliverables within each Statement of Work(s) are completed, upon which the Contract shall terminate automatically, subject to termination in accordance with Clause 23 or any other provision of these Terms and Conditions.
2.3 Unless the parties expressly agree otherwise in writing, each Statement of Work shall create a distinct contract under these Terms and Conditions.

3. Services
3.1 The Provider shall provide the Services to the Customer in accordance with these Terms and Conditions.
3.2 The Provider shall provide the Services in accordance with the standards of skill and care reasonably expected from a leading service provider in the Provider's industry.
3.3 The Provider shall devote such of its personnel's time and expertise to the performance of the Services as may be necessary for their satisfactory and timely completion.
3.4 The Provider shall keep the Customer informed about the progress of the Services and, in particular, shall promptly provide information about such progress following receipt of a written request from the Customer to do so.
3.5 The Provider shall comply with all reasonable requests and directions of the Customer in relation to the Services.
3.6 The Provider shall comply with all reasonable internal policies and procedures operated by the Customer, communicated by the Customer to the Provider and affecting the provision of the Services.

4. Customer obligations
4.1 Promptly following receipt of a written request from the Provider to do so, the Customer will provide to the Provider such:
(a) assistance and co-operation;
(b) information and documentation;
(c) access to the premises, computers and networks of the Customer
as is reasonably requested by the Provider for the purpose of enabling the Provider to perform its obligations under these Terms and Conditions.
4.2 The Customer shall be responsible for procuring any third party co-operation reasonably required by the Provider to enable the Provider to perform its obligations under the Contract.

5. Deliverables
5.1 The Provider shall deliver the Deliverables to the Customer.
5.2 The Customer must promptly, following receipt of a written request from the Provider to do so, provide written feedback to the Provider concerning the Provider's proposals, plans, designs and/or preparatory materials relating to the Deliverables and made available to the Customer with that written request.
5.3 The Provider shall use its best endeavours to ensure that the Deliverables are delivered to the Customer in accordance with the timetable set out in Section 5 of the Statement of Work.
5.4 The Provider warrants to the Customer that:
(a) the Deliverables will conform with the requirements of Section 4 of the Statement of Work as at the date of acceptance of the Deliverables.

6. Customer Premises
6.1 The Customer shall:
(a) promptly provide to the Provider such access to the Customer Premises as is reasonably required by the Provider for the provision of the Services;
(b) maintain the Customer Premises in good order for the supply of the Services and in accordance with all applicable laws;
(c) be responsible for ensuring the health and safety of the Provider's personnel whilst they are at the Customer Premises;
(d) inform the Provider of all health, safety and security rules, regulations and requirements that apply at the Customer Premises; and
(e) maintain reasonable insurance cover for the Provider's personnel whilst they are working at the Customer Premises (including reasonable public liability insurance).
6.2 In the performance of the Services at the Customer Premises, the Provider shall comply with all reasonable health, safety and security rules, regulations and requirements advised by the Customer to the Provider.
6.3 The Provider shall use all reasonable measures to secure any keys, and any other means of access, supplied by the Customer to the Provider for the purpose of enabling the Provider's personnel to enter and work at the Customer Premises.

7. Customer Materials
7.1 The Customer must supply to the Provider the Customer Materials specified in Section 6 of the Statement of Work, in accordance with the timetable specified in Section 5 of the Statement of Work.
7.2 The Customer hereby grants to the Provider a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Customer Materials to the extent reasonably required for the performance of the Provider's obligations and the exercise of the Provider's rights under these Terms and Conditions, together with the right to sub-license these rights to the extent reasonably required for the performance of the Provider's obligations and the exercise of the Provider's rights under these Terms and Conditions.
7.3 The Customer warrants to the Provider that the Customer Materials when used by the Provider in accordance with these Terms and Conditions will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.

8. Intellectual Property Rights
8.1 The Provider hereby assigns to the Customer all of its Intellectual Property Rights in the Deliverables, whether those Intellectual Property Rights exist on the Effective Date or come into existence during the Term, excluding the Intellectual Property Rights in the Customer Materials and the Third Party Materials. This assignment is for the full term of the assigned rights, including all extensions, renewals, reversions and revivals, and includes the right to bring proceedings for past infringements of the assigned rights.
8.2 The Provider shall ensure that the Third Party Materials are:
(a) licensed to the Customer in accordance with the relevant licensor's standard licensing terms;
as reasonably agreed between the parties from time to time.
8.3 To the maximum extent permitted by applicable law:
(a) the Provider irrevocably and unconditionally waives all moral rights (including rights of paternity and rights of integrity) in respect of the Deliverables to which the Provider may at any time be entitled; and
(b) the Provider undertakes to ensure that all individuals involved in the preparation of the Deliverables will irrevocably and unconditionally waive all moral rights (including rights of paternity and rights of integrity) in respect of the Deliverables to which they may at any time be entitled.
8.4 The Provider must use best endeavours to:
(a) do or procure the doing of all acts; and
(b) execute or procure the execution of all documents,
that the Customer may reasonably request from time to time in order to perfect or confirm the Customer's ownership of the rights assigned by these Terms and Conditions.

9. Change control
9.1 The provisions of this Clause 9 apply to each Change requested by a party.
9.2 Either party may request a Change at any time.
9.3 A party requesting a Change shall provide to the other party a completed CCN in the form specified in Schedule 1 (Form of CCN).
9.4 A party in receipt of a CCN may:
(a) accept the CCN, in which case that party must countersign the CCN and return it to the other party before the end of the CCN Consideration Period;
(b) reject the CCN, in which case that party must inform the other party of this rejection before the end of the CCN Consideration Period; or
(c) issue an amended CCN to the other party before the end of the CCN Consideration Period, in which case this Clause 9 will reapply with respect to the amended CCN.
9.5 A proposed Change will not take effect until such time as a CCN recording the Change has been signed by or on behalf of each party.

10. Charges
10.1 The Customer shall pay the Charges to the Provider in accordance with these Terms and Conditions.
10.2 If the Charges are based in whole or part upon the time spent by the Provider performing the Services, the Provider must obtain the Customer's written consent before performing Services that result in any estimate of time-based Charges given to the Customer being exceeded or any budget for time-based Charges agreed by the parties being exceeded; and unless the Customer agrees otherwise in writing, the Customer shall not be liable to pay to the Provider any Charges in respect of Services performed in breach of this Clause 10.2.
10.3 All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Customer to the Provider.
10.4 The Provider may elect to vary any element of the Charges by giving to the Customer not less than 30 days' written notice of the variation.

11. Expenses
11.1 The Customer shall reimburse the Provider in respect of any Expenses, providing that the Provider must obtain the prior written authorisation of the Customer before incurring any Expenses.
11.2 The Provider must collect and collate evidence of all Expenses and must retain such evidence during the Term and for a period of 90 days following the end of the Term.
11.3 Within 10 Business Days following receipt of a written request from the Customer to do so, the Provider must supply to the Customer such copies of the evidence for the Expenses in the possession or control of the Provider as the Customer may specify in that written request.

12. Timesheets
12.1 The Provider must:
(a) ensure that the personnel providing Services, the Charges for which will be based in whole or part upon the time spent in the performance of those Services, complete reasonably detailed records of their time spent providing those Services; and
(b) retain such records during the Term, and for a period of at least 12 months following the end of the Term.
12.2 Within 20 Business Days following receipt of a written request, the Provider shall supply to the Customer copies of such of the timesheets referred to in Clause 12.1 and in the Provider's possession or control as the Customer may specify in that written request.

13. Payments
13.1 The Provider shall issue invoices for the Charges to the Customer on or after the invoicing dates set out in Section 7 of the Statement of Work.
13.2 The Customer must pay the Charges to the Provider following the issue of an invoice in accordance with this Clause 13.
13.3 The Customer must pay the Charges by bank transfer (using such payment details as are notified by the Provider to the Customer from time to time).
13.4 If the Customer does not pay any amount properly due to the Provider under these Terms and Conditions, the Provider may:

(a) charge the Customer interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or
(b) claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

14. Non-solicitation: restrictions on Provider
14.1 The provisions of this Clause 14 shall apply during the Customer Restriction Period.
14.2 The Provider must not, either directly or indirectly, whether on its own account or on behalf of another person or entity:
(a) solicit, or enter into, any business contract, business arrangement or business dealings with any Customer Restricted Associate;
(b) seek to become, or become, the employee or employer of any Customer Restricted Associate;
(c) set up or form a company, partnership, joint venture or other business concern in the Customer Territory in association with any Customer Restricted Associate;
(d) solicit, entice or procure any Customer Restricted Associate to leave the employment of the Customer or terminate its commercial relationship with the Customer;
(e) solicit, entice or procure any Customer Restricted Associate to do anything which if done by the Provider would be a breach of the Contract;
(f) solicit, entice or procure any Customer Restricted Associate to reveal any trade secrets or confidential information of the Customer to any person; or
(g) interfere with any of the Customer's business relationships in a way which may be reasonably expected to have a material negative effect on the business of the Customer.
14.3 The Provider shall use all reasonable endeavours to ensure that no employee of the Provider, no Affiliate of the Provider, and no employee of any Affiliate of the Provider will do anything which if done by the Provider would be a breach of Clause 14.2.
14.4 The Provider agrees that the restrictions on the Provider in this Clause 14 are reasonable in scope and are reasonably necessary to protect the Customer's legitimate business interests.
14.5 This Clause 14 shall not restrict any dealings between the Provider and a Customer Restricted Associate where there has been no employment, corporate, commercial or other business relationship between the Customer and that Customer Restricted Associate for a continuous period of at least 12 months immediately preceding the commencement of dealings between the Provider and that Customer Restricted Associate.

15. Non-solicitation: restrictions on Customer
15.1 The provisions of this Clause 15 shall apply during the Provider Restriction Period.
15.2 The Customer must not, either directly or indirectly, whether on its own account or on behalf of another person or entity:
(a) solicit, or enter into, any business contract, business arrangement or business dealings with any Provider Restricted Associate;
(b) seek to become, or become, the employee or employer of any Provider Restricted Associate;
(c) set up or form a company, partnership, joint venture or other business concern in the Provider Territory in association with any Provider Restricted Associate;
(d) solicit, entice or procure any Provider Restricted Associate to leave the employment of the Provider or terminate its commercial relationship with the Provider;
(e) solicit, entice or procure any Provider Restricted Associate to do anything which if done by the Customer would be a breach of the Contract;
(f) solicit, entice or procure any Provider Restricted Associate to reveal trade secrets or confidential information of the Provider to any person; or
(g) interfere with any of the Provider's business relationships in a way which may be reasonably expected to have a material negative effect on the business of the Provider.
15.3 The Customer shall use all reasonable endeavours to ensure that no employee of the Customer, no Affiliate of the Customer, and no employee of any Affiliate of the Customer will do anything which if done by the Customer would be a breach of Clause 15.2.
15.4 The Customer agrees that the restrictions on the Customer in this Clause 15 are reasonable in scope and are reasonably necessary to protect the Provider's legitimate business interests.
15.5 This Clause 15 shall not restrict any dealings between the Customer and a Provider Restricted Associate where there has been no employment, corporate, commercial or other business relationship between the Provider and that Provider Restricted Associate for a continuous period of at least 12 months immediately preceding the commencement of dealings between the Customer and that Provider Restricted Associate.

16. Confidentiality obligations
16.1 The Provider must:
(a) keep the Customer Confidential Information strictly confidential;
(b) not disclose the Customer Confidential Information to any person without the Customer's prior written consent, and then only under conditions of confidentiality no less onerous than those contained in these Terms and Conditions;
(c) use the same degree of care to protect the confidentiality of the Customer Confidential Information as the Provider uses to protect the Provider's own confidential information of a similar nature, being at least a reasonable degree of care;
(d) act in good faith at all times in relation to the Customer Confidential Information.
16.2 The Customer must:
(a) keep the Provider Confidential Information strictly confidential;
(b) not disclose the Provider Confidential Information to any person without the Provider's prior written consent, and then only under conditions of confidentiality no less onerous than those contained in these Terms and Conditions;
(c) use the same degree of care to protect the confidentiality of the Provider Confidential Information as the Customer uses to protect the
Customer's own confidential information of a similar nature, being at least a reasonable degree of care;
(d) act in good faith at all times in relation to the Provider Confidential Information.
16.3 Notwithstanding Clauses 16.1 and 16.2, a party's Confidential Information may be disclosed by the other party to that other party's officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Confidential Information that is disclosed for the performance of their work with respect to the Contract and who are bound by a written agreement or professional obligation to protect the confidentiality of the Confidential Information that is disclosed.
16.4 No obligations are imposed by this Clause 16 with respect to a party's Confidential Information if that Confidential Information:
(a) is known to the other party before disclosure under these Terms and Conditions and is not subject to any other obligation of confidentiality;
(b) is or becomes publicly known through no act or default of the other party; or
(c) is obtained by the other party from a third party in circumstances where the other party has no reason to believe that there has been a breach of an obligation of confidentiality.
16.5 The restrictions in this Clause 16 do not apply to the extent that any Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of either party on any recognised stock exchange.
16.6 Upon the termination of the Contract, each party must immediately cease to use the other party's Confidential Information.
16.7 Following the termination of the Contract, and within 10 Business Days following the date of receipt of a written request from the other party, the relevant party must destroy or return to the other party (at the other party's option) all media containing the other party's Confidential Information, and must irrevocably delete the other party's Confidential Information from its computer systems.
16.8 The provisions of this Clause 16 shall continue in force indefinitely following the termination of the Contract.

17. Publicity
17.1 Neither party may make any public disclosures relating to the Contract or the subject matter of the Contract (including disclosures in press releases, public announcements and marketing materials) without the prior written consent of the other party.
17.2 Nothing in this Clause 17 shall be construed as limiting the obligations of the parties under Clause 16.

18. Data protection
18.1 Each party shall comply with the Data Protection Laws with respect to the processing of the Customer Personal Data.
18.2 The Customer warrants to the Provider that it has the legal right to disclose all Personal Data that it does in fact disclose to the Provider under or in connection with the Contract.
18.3 The Customer shall only supply to the Provider, and the Provider shall only process, in each case under or in relation to the Contract, the Personal Data of data subjects falling within the categories specified in Paragraph 1 of Schedule 2 (Data processing information) and of the types specified in Paragraph 2 of Schedule 2 (Data processing information); and the Provider shall only process the Customer Personal Data for the purposes specified in Paragraph 3 of Schedule 2 (Data processing information).
18.4 The Provider shall only process the Customer Personal Data during the Term and for not more than 30 days following the end of the Term, subject to the other provisions of this Clause 18.
18.5 The Provider shall only process the Customer Personal Data on the documented instructions of the Customer (including with regard to transfers of the Customer Personal Data to any place outside the European Economic Area), as set out in these Terms and Conditions or any other document agreed by the parties in writing.
18.6 Notwithstanding any other provision of these Terms and Conditions, the Provider may process the Customer Personal Data if and to the extent that the Provider is required to do so by applicable law. In such a case, the Provider shall inform the Customer of the legal requirement before processing, unless that law prohibits such information on important grounds of public interest.
18.7 The Provider shall ensure that persons authorised to process the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
18.8 The Provider and the Customer shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for the Customer Personal Data, including those measures specified in Paragraph 4 of Schedule 2 (Data processing information).
18.9 The Provider must not engage any third party to process the Customer Personal Data without the prior specific or general written authorisation of the Customer. The Provider is hereby authorised by the Customer, as at the Effective Date, to engage those third parties identified in, or falling within the processor categories specified in, Paragraph 5 of Schedule 2 (Data processing information) to process the Customer Personal Data. In the case of a general written authorisation, the Provider shall inform the Customer at least 14 days in advance of any intended changes concerning the addition or replacement of any third party processor, and if the Customer objects to any such changes before their implementation, then the Provider the Customer may terminate the Contract on 7 days' written notice to the Provider, providing that such notice must be given within the period of 7 days following the date that the Provider informed the Customer of the intended changes. The Provider shall ensure that each third party processor is subject to the same legal obligations as those imposed on the Provider by this Clause 18.
18.10 The Provider shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist the Customer with the fulfilment of the Customer's obligation to respond to requests exercising a data subject's rights under the Data Protection Laws.
18.11 The Provider shall assist the Customer in ensuring compliance with the obligations relating to the security of processing of personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws.
18.12 The Provider shall make available to the Customer all information necessary to demonstrate the compliance of the Provider with its obligations under this Clause 18 and the Data Protection Laws.
18.13 The Provider shall, at the choice of the Customer, delete or return all of the Customer Personal Data to the Customer after the provision of services relating to the processing, and shall delete existing copies save to the extent that applicable law requires storage of the relevant Personal Data.
18.14 The Provider shall allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer in respect of the compliance of the Provider's processing of Customer Personal Data with the Data Protection Laws and this Clause 18. The Provider may charge the Customer at its standard time-based charging rates for any work performed by the Provider at the request of the Customer pursuant to this Clause 18.14.
18.15 If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under these Terms and Conditions, then the parties shall use their best endeavours promptly to agree such variations to these Terms and Conditions as may be necessary to remedy such non-compliance.

19. Warranties
19.1 The Provider warrants to the Customer that:
(a) the Provider has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions;
(b) the Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Provider's rights and the fulfilment of the Provider's obligations under these Terms and Conditions; and
(c) the Provider has or has access to all necessary know-how, expertise and experience to perform its obligations under these Terms and Conditions.
19.2 The Customer warrants to the Provider that it has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions.
19.3 All of the parties' warranties and representations in respect of the subject matter of the Contract are expressly set out in these Terms and Conditions and the applicable Statement of Work. Subject to Clause 21.1, no other warranties or representations will be implied into the Contract and no other warranties or representations relating to the subject matter of the Contract will be implied into any other contract.

20. Indemnities
20.1 The Provider shall indemnify and shall keep indemnified the Customer against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Customer and arising directly or indirectly as a result of any breach by the Provider of these Terms and Conditions.
20.2 The Customer must:
(a) upon becoming aware of an actual or potential Provider Indemnity Event, notify the Provider;
(b) provide to the Provider all such assistance as may be reasonably requested by the Provider in relation to the Provider Indemnity Event;
(c) allow the Provider the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the Provider Indemnity Event; and
(d) not admit liability to any third party in connection with the Provider Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Provider Indemnity Event without the prior written consent of the Provider,
without prejudice to the Provider's obligations under Clause 20.1.
20.3 The Customer shall indemnify and shall keep indemnified the Provider against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Provider and arising directly or indirectly as a result of any breach by the Customer of these Terms and Conditions.
20.4 The Provider must:
(a) upon becoming aware of an actual or potential Customer Indemnity Event, notify the Customer;
(b) provide to the Customer all such assistance as may be reasonably requested by the Customer in relation to the Customer Indemnity Event;
(c) allow the Customer the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the Customer Indemnity Event; and
(d) not admit liability to any third party in connection with the Customer Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Customer Indemnity Event without the prior written consent of the Customer, without prejudice to the Customer's obligations under Clause 20.3.
20.5 The indemnity protection set out in this Clause 20 shall be subject to the limitations and exclusions of liability set out in the Contract.
21. Limitations and exclusions of liability
21.1 Nothing in these Terms and Conditions will:
(a) limit or exclude any liability for death or personal injury resulting from negligence;
(b) limit or exclude any liability for fraud or fraudulent misrepresentation;
(c) limit any liabilities in any way that is not permitted under applicable law; or
(d) exclude any liabilities that may not be excluded under applicable law.
21.2 The limitations and exclusions of liability set out in this Clause 21 and elsewhere in these Terms and Conditions:
(a) are subject to Clause 21.1; and
(b) govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.
21.3 Neither party shall be liable to the other party in respect of any losses arising out of a Force Majeure Event.
21.4 Neither party shall be liable to the other party in respect of any loss of profits or anticipated savings.
21.5 Neither party shall be liable to the other party in respect of any loss of revenue or income.
21.6 Neither party shall be liable to the other party in respect of any loss of use or production.
21.7 Neither party shall be liable to the other party in respect of any loss of business, contracts or opportunities.
21.8 Neither party shall be liable to the other party in respect of any loss or corruption of any data, database or software.
21.9 Neither party shall be liable to the other party in respect of any special, indirect or consequential loss or damage.
21.10 The liability of each party to the other party under the Contract in respect of any event or series of related events shall not exceed the greater of:
(a) £100,000 (One hundred thousand pounds)
21.11 The aggregate liability of each party to the other party under the Contract shall not exceed the greater of:
(a) £1,000,000 (One million pounds)

22. Force Majeure Event
22.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Contract (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.
22.2 A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under the Contract, must:
(a) promptly notify the other; and
(b) inform the other of the period for which it is estimated that such failure or delay will continue.
22.3 A party whose performance of its obligations under the Contract is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

23. Termination
23.1 The Provider may terminate the Contract by giving to the Customer not less than 10 days' written notice of termination. The Customer may terminate the Contract by giving to the Provider not less than 30 days' written notice of termination.
23.2 Either party may terminate the Contract immediately by giving written notice of termination to the other party if:
(a) the other party commits any material breach of the Contract, and the breach is not remediable,
(b) the other party commits a material breach of the Contract, and the breach is remediable but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied; or
(c) the other party persistently breaches the Contract (irrespective of whether such breaches collectively constitute a material breach).
23.3 Either party may terminate the Contract immediately by giving written notice of termination to the other party if:
(a) the other party:
(i) is dissolved;
(ii) ceases to conduct all (or substantially all) of its business;
(iii) is or becomes unable to pay its debts as they fall due;
(iv) is or becomes insolvent or is declared insolvent; or
(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Contract); or
(d) if that other party is an individual:
(i) that other party dies;
(ii) as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or
(iii) that other party is the subject of a bankruptcy petition or order.
23.4 The Provider may terminate the Contract immediately by giving written notice to the Customer if:
(a) any amount due to be paid by the Customer to the Provider under the Contract is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and
(b) the Provider has given to the Customer at least 10 days' written notice, following the failure to pay, of its intention to terminate the Contract in accordance with this Clause 23.4.

24. Effects of termination
24.1 Upon the termination of the Contract, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 8.1, 8.2, 8.4, 11.2, 11.3, 12, 13.2, 13.4, 14, 15, 16, 17, 18.1, 18.3, 18.4, 18.5, 18.6, 18.7, 18.8, 18.9, 18.10, 18.11, 18.12, 18.13, 18.14, 18.15, 20, 21, 24, 27, 28, 29, 30, 31, 32, 33 and 34.
24.2 Except to the extent that these Terms and Conditions expressly provides otherwise, the termination of the Contract shall not affect the accrued rights of either party.

25. Notices
25.1 Any notice given under these Terms and Conditions must be in writing, whether or not described as "written notice" in these Terms and Conditions.
25.2 Any notice given by the Customer to the Provider under these Terms and Conditions must be:
(a) sent by courier; or
(b) sent by recorded signed-for post; or
(c) sent by email;
using the relevant contact details set out in Section 8 of the Statement of Work.
25.3 Any notice given by the Provider to the Customer under these Terms and Conditions must be:
(a) sent by courier; or
(b) sent by recorded signed-for post; or
(c) sent by email;
using the relevant contact details set out in Section 8 of the Statement of Work.
25.4 The addressee and contact details set out in Section 8 of the Statement of Work may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause 25.
25.5 A party receiving from the other party a notice by email must acknowledge receipt by email promptly, and in any event within 2 Business Days following receipt of the notice.
25.6 A notice will be deemed to have been received at the relevant time set out below or, where such time is not within Business Hours, when Business Hours next begin after the relevant time set out below:
(a) in the case of notices sent by courier, upon delivery;
(b) in the case of notices sent by post, 48 hours after posting;
(c) in the case of notices sent by email, at the time of the sending of the email (providing that the sending party retains written evidence that the email has been sent).

26. Subcontracting
26.1 Subject to any express restrictions elsewhere in these Terms and Conditions, the Provider may subcontract any of its obligations under the Contract, providing that the Provider must give to the Customer, promptly following the appointment of a subcontractor, a written notice specifying the subcontracted obligations and identifying the subcontractor in question.
26.2 The Provider shall remain responsible to the Customer for the performance of any subcontracted obligations.

27. Assignment
27.1 The Provider must not assign, transfer or otherwise deal with the Provider's contractual rights and/or obligations under these Terms and Conditions without the prior written consent of the Customer, such consent not to be unreasonably withheld or delayed, providing that the Provider may assign the entirety of its rights and obligations under these Terms and Conditions to any Affiliate of the Provider or to any successor to all or a substantial part of the business of the Provider from time to time.
27.2 The Customer must not assign, transfer or otherwise deal with the Customer's contractual rights and/or obligations under these Terms and Conditions without the prior written consent of the Provider, such consent not to be unreasonably withheld or delayed, providing that the Customer may assign the entirety of its rights and obligations under these Terms and Conditions to any Affiliate of the Customer or to any successor to all or a substantial part of the business of the Customer from time to time.

28. No waivers
28.1 No breach of any provision of the Contract will be waived except with the express written consent of the party not in breach.
28.2 No waiver of any breach of any provision of the Contract shall be construed as a further or continuing waiver of any other breach of that provision or any breach of any other provision of the Contract.

29. Severability
29.1 If a provision of these Terms and Conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.
29.2 If any unlawful and/or unenforceable provision of these Terms and Conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

30. Third party rights
30.1 The Contract is for the benefit of the parties and is not intended to benefit or be enforceable by any third party.
30.2 The exercise of the parties' rights under the Contract is not subject to the consent of any third party.

31. Variation
31.1 The Contract may not be varied except by means of a written document signed by or on behalf of each party, without prejudice to the requirements of Clause 9.

32. Entire agreement
32.1 The main body of these Terms and Conditions, the Schedules and the Statement of Work shall constitute the entire agreement between the parties in relation to the subject matter of the Contract, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
32.2 Neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into the Contract.
32.3 The provisions of this Clause 32 are subject to Clause 21.1.

33. Law and jurisdiction
33.1 These Terms and Conditions shall be governed by and construed in accordance with English law.
33.2 Any disputes relating to the Contract shall be subject to the exclusive jurisdiction of the courts of England.

34. Interpretation
34.1 In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to:
(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
(b) any subordinate legislation made under that statute or statutory provision.
34.2 The Clause headings do not affect the interpretation of these Terms and Conditions.
34.3 References in these Terms and Conditions to "calendar months" are to the 12 named periods (January, February and so on) into which a year is divided.
34.4 In these Terms and Conditions, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.