Terms and Conditions for the supply of managed IT services
1 Interpretation and Definitions
1.1 The following definitions and rules of interpretation apply in this Agreement:
Additional Services: the products and services available for the Customer to procure in addition to the Services as detailed in the Statement of Work.
Affiliate: in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party.
Agreement: the contract entered into between the Supplier and the Customer comprising the Service Order, these Terms and Conditions and any attached schedules and/or appendices.
Applicable Data Protection Laws: the UK GDPR, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.
Applicable Laws: all applicable laws, statutes, regulation and codes from time to time in force.
Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Business Hours: the period from 09:00 to 17:00 (GMT/BST) on a Business Day.
Change Order: has the meaning given in clause 8.1.
Confidential Information: all confidential information (however recorded or preserved) disclosed by a party to the other party and that party’s representatives during the Agreement, including but not limited to:
(a) any information that would be regarded as confidential by a reasonable business person relating to:
(i) the business, assets, affairs, customers, clients, suppliers of the disclosing party or its Affiliates; and
(ii) the operations, processes, product information, technical information, pricing, know-how, designs, trade secrets or software of the disclosing party or its Affiliates.
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010.
Customer: as described in the Statement of Work.
Customer’s Equipment: any equipment, including tools, systems, cabling or facilities, provided by the Customer, its agents, subcontractors or consultants which is used directly or indirectly in the supply of the Services and/or the Works including any such items specified in a Statement of Work.
Customer Materials: all documents, information, items and materials in any form, whether owned by the Customer or a third party, which are provided by the Customer to the Supplier in connection with the Services and/or Works, including the items provided pursuant to clause 5.1.4.
Customer Personal Data: any personal data which the Supplier processes in connection with this agreement, in the capacity of a processor on behalf of the Customer.
Documentation: any documents, products and materials provided by the Supplier to the Customer in relation to the Services and/or Works (excluding the Supplier’s Equipment as well as any marketing and promotional materials).
Effective Date: as described in the Service Order.
Equipment: any equipment, including tools, systems, cabling or facilities which the Customer acquires from the Supplier, supplier affiliate, or a vendor authorised by the Supplier, for use in connection with the Services and/or Works.
Initial Term: as described in the Service Order.
Intellectual Property Rights: patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, rights in software code, rights in configuration designs, 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.
Mandatory Policies: the Supplier’s business policies available at this link https://www.m2computing.co.uk/ as amended by notification to the Customer from time to time.
Personal Data: has the meaning given in the Applicable Data Protection Laws.
Personal Data Breach: has the meaning given in the Applicable Data Protection Laws.
Service Charges: the charges for the Services as set out in the Service Order.
Services: the products and services provided to the Customer as set out in the Service Order or as otherwise agreed in writing in a Statement of Work.
Service Order: the Customer’s order for the supply of products and/or Services, as set out in the order form.
SoW Charges: the sums payable for the Works as set out in a Statement of Work.
Statement of Work: a detailed plan, agreed in accordance with clause 3, describing the Services to be provided by the Supplier, the timetable for their performance and the related matters listed in the template statement of work.
Supplier: M2 Computing Ltd incorporated and registered in England and Wales with company number 03411094 whose registered office is at Springfield House, Springfield Road, Horsham, West Sussex, RH12 2RG.
Supplier’s Equipment: any equipment, including tools, systems, cabling or facilities, provided by the Supplier to the Customer and used directly or indirectly in the supply of the Services and/or Works, including any such items specified in a Statement of Work but excluding any such items which are the subject of a separate agreement between the parties under which title passes to the Customer.
Supplier Personal Data: any personal data that the Supplier processes in connection with this Agreement, in the capacity of a controller.
Terms and Conditions: these Terms and Conditions for the supply of managed IT services.
Third Party Applications: online web-based applications or services and offline software products that interoperate with certain Services but are not sold or provided by the Supplier.
UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
VAT: value added tax chargeable in the UK.
Works: any Services which are provided by the Supplier upon request by the Customer under a Statement of Work in addition to the Services provided under a Service Order, including services which are incidental or ancillary to the Works.
1.2 Any terms defined in the Service Order shall have the same meaning in these Terms and Conditions and any capitalised terms in the Service Order which are not defined in it shall have the meaning given in these Terms and Conditions, in each case unless otherwise expressly stated.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4 The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.
1.5 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.6 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.7 Unless the context otherwise requires, a reference to one gender shall include a reference to the other gender.
1.8 This Agreement shall be binding on, and enure to the benefit of, the parties to this Agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.
1.9 A reference to writing or written excludes fax but not email.
1.10 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
1.11 A reference to this Agreement or to any other agreement or document is a reference to this Agreement or such other document, in each case as varied or novated from time to time.
1.12 References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.
1.13 Any reference in this Agreement to Applicable Laws or to any statute, statutory instrument, directive, regulation, order or other enactment shall mean the same as amended, enacted, replaced, extended, modified, consolidated or repealed from time to time.
1.14 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2 Commencement and duration
2.1 This Agreement shall commence on the Effective Date and shall continue until the Initial Term after which, it shall automatically renew for successive 12 month periods (“Renewal Terms”) unless otherwise terminated earlier in accordance with clause 16 of this Agreement or unless terminated by either party giving the other at least 3 months’ prior written notice of its intention to terminate (such notice to expire at the end of the Initial Term or applicable Renewal Term).
2.2 In addition to the Services supplied in accordance with the Service Order, the Customer may procure Additional Services by agreeing a Statement of Work with the Supplier pursuant to clause 3. Unless otherwise agreed, termination of this Agreement will not terminate any ongoing Service Orders or Statements of Work.
2.3 The Supplier shall provide the Works from the date specified in the relevant Statement of Work.
3 Statements of Work
3.1 This Agreement governs the overall relationship of the parties in relation to the Services provided by the Supplier to the Customer.
3.2 The Customer may, from time to time, also request that the Supplier shall provide any of/all of the Additional Services by providing the Supplier with as much information as the Supplier reasonably requests in order to prepare a draft Statement of Work for the Additional Services requested.
3.3 Each Statement of Work shall be agreed in the following manner:
3.3.1 following receipt of the information requested from the Customer the Supplier shall, as soon as reasonably practicable either:
(a) inform the Customer that it declines to provide the requested Additional Services; or
(b) provide the Customer with a draft Statement of Work.
3.3.2 if the Supplier provides the Customer with a draft Statement of Work pursuant to clause 3.3.1(b), the Supplier and the Customer shall discuss and agree that draft Statement of Work; and
3.3.3 both parties shall sign the draft Statement of Work when it is agreed.
3.4 The SoW Charges shall be set out in the relevant Statement of Work.
3.5 Once a Statement of Work has been agreed and signed in accordance with clause 3.3.3, no amendment shall be made to it except in accordance with clause 8 or clause 21.
3.6 Each Statement of Work shall form a separate contract between the Supplier and Customer and shall be deemed to incorporate the terms of this Agreement save as set out in 3.7 below.
3.7 Unless otherwise specified in a Statement of Work, in the event that there is conflict between the terms of Statement of Work and this Agreement, the following order of precedence shall apply: (i) any terms set out in the Statement of Work which are unambiguously and expressly stated to vary the terms of this Agreement; (ii) the Terms and Conditions and (iii) the Schedules to this Agreement; and (iv) the other terms of the applicable Statement of Work.
4 Supplier’s responsibilities
4.1 The Supplier shall provide the Services in accordance with the Service Order and the Works in accordance with the Statement of Work.
4.2 The Supplier shall use reasonable endeavours to meet any performance dates specified in a Service Order and/or a Statement of Work but any such dates shall be estimates only and time for performance by the Supplier shall not be of the essence of this Agreement.
4.3 The Supplier shall appoint a manager in respect of the Works to be performed under each Statement of Work, such person as identified in the Statement of Work. That person shall have authority to contractually bind the Supplier on all matters relating to the relevant Works (including by signing Change Orders). The Supplier may replace that person from time to time where reasonably necessary in the interests of the Supplier’s business.
4.4 The Supplier shall use reasonable endeavours to observe all health and safety and security requirements that apply at any of the Customer’s premises and that have been communicated to it under clause 5.1.5, provided that it shall not be liable under this Agreement if, as a result of such observation, it is in breach of any of its obligations under this Agreement.
5 Customer’s obligations
5.1 The Customer shall:
5.1.1 co-operate with the Supplier in all matters relating to the Services and Works;
5.1.2 appoint a manager in respect of the Works to be performed under each Statement of Work, such person as identified in the Statement of Work. That person shall have authority to contractually bind the Customer on all matters relating to the relevant Works (including by signing Change Orders);
5.1.3 provide, for the Supplier, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Customer’s premises, office accommodation, data and other facilities as required by the Supplier including any such access as is specified in the Service Order or relevant Statement of Work;
5.1.4 provide to the Supplier in a timely manner all documents, information, items and materials in any form (whether owned by the Customer or a third party) required under a Service Order or relevant Statement of Work or otherwise reasonably required by the Supplier in connection with the Services and/or Works;
5.1.5 inform the Supplier of all health and safety and security requirements that apply at any of the Customer’s premises;
5.1.6 ensure that all the Customer Equipment is in good working order and suitable for the purposes for which it is used and conforms to all relevant United Kingdom standards;
5.1.7 obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable the Supplier to provide the Services and/or Works, including in relation to the installation of the Supplier’s Equipment, the use of all Customer Materials and the use of the Customer’s Equipment, in all cases before the date on which the Services and/or Works are to start;
5.1.8 keep and maintain the Supplier’s Equipment in accordance with the Supplier’s instructions from time to time and not dispose of or use the Supplier’s Equipment other than in accordance with the Supplier’s written instructions or authorisation; and
5.1.9 comply with any additional responsibilities of the Customer as set out in the relevant Statement of Work.
5.2 If the Supplier’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees then, without prejudice to any other right or remedy it may have, the Supplier shall be allowed an extension of time to perform its obligations equal to the delay caused by the Customer.
6 Equipment and Delivery
6.1 The Customer may from time to time, order Equipment from the Supplier, either in a Service Order or procured through a Statement of Work.
6.2 The method of delivery shall be Free Carrier (“FCA”), unless otherwise stated in writing by the Supplier.
6.3 Title and risk shall pass to the Customer upon loading of the Equipment onto the means of transport nominated by the Supplier as the carrier.
6.4 The Customer shall be responsible for the payment of all shipping, delivery and other related charges in relation to the Equipment. This shall include any applicable customs, import or export duties, taxes (including VAT) and other related charges that apply to international shipments.
6.5 The Supplier shall (where permitted by the manufacturer and subject to any restrictions from the manufacturer) pass on any warranties from the manufacturer that the Equipment shall, for a period of up to 12 months from delivery:
6.5.1 confirm in all material respects with their description; and
6.5.2 be free from material defects in design, material and workmanship.
6.6 Subject to clause 6.7, if:
6.6.1 the Customer gives notice in writing to the Supplier during the warranty period within a reasonable time of discovery that some or all of the Equipment does not comply with the warranty set out in clause 6.5;
6.6.2 the Supplier is given a reasonable opportunity of examining such Equipment; and
6.6.3 the Customer returns the Equipment in its original or equivalent packaging to the Supplier’s place of business at the Customer’s cost.
the Supplier shall replace the defective Equipment and pay for the return shipping costs and any related charges.
6.7 The Supplier shall not be liable for the Equipment’s failure to comply with the warranty set out at clause 6.5 if:
6.7.1 the Customer makes any further use of the Equipment after giving notice in accordance with clause 6.6.1;
6.7.2 the defect arises because the Customer failed to follow the Supplier’s or manufacturer’s written instructions as to the storage, commissioning, installation, use or maintenance of the Equipment or (if there are none) good trade practice regarding the same;
6.7.3 the Customer alters or repairs such Equipment without the written consent of the Supplier;
6.7.4 the defect arises as a result of fair wear and tear, wilful damage, negligence or abnormal storage or working conditions; or
6.7.5 the Equipment is lost, stolen, damaged (unless covered in accordance with clause 6.5.2).
6.8 Except as provided in this clause 6, the Supplier shall have no liability to the Customer in respect of the Equipment’s failure to comply with the warranty set out in clause 6.5.
6.9 The Supplier shall have no liability to the Customer for its access and use of the Services with any equipment or device that is not supported by the Supplier nor configured in accordance with the Supplier’s technical requirements.
6.10 The Supplier shall only be responsible for supporting the latest version of any Equipment or Services and shall not be responsible for equipment that is no longer in general use or which has not been updated with the latest available updates and patches.
7 Service and Use Limitations
7.1 The Customer acknowledges that the Services will never be wholly free from defects, errors, interruptions and bugs and the Supplier gives no warranty or representation that the Services, Equipment and Documentation will be wholly free from such defects, errors, interruptions, and bugs.
7.2 The Customer agrees to upgrades and other modifications to the Services as may be required from time to time as long as such changes do not materially reduce the overall functionality and security of the Services. The Supplier will use reasonable endeavours to notify the Customer in advance of such changes.
7.3 The Customer acknowledges that certain Services may contain features designed to interoperate with Third Party Applications. The Supplier does not guarantee the continued availability of such Third Party Applications and will not be liable to the Customer where it ceases to provide them. The Customer may request the Supplier to enable the interoperation of the Services with Third Party Applications in accordance with clause 3.
7.4 The Supplier gives no warranty or representation and takes no responsibility for any aspect of any Third Party Applications nor the Customer’s use and procurement of such Third Party Applications. The Supplier is not obliged to provide any support services for Third Party Applications.
7.5 Where Third Party Applications are installed or enabled by the Customer in accordance with clause 7.3, the Customer shall agree to the Supplier granting third party providers access to the Customer’s data as needed. The Supplier shall not be liable for any disclosure, modification or deletion of the Customer’s data that may occur as a result and the Customer shall be responsible for obtaining all necessary consents required and giving all applicable notices to allow third party access to the Customer’s data.
7.6 The Supplier may, from time to time, make available to the Customer new or modified Services, or features or functionalities of existing Services, which are designated as beta, pilot, limited release, developer preview, non- production, evaluation or by a similar description (“Beta Services”). The Supplier excludes all conditions, warranties, representations, or other terms provided in this Agreement to the Customer in relation to the Beta Services. However, all restrictions and limitations imposed on the Customer under this Agreement shall apply to the Beta Services. The Supplier excludes liability for all loss and damage that arises from the Customer’s use of the Beta Services.
7.7 The Customer shall be responsible for all access and use of the Services and Equipment (including the Supplier’s Equipment) by any individuals via the Customer’s account as identified through a unique login. The Customer shall ensure that each such individuals have read and accepted the Supplier’s terms of use, as set out in the Mandatory Policies, and amended from time to time. The Supplier’s liability for such access and use is limited to unauthorised activities and charges that arise from gross negligence or wilful misconduct by the Supplier or its partners that arise in connection with this Agreement.
8 Change control
8.1 Either party may propose changes to the scope or execution of the Works but no proposed changes shall come into effect until a relevant Change Order has been signed by both parties. A Change Order shall be a document setting out the proposed changes and the effect that those changes will have on:
8.1.1 the Works;
8.1.2 the SoW Charges;
8.1.3 the timetable for the Works; and
8.1.4 any of the other terms of the relevant Statement of Work.
8.2 If the Supplier wishes to make a change to the Works it shall provide a draft Change Order to the Customer.
8.3 If the Customer wishes to make a change to the Works:
8.3.1 it shall notify the Supplier and provide as much detail as the Supplier reasonably requires of the proposed changes, including the timing of the proposed change; and
8.3.2 the Supplier shall, as soon as reasonably practicable after receiving the information at clause 8.3.1, provide a draft Change Order to the Customer.
8.4 If the parties:
8.4.1 agree to a Change Order, they shall sign it and that Change Order shall amend the relevant Statement of Work; or
8.4.2 are unable to agree a Change Order, either party may require the disagreement to be dealt with in accordance with the dispute resolution procedure in clause 31.
9 Charges and payment
9.1 In consideration of the provision of the Services by the Supplier, the Customer shall pay the Service Charges.
9.2 The Supplier shall invoice the Customer for the Service Charges in accordance with the Service Order or where not stated, the Supplier shall invoice the Customer at the beginning of each month and in advance of the Services to be provided during that month.
9.3 In consideration of the provision of the Works by the Supplier, the Customer shall pay the SoW Charges.
9.4 The basis upon which the SoW Charges are calculated shall be as set out in a Statement of Work or where they are calculated on a fixed price basis, the amount shall be set out in a Statement of Work.
9.5 The charges for the Services shall be increased on an annual basis with effect from each anniversary of the date of this Agreement in line with the percentage increase in the Retail Prices Index in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the date of this Agreement and shall be based on the latest available figure for the percentage increase in the Retail Prices Index.
9.6 Notwithstanding clause 9.5 above, in respect of any Renewal Term, in addition to the above right the Supplier may increase the charges from the start of a new Renewal Term provided that it shall give the Customer no less than 90 days notice of such impending price increase.
9.7 Notwithstanding clauses 9.4 and 9.5 above, where any part of a Service is dependent upon the provision of a service provided to the Supplier, the Supplier shall be entitled to increase prices in the event that its own supplier increases prices provided that the Supplier shall give the Customer at least 30 days’ prior written notice of such price increase.
9.8 The Supplier shall invoice the Customer for the SoW Charges at the intervals specified in the Statement of Work. If no intervals are so specified, the Supplier shall invoice the Customer at the end of each month for Works performed during that month.
9.9 All sums due under this Agreement shall, unless the subject of a bona fide dispute, be paid by the Customer no later than 30 days following the date of the relevant invoice via direct debit. The Supplier has the right to charge an additional fee for any alternative methods of payment.
9.10 Where the Supplier agrees to provide the Services and Works (if applicable) on credit, this shall be subject to the Supplier’s review and approval of the Customer’s credit and the Supplier may, in its reasonable discretion, discontinue or limit the Customer’s credit at any time, require a deposit or bank guarantee or place a limit on the amount of charges that the Customer can incur before making payment.
9.11 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier any sum due under this Agreement on the due date:
9.11.1 the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 3% a year above the Bank of England’s base rate from time to time, but at 3% a year for any period when that base rate is below 0% or the maximum amount permitted by Applicable Law (whichever is lower); and
9.11.2 the Supplier may suspend part or all of the Services and Works (if applicable) until payment has been made in full.
9.12 All sums payable to the Supplier under this Agreement:
9.12.1 are exclusive of VAT and any other taxes, levies, imports, duties, charges or fees that may be applicable to all sums payable to the Supplier, and the Customer shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and
9.12.2 shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). If a Customer is required to make such a deduction or withholding of tax by law, it must: a) notify the Supplier in writing of such an obligation; b) provide the Supplier with evidence of the same e.g. receipts; and c) pay such additional amounts as are necessary to ensure the Supplier is in receipt of the full amount it would have received but for the deduction.
9.13 Where a Customer has a bona fide dispute in relation to an invoiced sum that it reasonably believes in good faith it has not incurred, it must provide notice of this to the Supplier in accordance with clause 29.1.4 within 30 Business Days of receipt of such an invoice setting out the amount in dispute and the basis of the dispute in reasonable detail. Failure to dispute an invoiced amount within such 30-day period shall constitute a complete and irrevocable waiver of the Customer’s right to dispute the amount. The parties shall attempt to resolve the dispute in good faith for a period of 30 Business Days from the notice. If any charges remain in dispute at the end of the 30-day period, the Customer shall pay the full amount due within 10 Business Days, otherwise the Supplier may exercise any available remedies for breach (without regard to any further notice requirement or opportunity for remedy under this Agreement, which shall be deemed waived).
10 Intellectual property rights
10.1 The Customer acknowledges that all intellectual property rights (“IPR”) in the Services and Documentation belong to the Supplier (or the relevant third party owners as the case may be) and the Customer shall have no rights in or to the Services and Documentation other than the right to use them in accordance with the terms of this Agreement.
10.2 All IPR developed or produced by the Supplier in the course of providing the Services and Works under this Agreement shall be the property of the Supplier excluding the Customer Materials unless otherwise agreed between the parties in writing.
10.3 The Supplier grants the Customer or shall procure the direct grant to the Customer of a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence during the term of the Agreement to receive and use the Services and Documentation.
10.4 Where the Supplier makes available to the Customer, software in connection with the Services that is subject to third party licence terms, the Customer agrees to comply with such third party licence terms.
10.5 Subject to clause 10.4, the Supplier shall grant the Customer and any of its individuals authorised to use the Services a limited, non-exclusive, non-transferable licence to use such software during the term of the Agreement solely for the purpose of its use of the Services.
10.6 All Customer Materials shall remain the exclusive property of the Customer (or, where applicable, the third party from whom its right to use the Customer Materials has derived).
10.7 The Customer gives the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Customer Materials for the term of this Agreement for the purpose of providing the Services and Works to the Customer.
10.8 The Customer agrees to assign to the Supplier absolutely all its right, title and interest in and to any feedback that it may provide to the Supplier in relation to the Services and or the Supplier’s operations. Such feedback includes but is not limited to: any new feature improvement, suggestion, enhancement request, recommendation, correction, idea or other feedback. The Customer shall or procure that any necessary third party shall, execute such documents and perform such acts as may be required for the purpose of giving full effect to this provision.
10.9 The Supplier shall, indemnify the Customer against all direct liabilities, costs, expenses, damages and losses suffered or incurred or paid by the Customer arising out of or in connection with any claim brought against the Customer for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the receipt or use of the Services, Works and Documentation.
10.10 The Customer shall have no claim under the indemnity at clause 10.9 to the extent the infringement arises from:
10.10.1 the use of Customer Materials in the development of, or the inclusion of the Customer Materials in, the Services or Works;
10.10.2 any modification of the Services, Works or Documentation, other than by or on behalf of the Supplier; or
10.10.3 failure to comply with the Supplier’s reasonable specifications or instructions in relation to the Services, Works or Documentation.
10.11 Where the Supplier is required to indemnify the Customer under this clause 10, the Customer shall:
10.11.1 notify the Supplier in writing of any claim against it in respect of which it wishes to rely on the indemnity at clause 10.9 (“IPRs Claim”);
10.11.2 allow the Supplier, at its own cost, to conduct all negotiations and proceedings and to settle the IPRs Claim, always provided that the Supplier shall obtain the Customer’s prior approval of any settlement terms, such approval not to be unreasonably withheld; and
10.11.3 not without prior consultation with the Supplier, make any admission relating to the IPRs Claim or attempt to settle it, provided that the Supplier considers and defends any IPRs Claim diligently, using competent counsel and in such a way as not to bring the reputation of the Customer into disrepute.
10.12 The Supplier’s liability under clause 10.9 shall be limited in accordance with clause 15.5.
11 Compliance with laws and policies
11.1 In performing its obligations under this agreement, the Customer shall comply with:
11.1.1 the Applicable Laws; and
11.1.2 the Supplier’s Mandatory Policies,
11.2 The Supplier may unilaterally make changes to this Agreement which are required as a result of changes to the Applicable Laws, the Mandatory Policies, industry or self-regulatory frameworks, guidelines or standards, or broader commitments to its customers and partners.
12 Data protection
12.1 For the purposes of this clause 12, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.
12.2 Both parties will comply with all applicable requirements of Applicable Data Protection Laws. This clause 12 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Applicable Data Protection Laws.
12.3 The parties acknowledge that for the purposes of Applicable Data Protection Laws the Customer is the Controller and the Supplier is the Processor. Schedule 1 sets out the scope, nature and purpose of processing by the Supplier, the duration of the processing and the types of Personal Data and categories of Data Subject.
12.4 Without prejudice to the generality of clause 12.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Supplier and/or lawful collection of the Personal Data by the Supplier on behalf of the Customer for the duration and purposes of the Agreement.
12.5 Without prejudice to the generality of clause 12.2, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under the Agreement:
12.5.1 process that Personal Data only on the documented written instructions of the Customer which are set out in Schedule 1 unless the Supplier is required by Applicable Data Protection Laws to otherwise process that Personal Data. Where the Supplier is relying on Applicable Data Protection Laws as the basis for processing Personal Data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Applicable Data Protection Laws unless the Applicable Data Protection Laws prohibits the Supplier from so notifying the Customer;
12.5.2 ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
12.5.3 ensure that any personnel engaged and authorised by the Supplier to process Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;
12.5.4 not transfer any Personal Data outside of the UK unless the following conditions are fulfilled:
12.5.5 the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;
12.5.6 the Data Subject has enforceable rights and effective legal remedies;
12.5.7 the Supplier complies with its obligations under the Applicable Data Protection Laws by providing an adequate level of protection to any Personal Data that is transferred;
12.5.8 the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
12.5.9 assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
12.5.10 notify the Customer without undue delay on becoming aware of a Personal Data Breach;
12.5.11 at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the Agreement unless required by Applicable Data Protection Laws to store the Personal Data; and
12.5.12 maintain complete and accurate records and information to demonstrate its compliance with this clause 12.
12.6 The Customer provides its prior, general authorisation for the Supplier to:
12.6.1 appoint third party processors to process the Customer Personal Data, provided that the Supplier:
(a) shall ensure that the terms on which it appoints such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on the Supplier in this clause 12;
(b) shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of the Supplier; and
(c) shall inform the Customer of any intended changes concerning the addition or replacement of the processors, thereby giving the Customer the opportunity to object to such changes.
12.7 Either party may, at any time on not less than 30 days’ notice, revise this clause 12 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).
13 Confidentiality
13.1 Each party undertakes that it shall not at any time after termination or expiry of this Agreement, disclose to any person any Confidential Information of the other party or its Affiliates, except as permitted by clause 13.2.1.
13.2 Each party may disclose the other party’s confidential information:
13.2.1 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 Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 13; and
13.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.3 The provisions of this clause 13 shall not apply to any Confidential Information that:
13.3.1 is or becomes generally available to the public (other than as a result of its disclosure by the receiving party in breach of this clause);
13.3.2 was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
13.3.3 was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; or
13.3.4 is developed by or for the receiving party independently of the information disclosed by the disclosing party.
13.4 No party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
14 Warranties
14.1 Each party warrants that:
14.1.1 it has full power and authority to carry out the actions contemplated under this Agreement, and that its entry into and performance under the terms of this Agreement will not infringe the rights of any third party or cause it to be in breach of any obligations to a third party; and
14.1.2 all information, data and materials provided by it to the other pursuant to this Agreement will be, to the best of its knowledge, accurate and complete in all material respects, and it is entitled to provide the same to the other without recourse to any third party.
14.2 The Customer warrants to the Supplier that:
14.2.1 it is a bona fide business and is procuring the Services and Equipment for its own internal business use only and not as an agent or on behalf of any third party or for resale or distribution;
14.2.2 its purchases are not contingent on the delivery of any future functionality or features, except as otherwise expressly provided in the Agreement; and
14.2.3 It will dispose of all obsolete Equipment in accordance with the Supplier’s instructions or otherwise in accordance with all applicable WEEE and related regulations.
14.3 The Supplier warrants to the Customer that:
14.3.1 the Services will be provided with reasonable skill, care and diligence in accordance with good practice in the Supplier’s industry, profession or trade;
14.3.2 the Services shall materially conform to the service description and any service levels set out in the applicable Statement of Work or Service Order; and
14.3.3 it shall use appropriately qualified and experienced personnel in the performance of the Services and the Works.
14.4 The Customer’s sole and exclusive remedy for the Supplier’s breach of clause 14.3 shall be the remedies expressly detailed in the service levels as stated in the relevant Statement of Work or Service Order.
14.5 For the avoidance of doubt, the warranties stated at clause 14 shall not apply to any free trial, beta or unsupported services which the Supplier may offer to the Customer and provide from time to time.
14.6 Except as expressly provided in this Agreement, there are no conditions, warranties or other terms binding on the parties with respect to the actions contemplated by this Agreement. Any condition, warranty or other term in this regard which might otherwise be implied or incorporated into this Agreement, whether by statute, common law or otherwise, is, insofar as it is lawful to do so, hereby excluded.
15 Limitation of liability
15.1 References to liability in this clause 15 include every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
15.2 Nothing in this Agreement limits any liability which cannot legally be limited, including but not limited to liability for:
15.2.1 death or personal injury caused by negligence;
15.2.2 fraud or fraudulent misrepresentation; or
15.2.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or other liability which cannot be limited or excluded by applicable law.
15.3 Save as expressly stated under this Agreement, the Supplier will not be liable to the Customer for loss of revenue, loss of sales or business, loss of goodwill, loss of anticipated savings or profit, loss of use or corruption of software, data or information and indirect or consequential loss.
15.4 Nothing in this clause 15 shall limit the Customer’s payment obligations under this Agreement.
15.5 Subject to clause 15.2, the Supplier’s total liability to the Customer:
15.5.1 for damage to property caused by the negligence of its employees and agents in connection with this Agreement or for loss of data shall not exceed £5,000 for any one event or £10,000 for any series of connected events during the 12 months preceding the first event out of which the liability arises;
15.5.2 for all loss or damage arising under or in connection with each Statement of Work or Order shall be limited to 100% of the Charges paid or payable by the Customer under the relevant Statement of Work or Order; and
15.5.3 for all other loss or damage which does not fall within subclause 15.5.1 or 15.5.2 shall not exceed the total Charges paid or payable under all Statements of Work or Orders placed over the previous 12 months.
15.6 The Supplier shall not be liable for making good the Customer’s premises where any Supplier Equipment is removed.
15.7 The Supplier has given commitments as to compliance of the Services and Additional Services with relevant specifications in clause 4.1. In view of these commitments, the terms implied by the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this Agreement.
15.8 The Customer acknowledges that, whilst the Supplier will use reasonable endeavours to ensure that the Services supplied are secure, the Supplier is not responsible for ensuring the security of the Supplier’s system and the Customer shall ensure that it has taken all reasonable measures to keep its system secure and to insure against cyber security breaches.
16 Termination and suspension
16.1 The Supplier may terminate the Agreement or a Statement of Work:
16.1.1 for any reason by giving the Customer at least 30 days’ written notice to terminate; or
16.1.2 immediately where the Supplier reasonably considers that the Customer has abused its use of the Services or its rights under Applicable Law
16.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
16.2.1 the other party commits a material breach of any term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
16.2.2 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the IA 1986;
16.2.3 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors;
16.2.4 the other party applies to court for, or obtains, a moratorium under Part A1 of the IA 1986;
16.2.5 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company, limited liability partnership or partnership);
16.2.6 an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
16.2.7 the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
16.2.8 a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;
16.2.9 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
16.2.10 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 16.2.2 to clause 16.2.9 (inclusive);
16.2.11 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
16.2.12 the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy.
16.3 Without affecting any other right or remedy available to it, the Supplier may terminate this Agreement with immediate effect by giving written notice to the Customer if:
16.3.1 the Customer fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
16.3.2 if it reasonably believes that termination is necessary to comply with a court order or any Applicable Laws at the Customer’s premises, subject to refunding any unused prepaid fees in respect of the terminated Services or Works (where applicable); or
16.3.3 there is a change of Control of the Customer.
16.4 The Customer may terminate the Agreement or any Statement of Work for convenience by giving the Supplier at least 30 days’ written notice at any time during the Initial term or any Renewal Term. Where the Customer terminates the Agreement in accordance with this provision, it shall be subject to any applicable early termination charges under clause 18.
16.5 Without affecting any other right or remedy available to it, the Supplier may suspend some or all of the Services if it reasonably determines that the Services are being used:
16.5.1 in a fraudulent or illegal manner;
16.5.2 in breach of the Agreement;
16.5.3 in a way that is likely to disrupt or compromise the integrity or security of the Supplier, the network of the Supplier, any Supplier partner or Affiliate or the privacy of any other customers; or
16.5.4 in a way that is likely to cause imminent and material damage to the Supplier or any Supplier partner or Affiliate, for as long as is reasonably necessary to mitigate the risk of such harm.
16.6 The Supplier shall, where practicable, notify the Customer in advance where it suspends some or all of the Services.
16.7 Suspension in accordance with clause 16.6 shall not discharge the Customer from any of its obligations under the Agreement.
16.8 Where the Customer is found not to have breached the Agreement in accordance with clause 16.5.2, it shall receive credit for the entire period of suspension.
17 Obligations on termination
17.1 Obligations on termination or expiry
On termination or expiry of this agreement:
17.1.1 the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of the Services and/or Works supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt;
17.1.2 the Customer shall pay any applicable early termination charges;
17.1.3 the Customer shall return all of the Supplier’s Equipment it has in its possession. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of the Supplier’s Equipment. Until the Supplier’s Equipment has been returned or repossessed, the Customer shall be solely responsible for its safe keeping; and
17.1.4 the Supplier shall on request return any of the Customer Materials not used up in the provision of the Services and/or Works.
17.1.5 Each party shall:
(a) return to the other party all documents and materials (and any copies) containing the other party’s Confidential Information;
(b) erase all of the other party’s Confidential Information from its computer systems (to the extent reasonably possible); and
(c) if requested by the other party, provide a signed statement that it has complied fully with its obligations under this clause 17.1.5 together with such evidence of compliance as the other party may reasonably request.
17.1.6 Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.
17.1.7 Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
18 Consequences of Early Termination
18.1 Where the Agreement terminates for convenience in accordance with clause 16.5 or by the Supplier in accordance with clause 16.3.1 before the end of the-then current term, the Customer shall pay an early termination charge equal to the monthly recurring charges for the Services that have been terminated multiplied by the number of months remaining in the-then current term.
18.2 For the purposes of clause 18.1, any reduction in the number of lines, seats or other units of service or downgrading of the Services shall not affect the Charges payable until the next Renewal Term.
19 Force majeure
19.1 Force Majeure Event means any circumstance not within a party’s reasonable control including, without limitation:
19.1.1 acts of God, flood, drought, earthquake or other natural disaster;
19.1.2 epidemic or pandemic;
19.1.3 terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
19.1.4 nuclear, chemical or biological contamination or sonic boom;
19.1.5 any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition;
19.1.6 collapse of buildings, fire, explosion or accident;
19.1.7 late or non-performance by suppliers or subcontractors;
19.1.8 unavailability of power or internet services; and
19.1.9 network or carrier service issues.
19.2 Provided it has complied with clause 19.3, if a party is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event (“Affected Party”), the Affected Party shall not be in breach of this Agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly except for a party’s payment obligations.
19.3 The Affected Party shall:
19.3.1 as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and
19.3.2 use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
19.4 If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than six weeks, the party not affected by the Force Majeure Event may terminate this Agreement by giving two weeks’ written notice to the Affected Party.
20 Assignment and other dealings
20.1 The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement without the prior written consent of the Supplier.
20.2 The Supplier may at any time assign, mortgage, charge, delegate, declare a trust over or deal in any other manner with any or all of its rights under this Agreement, provided that the Supplier gives prior written notice of such dealing to the Customer.
21 Variation
Subject to clause 8 and clause 11.2, no variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
22 Waiver
22.1 A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
22.2 A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
23 Rights and remedies
The rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
24 Severance
24.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
24.2 If any provision or part-provision of this agreement is deemed deleted under clause 24.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
25 Entire agreement
25.1 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
25.2 Each party acknowledges that in entering into this Agreement, it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
25.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
25.4 Nothing in this clause shall limit or exclude any liability for fraud.
26 Conflict
26.1 If there is an inconsistency or conflict between any of the provisions of this Agreement and the provisions of the Schedules, the provisions of this Agreement shall prevail.
26.2 If there is an inconsistency or conflict between these Terms and Conditions and the terms of a Service Order, these Terms and Conditions shall prevail, except as otherwise expressly provided in these Terms and Conditions.
27 No partnership or agency
27.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
27.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
28 Third party rights
28.1 This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
29 Notices
29.1 Any notice given to a party under or in connection with this Agreement shall be in writing and shall be:
29.1.1 delivered by hand or by pre-paid first-class post or other next Business Day delivery service at its registered office (if a company) or its principal place of business (in any other case);
29.1.2 where sent by email to the Customer, to the address specified in the Service Order; or
29.1.3 where sent by email to the Supplier, to the following addresses:
29.1.4 accounts@m2computing.co.uk for notice of billing disputes; or
29.1.5 operations@m2computing.co.uk for all other notices under these Terms and Conditions.
29.2 Any notice shall be deemed to have been received:
29.2.1 if delivered by hand, at the time the notice is left at the proper address;
29.2.2 if sent by pre-paid first-class post or other next Business Day delivery services, at on the second Business Day after posting; or
29.2.3 if sent if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when Business Hours resume.
29.3 This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
30 Counterparts
30.1 This Agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
31 Multi-tiered dispute resolution procedure
31.1 If a dispute arises out of or in connection with this agreement or the performance, validity or enforceability of it (“Dispute”) then except as expressly provided in this Agreement, the parties shall follow the procedure set out in this clause:
31.1.1 either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the Sales Director of the Supplier and the equivalent at the Customer shall attempt in good faith to resolve the Dispute;
31.1.2 if the Sales Director of the Supplier and equivalent at the Customer are for any reason unable to resolve the Dispute within 30 days of service of the Dispute Notice, the Dispute shall be referred to the Chief Financial Officer of the Supplier and the equivalent at the Customer who shall attempt in good faith to resolve it;
31.1.3 if the Chief Financial Officer of the Supplier and the equivalent of the Customer are for any reason unable to resolve the Dispute within 30 days of it being referred to them, either party may request that the Dispute is resolved by mediation using an appropriate accredited body. The other party shall act reasonably in considering such a request; and
31.1.4 Where the parties engage in mediation, the mediator shall be nominated by the agreed accredited body, unless otherwise agreed between the parties. To initiate the mediation, a party must serve notice in writing (“ADR Notice”) to the other party to the Dispute, requesting a mediation. A copy of the ADR Notice should be sent to the agreed mediating body. The mediation will start not later than 14 days after the date of the ADR Notice.
31.2 No party may commence any court proceedings under clause 33 in relation to the whole or part of the Dispute until 30 days after service of the Dispute Notice (or the ADR Notice where the parties engage in mediation), provided that the right to issue proceedings is not prejudiced by a delay.
31.3 Where the parties agree to engage in mediation, if the Dispute is not resolved within 30 days after service of the ADR Notice, or either party fails to participate or to continue to participate in the mediation before the expiration of the said period of 30 days, or the mediation terminates before the expiration of the said period of 30 days, either party may refer the Dispute to be finally resolved by the courts of England and Wales in accordance with clause 33.
32 Governing law
This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
33 Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.
Processing, personal data and data subjects
The following table set out the details of processing the Supplier is authorised to carry out as data processor:
Subject matter of the processing: Personal Data that the Supplier processes on behalf of Customer in connection with the execution of the Agreement.
Please specify the subject matter of the processing: This may include (but not limited to): customer names, addresses and other personal data held on the Customer’s systems
Nature of the Processing: As set out in this Agreement
Please specify the nature of the processing under this Agreement.
Purposes for which the Personal Data shall be processed: For the purposes of providing or receiving the Services set out in this Agreement
Please specify the purposes for which the Supplier intends to Process the Personal Data.
Processing operations: The provision of the Services set out in this Agreement (including any SOW or Service Order)
Description of the categories of the data subjects: Examples of categories include (but are not limited to) the following:
Customer staff
Suppliers and customers of the Customer
Please specify the categories of data subject whose personal data shall be processed under this Agreement.
Description of the categories of personal data including special categories of personal data: Personal Data:
Names and professional email addresses of staff
Special Category Personal Data:
Personal Data revealing racial or ethnic origin
Please specify the categories of personal data that shall be processed under this Agreement including any special categories of personal data.
The duration of the processing: For the term of this Agreement and any applicable SoW under the Agreement
Please specify how long you think that the personal data will be processed under the Agreement
The envisaged time limits for retention of the different categories of personal data: For a period of up to 6 months from expiry of this Agreement (or such shorter or longer term as may be agreed between the parties)
Please specify how long you think the personal data will be retained for, where possible.
General description of technical and organisational security measures:
Where possible, please describe the measures put in place to protect the personal data
