Terms & Conditions
Please read these terms and conditions carefully. All contracts that Continuity may enter into from time to time shall be governed by these terms and conditions, and Continuity will ask the Client for the Client's express written acceptance of these terms and conditions before providing any such services to the Client.
1. Definitions
In these terms and conditions, except to the extent expressly provided otherwise:
"Advertising Management Services" means the arrangement and management of internet advertising by Continuity for the Client, which may include pay-per-click advertising, pay-per-view advertising, banner advertising and other forms of paid internet advertising, as specified in the Statement of Work;
"Business Day" means a day (other than a Saturday or Sunday) on which banks and foreign exchange markets are open for general business in London;
"Business Hours" means the hours of 09:00 to 17:30 GMT/BST on a Business Day;
"Charges" means the following amounts:
a) the amounts specified in the Statement of Work;
b) such amounts as may be agreed in writing by the parties from time to time;
"Client" means the person or entity identified as such in the Contract Details;
"Client Materials" means all documents, information, items and materials supplied by or on behalf of the Client to Continuity for incorporation into the Deliverables or for some other use in connection with the Services;
"Client Personal Data" means any Personal Data that is processed by Continuity on behalf of the Client in relation to the Contract, but excluding data with respect to which Continuity is a data controller;
"Client Websites" means any website or websites of the Client in respect of which the Services are provided or in respect of which Continuity has an obligation to provide the Services;
"Confidential Information" means:
a) any information disclosed by a party to another party during the Term (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked as "confidential" or should have been understood by the receiving party (acting reasonably) to be confidential; and
b) the terms of any Contract between the parties;
"Consultancy Services" means the consultancy services specified in the Statement of Work;
"Data Protection Laws" means:
a) to the extent the UK GDPR applies, the laws of the United Kingdom or of a part of the United Kingdom which relate to the protection of personal data; and
b) to the extent the EU GDPR applies, the laws of the European Union or any member state of the European Union to which Continuity is subject, which relate to the protection of personal data;
"Deliverables" means those deliverables specified in the Statement of Work that Continuity has agreed to deliver to the Client under the Contract;
"Effective Date" means the date of execution of the Contract;
"Email Marketing Services" means some or all of the following services as specified in Section 3 of the Statement of Work: assisting with and advising upon the Client's email marketing strategy; designing, in consultation with the Client, the forms, emails and web pages to be used in connection with email marketing lists and campaigns; managing the Client's email marketing lists; running the Client's email marketing campaigns, including sending emails to addresses in the Client's email marketing lists; and providing the Client with written reports about these services detailing numbers of subscriptions and unsubscribes during each calendar month, and numbers of emails sent, returned and opened during each mailing;
"EU GDPR" means the General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law;
"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, trademarks, service marks, logos, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
"Online Account" means any user or Client account on any third-party website, or on any third-party software application accessible via the internet, that is used by Continuity in the course of providing the Services;
"Personal Data" has the meaning given to it in the Data Protection Laws applicable from time to time;
"Search Marketing Services" means any or all of the following services, as agreed by the parties in the Statement of Work:
a) researching the history of websites, their structure and their performance in the search engine results pages;
b) keyword research in relation to websites;
c) formulating a search engine optimisation strategy for websites;
d) modification of websites (including adding, deleting and/or altering text, images, pages, meta-tags, titles, mark-ups, style sheets, scripts, applications, internal and external links and website structure);
e) paid and unpaid submissions to search engines, directories and other listings websites;
f) the creation and publication of websites, and of material and applications relating to the Client on websites;
g) link building and link baiting;
h) the use of social media and social networks to generate signals that may have a direct or indirect effect on search engine rankings; and
i) other search engine optimisation techniques, whether known on the Effective Date or devised or disseminated thereafter;
"Services" means any services that Continuity provides to the Client, or has an obligation to provide to the Client, under this Contract;
"Social Media Marketing Services" means the creation of accounts connected to the Client on Social Media Platforms, the establishment and growth of user networks associated with such accounts, the creation of content for publication on and distribution through Social Media Platforms, the publication of such content on and distribution of such content through Social Media Platforms, and the monitoring and analysis of the impact of these services, as detailed in the Statement of Work;
"Social Media Platforms" means Facebook, Twitter, YouTube and LinkedIn, and any other social media platforms agreed by the parties in writing from time to time;
"Statement of Work" or "SoW" 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;
"Term" means the Initial Term or any subsequent Renewal Term of the Contract in accordance with the provisions of Clause 2;
"Third Party Materials" means the Services and/or materials comprised in the Deliverables (excluding the Client Materials), the Intellectual Property Rights in which are owned by a third party, and which are specified in the Statement of Work or which the parties agree in writing shall be incorporated into the Deliverables;
"UK GDPR" has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018; and
"Web Content Services" means the design, development, creation, adaptation and delivery of content (which may include text, images, designs, audio material, video material and/or software) for use online by the Client, in accordance the Statement of Work.
2. Term
2.1. The Contract shall come into force upon the Effective Date and shall, unless stated otherwise in a Statement of Work, continue for twelve (12) months (the “Initial Term”); unless it is terminated at the end of the Initial Term with sixty (60) days’ written notice, such notice to take effect at the end of the Initial Term.
2.2. Each Term shall then automatically renew for a subsequent period of the same length as the Initial Term (a “Renewal Term”) unless either party gives the other written notice of termination at least sixty (60) days prior to the expiration of the current Renewal Term.
2.3. If there are no uncompleted Statements of Work as at the date notice to terminate is served under Clause 2.1 and 2.2, such notice shall terminate this Contract with immediate effect.
2.4. The parties shall not enter into any further Statements of Work after the date on which notice to terminate is served under Clause 2.1 or 2.2.
2.5. Unless terminated earlier in accordance with this Clause 2 or Clause 15, if there are no uncompleted Statements of Work in existence between the parties for a period of twelve (12) months then this Contract shall automatically terminate (“Automatic Termination”).
3. Statements of Work
3.1. Each Statement of Work shall be agreed in the following manner:
3.1.1 The Client shall ask Continuity to provide a combination of one or more of the following services (the “Services”):
a) Advertising Management Services;
b) Consultancy Services;
c) Email Marketing Services;
d) Search Marketing Services; and
e) Web Content Services.
3.2. The Client shall provide Continuity with as much information as Continuity reasonably requests in order to prepare a draft Statement of Work for the Services requested, which shall contain the agreed Deliverables, any agreed timeframes and the associated costs.
3.3. Both parties shall sign the draft Statement of Work when it is agreed.
3.4. Once a Statement of Work has been agreed and signed in accordance with Clause 3.3, no amendment shall be made to it except in accordance with Clause 4 or Clause 20.3.
3.5. Unless the parties expressly agree otherwise in writing, each Statement of Work shall create a distinct contract under these terms and conditions.
4. Charge Control
4.1. Either party may propose changes to the scope or execution of the Services and Deliverables in an agreed Statement of Work, but no changes shall come into effect until a relevant change order (a “Change Order”) has been agreed and signed by both parties.
4.2. A Change Order shall be a document in the form set out in Schedule 2 which shall set out the proposed changes to the SoW and the effect that those changes will have on:
4.2.1 the Deliverables
4.2.2 the Charges
4.2.3 any agreed timeframes for the Deliverables; and
4.2.4 any other terms relevant to the Statement of Work.
4.3. If Continuity wishes to make a change to the Services and/or the Deliverables, it shall provide a draft Change Order to the Client.
4.4. If the Client wishes to make a Change Order:
4.4.1 it shall notify Continuity and provide as much detail as Continuity reasonably requires for the proposed changes, including the timing of the proposed changes; and
4.4.2 Continuity shall as reasonably practicable after receiving the information at Clause 4.2, provide a draft Change Order to the Client.
4.5. If the parties agree to a Change Order, they shall sign it and that Change Order shall amend the relevant Statement of Work.
4.6. The terms of a signed Change Order will take precedence over the relevant Statement of Work.
5. Search Marketing Services
5.1. Continuity shall use reasonable endeavours:
5.1.1 to provide the Services and deliver the Deliverables to the Client, in accordance with a Statement of Work in all material respects;
5.1.2 to meet performance dates specified in a Statement of Work but any such dates shall be estimates only and time for performance by Continuity shall not be of the essence of this Contract, except where such dates are invoice dates in which case the payment terms at Clause 11 shall apply; and
5.1.3 it can take months for the Search Marketing Services to have any significant effects upon the ranking of a website in the search engine results pages;
6. Client Obligations
6.1. The Client shall:
6.1.1 co-operate with Continuity in all matters relating to the Services;
6.1.2 respond to any Continuity communications in a timely manner;
6.1.3 appoint a manager in respect of the Services 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 Client on all matters relating to the relevant Services (including by signing Change Orders);
6.1.4 provide, for Continuity, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Client’s premises, office accommodation, data, Online Accounts, platforms and other facilities as reasonably required by Continuity including any such access as is specified in a Statement of Work;
6.1.5 provide to Continuity in a timely manner all documents, information, items and materials in any form (whether owned by the Client or a third party) required under a Statement of Work or otherwise reasonably required by Continuity in connection with the Services and ensure that they are accurate and complete in all material respects;
6.1.6 inform Continuity of all health and safety and security requirements that apply at the Client's premises;
6.1.5 provide to Continuity in a timely manner all documents, information, items and materials in any form (whether owned by the Client or a third party) required under a Statement of Work or otherwise reasonably required by Continuity in connection with the Services and ensure that they are accurate and complete in all material respects;
6.1.6 inform Continuity of all health and safety and security requirements that apply at the Client's premises;
6.1.7 obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable Continuity to provide the Services, including in relation to the use of all Client Materials in all cases before the date on which the Services are to start; and
6.1.8 comply with any additional responsibilities of the Client as set out in the relevant Statement of Work.
6.2. If Continuity’s performance of its obligations is prevented or delayed by an act or omission of the Client, its agents, subcontractors, consultants or employees, then without prejudice to any other right or remedy it may have, Continuity shall be allowed an extension of time to perform its obligations equal to the delay caused by the Client.
7. Services - Specific Terms
7.1. Search Marketing Services. Continuity undertakes to the Client that it will not, in the course of providing the Search Marketing Services, use any technique that is in clear breach of the Google Webmaster Guidelines (in the form published at the time the relevant technique is actively used). The Client acknowledges and agrees that:
7.1.1 Continuity search engine algorithms will change from time to time, which may affect website rankings in the search engine results pages, and Continuity has no control over such changes;
7.1.2 it can take months for the Search Marketing Services to have any significant effects upon the ranking of a website in the search engine results pages;
7.1.3 website promotion is an ongoing task and, should the Client terminate the Contract and/or stop promoting a website, that may have a negative impact upon the effects of the Search Marketing Services;
7.1.4 Continuity will not be responsible for any alterations to a website made by the Client or any third party that reverse or otherwise affect changes made to that website by Continuity in connection with the Search Marketing Services; and
7.1.5 notwithstanding the Search Marketing Services, a website's search engine results page rankings and traffic levels may decrease as well as increase.
7.1.2 it can take months for the Search Marketing Services to have any significant effects upon the ranking of a website in the search engine results pages;
7.1.3 website promotion is an ongoing task and, should the Client terminate the Contract and/or stop promoting a website, that may have a negative impact upon the effects of the Search Marketing Services;
7.1.4 Continuity will not be responsible for any alterations to a website made by the Client or any third party that reverse or otherwise affect changes made to that website by Continuity in connection with the Search Marketing Services; and
7.1.5 notwithstanding the Search Marketing Services, a website's search engine results page rankings and traffic levels may decrease as well as increase.
7.2. Advertising Management Services. The Client shall be responsible for paying third party services providers in respect of charges for advertisements published through the Advertising Management Services.
7.3. Email Marketing Services. The Client shall ensure that any email addresses and associated personal information provided by or on behalf of the Client to Continuity for use in connection with the Email Marketing Services has been collected in accordance with applicable law, and that the use of such information by Continuity in accordance with these terms and conditions or the instructions of the Client will not breach any applicable law.
7.4. Social Media Marketing Services. Each party must comply with the terms and conditions of the Social Media Platforms in respect of its activities relating to the Social Media Marketing Services and the Contract more generally.
7.4. Social Media Marketing Services. Each party must comply with the terms and conditions of the Social Media Platforms in respect of its activities relating to the Social Media Marketing Services and the Contract more generally.
8. Client Websites
8.1. The Client shall provide to Continuity, promptly following receipt of a written request from Continuity, the facilities to access and make changes to the Client Websites.
8.2. The Client must not reverse, revert or materially alter any changes to the Client Websites made by or upon the instructions of Continuity in the course of providing the Services without notifying Continuity in writing in advance.
8.2. The Client must not reverse, revert or materially alter any changes to the Client Websites made by or upon the instructions of Continuity in the course of providing the Services without notifying Continuity in writing in advance.
9. Online Accounts
9.1. Continuity shall have and retain all rights to any Online Accounts that were created by or on behalf of Continuity before the Effective Date or were used by Continuity in the connection with the fulfilment of Continuity's obligations under this Contract only after they had been used by Continuity to provide services to one (1) or more third parties. Continuity shall have no obligation to provide to the Client any access to such Online Accounts, whether during or after the Term.
9.2. The parties may from time to time agree in writing derogations from the rules set out in this Clause 9 relating to the Online Accounts.
10. Intellectual Property Rights
10.1. In relation to the Deliverables:
10.1.1. Continuity and its licensors shall retain ownership of all Intellectual Property Rights in the Deliverables, excluding the Client Materials;
10.1.2. Continuity grants the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy and modify the Deliverables (excluding the Client Materials) for the purpose of receiving the Services and using the Deliverables in its business; and
10.1.3. the Client shall not sub-license, assign or otherwise transfer the rights granted in Clause 10.1.1
10.2. Continuity warrants that the receipt and use and onward supply of the Services and Deliverables by the Client (and its permitted sub-licensees) shall not infringe the Intellectual Property Rights of any third party or other legal rights of any person in any jurisdiction and under any applicable law. Continuity agrees to indemnify the client against all direct liabilities, costs, expenses, damages and losses suffered or incurred or paid by the Client arising out of or in connection with any claim brought against the Client for actual infringement of a third party’s Intellectual Property Rights, to the extent that the infringement or alleged infringement results from copying, arising out of, or in connection with, the receipt, use or onward supply of the Services and Deliverables.
10.3. Continuity shall not be in breach of the warranty at Clause 10.2 and the Client shall have no claim under the indemnity at Clause 10.2 to the extent the infringement arises from:
10.3.1. the use of Client Materials in the development of, or the inclusion of the Client Materials in, the Services or any of the Deliverables;
10.3.2. any modification of the Services or any of the Deliverables, other than by or on behalf of Continuity; and
10.3.4. any modification of the Services or any of the Deliverables, other than by or on behalf of Continuity; and
10.3.2. any modification of the Services or any of the Deliverables, other than by or on behalf of Continuity; and
10.3.4. any modification of the Services or any of the Deliverables, other than by or on behalf of Continuity; and
10.4. The Client grants to Continuity:
10.4.1. a non-exclusive licence to use the Client’s trademarks during the Term;
10.4.2. a non-exclusive licence to use the Client Intellectual Property Rights during the Term; and
10.4.3. a non-exclusive licence to use the Client Materials, Intellectual Property Rights and trademarks during the Term for Continuity to promote its services online to clients.
10.4.2. a non-exclusive licence to use the Client Intellectual Property Rights during the Term; and
10.4.3. a non-exclusive licence to use the Client Materials, Intellectual Property Rights and trademarks during the Term for Continuity to promote its services online to clients.
10.5. The Client hereby grants to Continuity a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Client Materials to the extent reasonably required for the performance of Continuity's obligations and the exercise of Continuity's rights under this Contract, together with the right to sub-license these rights to the extent reasonably required for the performance of Continuity's obligations and the exercise of Continuity's rights under this Contract.
10.6. The Client warrants to Continuity that the Client Materials, Intellectual Property Rights and trademarks will not infringe the Intellectual Property Rights or other legal rights of any person in any jurisdiction and under any applicable law and shall indemnify Continuity against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred or paid by Continuity arising out of or in connection with any claim brought against Continuity, its agents, subcontractors or consultants for actual or alleged infringement of a third party's Intellectual Property Rights, to the extent that the infringement or alleged infringement results from copying, arising out of, or in connection with, the receipt or use in the performance of this Contract of the Client Materials, Intellectual Property Rights and trademarks.
10.7. If either party (the “Indemnifying Party”) is required to indemnify the other party (the “Indemnified Party”) under this Clause 10, the Indemnified Party shall:
10.7.1. notify the Indemnifying Party in writing of any claim against it in respect of which it wishes to rely on the indemnity at Clause 10.2 or Clause 10.5 (as applicable) (“IPR Claim”);
10.7.2. allow the Indemnifying Party, at its own cost, to conduct all negotiations and proceedings and to settle the IPR Claim, always provided that the Indemnifying Party shall obtain the Indemnified Party's prior approval of any settlement terms, such approval not to be unreasonably withheld;
10.7.3. provide the Indemnifying Party with such reasonable assistance regarding the IPR Claim as is required by the Indemnifying Party, subject to reimbursement by the Indemnifying Party of the Indemnified Party's costs so incurred; and
10.7.4 not, without prior consultation with the Indemnifying Party, make any admission relating to the IPR Claim or attempt to settle it, provided that the Indemnifying Party considers and defends any IPR Claim diligently, using competent counsel and in such a way as not to bring the reputation of the Indemnified Party into disrepute.
10.7.2. allow the Indemnifying Party, at its own cost, to conduct all negotiations and proceedings and to settle the IPR Claim, always provided that the Indemnifying Party shall obtain the Indemnified Party's prior approval of any settlement terms, such approval not to be unreasonably withheld;
10.7.3. provide the Indemnifying Party with such reasonable assistance regarding the IPR Claim as is required by the Indemnifying Party, subject to reimbursement by the Indemnifying Party of the Indemnified Party's costs so incurred; and
10.7.4 not, without prior consultation with the Indemnifying Party, make any admission relating to the IPR Claim or attempt to settle it, provided that the Indemnifying Party considers and defends any IPR Claim diligently, using competent counsel and in such a way as not to bring the reputation of the Indemnified Party into disrepute.
11. Charges and Payments
11.1. The Client shall pay the Charges to Continuity in accordance with this Contract.
11.2. All amounts stated in or in relation to this Contract, unless the context requires otherwise, will be stated exclusive of any applicable VAT, which will be added to those amounts and payable by the Client to Continuity.
11.3. All fees are payable in British pounds (GBP) and are non-refundable and non-cancellable. Third-party charges are not included within our Charges and shall be payable in addition to the Charges.
11.4. In consideration of the provision of the Services and the Deliverables by Continuity, the Client shall pay the Charges.
11.2. All amounts stated in or in relation to this Contract, unless the context requires otherwise, will be stated exclusive of any applicable VAT, which will be added to those amounts and payable by the Client to Continuity.
11.3. All fees are payable in British pounds (GBP) and are non-refundable and non-cancellable. Third-party charges are not included within our Charges and shall be payable in addition to the Charges.
11.4. In consideration of the provision of the Services and the Deliverables by Continuity, the Client shall pay the Charges.
11.5. Where the charges:
11.5.1. are calculated on a monthly subscription basis, Continuity shall issue an invoice monthly in advance to the Client on or around the 1st of every month;
11.5.2. are calculated on a monthly ad-hoc basis, Continuity shall issue an invoice monthly in advance to the Client on or around the 1st of every month;
11.5.3. are linked to certain Deliverables and agreed milestones, Continuity shall issue an invoice on the invoice dates agreed in the SoW; and
11.5.4 are calculated on a fixed-fee basis, the amount of these Charges will be as set out in the SoW. On acceptance of the SoW, Continuity shall issue the related invoice to the Client.
11.5.2. are calculated on a monthly ad-hoc basis, Continuity shall issue an invoice monthly in advance to the Client on or around the 1st of every month;
11.5.3. are linked to certain Deliverables and agreed milestones, Continuity shall issue an invoice on the invoice dates agreed in the SoW; and
11.5.4 are calculated on a fixed-fee basis, the amount of these Charges will be as set out in the SoW. On acceptance of the SoW, Continuity shall issue the related invoice to the Client.
11.6. Unless a different payment method has been specified in the Statement of Work between the parties, the Client must pay the Charges by Direct Debit (using such payment details as are notified by Continuity to the Client from time to time).
11.7. Where applicable the Client shall pay each invoice submitted to it by Continuity within thirty (30) days of receipt to a bank account nominated in writing by Continuity from time to time.
11.8. The Client must ensure that it provides Continuity with complete and accurate billing and contact information and any changes to such information must be upated within thirty (30) days.
11.9. Continuity shall invoice the Client from the Effective Date in accordance with the relevant Statement of Work and the Contract.
11.7. Where applicable the Client shall pay each invoice submitted to it by Continuity within thirty (30) days of receipt to a bank account nominated in writing by Continuity from time to time.
11.8. The Client must ensure that it provides Continuity with complete and accurate billing and contact information and any changes to such information must be upated within thirty (30) days.
11.9. Continuity shall invoice the Client from the Effective Date in accordance with the relevant Statement of Work and the Contract.
11.10. If the Client does not pay any amount properly due to Continuity under this Contract, Continuity may claim interest and statutory compensation from the Client pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
12. Data Protection
12.1. The Client warrants to Continuity that it has the legal right to disclose all Personal Data that it does in fact disclose to Continuity under or in connection with the Contract.
12.2 Each party shall:
12.2.1. comply with the Data Protection Laws with respect to the processing of the Client Personal Data; and
12.2.2. implement appropriate technical and organisational measures to ensure an appropriate level of security for the Client Personal Data, including the measures specified in the information security policy of Continuity (as it may be updated by Continuity from time to time).
12.3. Continuity shall:
12.3.1. only process the Client Personal Data during the Term and for not more than thirty (30) days following the end of the Term, subject to the other provisions of this Clause 12;
12.3.2. only process the Client Personal Data on the documented instructions of the Client (including with regard to transfers of the Client Personal Data to any place outside the UK or the European Economic Area), as set out in this Contract or any other document agreed by the parties in writing;
12.3.3. promptly inform the Client if, in the opinion of Continuity, an instruction of the Client relating to the processing of the Client Personal Data infringes the Data Protection Laws;
12.3.4. ensure that persons authorised to process the Client Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
12.3.5. insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist the Client with the fulfilment of the Client's obligation to respond to requests exercising a data subject's rights under the Data Protection Laws;
12.3.6. assist the Client 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;
12.3.7. make available to the Client all information necessary to demonstrate the compliance of Continuity with its obligations under this Clause 12 and the Data Protection Laws;
12.3.8. Continuity shall, at the choice of the Client, delete or return all of the Client Personal Data to the Client 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;
12.3.9. allow for and contribute to audits, including inspections, conducted by the Client or another auditor mandated by the Client in respect of the compliance of Continuity's processing of Client Personal Data with the Data Protection Laws and this Clause 12; and
12.3.10. not engage any third party to process the Client Personal Data without the prior specific or general written authorisation of the Client. In the case of a general written authorisation, Continuity shall inform the Client at least fourteen (14) days in advance of any intended changes concerning the addition or replacement of any third-party processor, and if the Client objects to any such changes before their implementation, then Continuity must not implement the changes. Continuity shall ensure that each third-party processor is subject to equivalent legal obligations as those imposed on Continuity by this Clause 12.
12.3.2. only process the Client Personal Data on the documented instructions of the Client (including with regard to transfers of the Client Personal Data to any place outside the UK or the European Economic Area), as set out in this Contract or any other document agreed by the parties in writing;
12.3.3. promptly inform the Client if, in the opinion of Continuity, an instruction of the Client relating to the processing of the Client Personal Data infringes the Data Protection Laws;
12.3.4. ensure that persons authorised to process the Client Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
12.3.5. insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist the Client with the fulfilment of the Client's obligation to respond to requests exercising a data subject's rights under the Data Protection Laws;
12.3.6. assist the Client 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;
12.3.7. make available to the Client all information necessary to demonstrate the compliance of Continuity with its obligations under this Clause 12 and the Data Protection Laws;
12.3.8. Continuity shall, at the choice of the Client, delete or return all of the Client Personal Data to the Client 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;
12.3.9. allow for and contribute to audits, including inspections, conducted by the Client or another auditor mandated by the Client in respect of the compliance of Continuity's processing of Client Personal Data with the Data Protection Laws and this Clause 12; and
12.3.10. not engage any third party to process the Client Personal Data without the prior specific or general written authorisation of the Client. In the case of a general written authorisation, Continuity shall inform the Client at least fourteen (14) days in advance of any intended changes concerning the addition or replacement of any third-party processor, and if the Client objects to any such changes before their implementation, then Continuity must not implement the changes. Continuity shall ensure that each third-party processor is subject to equivalent legal obligations as those imposed on Continuity by this Clause 12.
12.4. Notwithstanding any other provision of the Contract, Continuity may process the Client Personal Data if and to the extent that Continuity is required to do so by applicable law. In such a case, Continuity shall inform the Client of the legal requirement before processing, unless that law prohibits such information on important grounds of public interest.
13. Confidentiality
13.1. Each party undertakes that it shall not any time during this Contract, and for a period of three (3) years after termination or expiry of this Contract, disclose to any person any Confidential Information concerning the business, affairs, customers, clients or suppliers of the other, except as permitted by Clause 13.2.
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 Contract. 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
as may be required by law, to a court of competent jurisdiction or any governmental or regulatory authority.
as may be required by law, to a court of competent jurisdiction or any governmental or regulatory authority.
13.3. 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 Contract.
14. Limitations and Exclusions of Liability
Nothing in this Contract will:
14.1.1. limit or exclude any liability for death or personal injury resulting from negligence;
14.1.2. limit or exclude any liability for fraud or fraudulent misrepresentation;
14.1.3. limit any liabilities in any way that is not permitted under applicable law; or
14.1.4. exclude any liabilities that may not be excluded under applicable law.
14.1.2. limit or exclude any liability for fraud or fraudulent misrepresentation;
14.1.3. limit any liabilities in any way that is not permitted under applicable law; or
14.1.4. exclude any liabilities that may not be excluded under applicable law.
14.2. The limitations and exclusions of liability set out in this Clause 14 and elsewhere in this Contract:
14.2.1. are subject to Clauses 10.2, 10.6 and 14.1; and
14.2.2. govern all liabilities arising under this Contract or relating to its subject matter, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this Contract.
14.2.2. govern all liabilities arising under this Contract or relating to its subject matter, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this Contract.
14.3. Neither party shall be liable to the other party in respect of any losses arising out of a Force Majeure Event.
14.4. This Clause 14.4 specifies the types of losses that are excluded:
14.4. This Clause 14.4 specifies the types of losses that are excluded:
14.4.1. loss of profits or anticipated;
14.4.2. loss of revenue or income;
14.4.3. loss of use or production;
14.4.4. loss of business, contracts or opportunities;
14.4.5. loss or corruption of any data, database or software; and
14.4.6. any special, indirector consequential loss or damage.
14.4.2. loss of revenue or income;
14.4.3. loss of use or production;
14.4.4. loss of business, contracts or opportunities;
14.4.5. loss or corruption of any data, database or software; and
14.4.6. any special, indirector consequential loss or damage.
14.5. Continuity’s total liability to the Client for all loss or damage howsoever caused shall not exceed 100% of the Charges paid to Continuity in the immediately preceding twelve (12) month period of the event giving rise to the claim.
15. Termination
15.1. Either party may terminate the Contract immediately by giving written notice of termination to the other party if:
15.1.1. the other party commits any material breach of the Contract;
15.1.2. 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 sixty (60) days following the giving of a written notice to the other party requiring the breach to be remedied; or
15.1.3. the other party persistently breaches the Contract (irrespective of whether such breaches collectively constitute a material breach).
15.1.2. 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 sixty (60) days following the giving of a written notice to the other party requiring the breach to be remedied; or
15.1.3. the other party persistently breaches the Contract (irrespective of whether such breaches collectively constitute a material breach).
15.2. Either party may terminate the Contract immediately by giving written notice of termination to the other party if the other party:
15.2.1 is dissolved.
15.2.2. ceases to conduct all (or substantially all) of its business;
15.2.3. is or becomes unable to pay its debts as they fall due;
15.2.4. is or becomes insolvent or is declared insolvent;
15.2.5. convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
15.2.6. an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party; or 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).
15.2.2. ceases to conduct all (or substantially all) of its business;
15.2.3. is or becomes unable to pay its debts as they fall due;
15.2.4. is or becomes insolvent or is declared insolvent;
15.2.5. convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
15.2.6. an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party; or 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).
15.3. Continuity may terminate the Contract immediately by giving written notice to the Client if:
15.1. any amount due to be paid by the Client to Continuity under the Contract is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given;
15.2. if Continuity reasonably believes that the information provided at Clause 11.8 is either false or fraudulent; and
15.3.3. Continuity has given to the Client at least thirty (30) days' written notice, following the failure to pay, of its intention to terminate the Contract.
15.2. if Continuity reasonably believes that the information provided at Clause 11.8 is either false or fraudulent; and
15.3.3. Continuity has given to the Client at least thirty (30) days' written notice, following the failure to pay, of its intention to terminate the Contract.
16. Limitations and exclusions of liability
16.1. Nothing in these Terms and Conditions will
limit or exclude any liability for death or personal injury resulting from negligence;
limit or exclude any liability for fraud or fraudulent misrepresentation;
limit any liabilities in any way that is not permitted under applicable law; or
exclude any liabilities that may not be excluded under applicable law
16.2. The limitations and exclusions of liability set out in this Clause 16 and elsewhere in these Terms and Conditions:
are subject to Clause 16.1; and
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.
16.3. Neither party shall be liable to the other partyin respect of any losses arising out of a Force Majeure Event.
16.4. The Provider shall not be liable to the Client in respect of any loss of profits or anticipated savings.
16.5. The Provider shall not be liable to the Client in respect of any loss of revenue or income.
16.6. The Provider shall not be liable to the Client in respect of any loss of use or production.
16.7. The Provider shall not be liable to the Client in respect of any loss of business, contracts or opportunities.
16.8. Neither party shall be liable to the other party in respect of any loss or corruption of any data, database or software.
16.9. Neither party shall be liable to the other party in respect of any special, indirect or consequential loss or damage.
16.10. Each party’s total aggregate liability shall be limited in all circumstances, including breach of contract, tort (including negligence), strict liability and otherwise, to the fees paid by the Client under this agreement in the one year period preceding the event giving rise to this claim.
17. Termination
17.1. Either party may terminate the Contract by giving to the other party not less than 60 days' written notice of termination after the end of the Minimum Term.
17.2. Either party may terminate the Contract immediately by giving written notice of termination to the other party if:
the other party commits any material breach of the Contract;
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 60 days following the giving of a written notice to the other party requiring the breach to be remedied; or
the other party persistently breaches the Contract (irrespective of whether such breaches collectively constitute a material breach).
17.3. Either party may terminate the Contract immediately by giving written notice of termination to the other party if:
the other party:
the other party:
is dissolved;
ceases to conduct all (or substantially all) of its business;
is or becomes unable to pay its debts as they fall due;
is or becomes insolvent or is declared insolvent; or
convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
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
17.4. The Provider may terminate the Contract immediately by giving written notice to the Client if:
any amount due to be paid by the Client 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
the Provider has given to the Client at least 60 days' written notice, following the failure to pay, of its intention to terminate the Contract
18. Effects of termination
18.1. 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, 11, 12.1, 14.2, 14.4, 15, 16, 18, 20.
18.2. 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.
19. Renewal
19.1. The Minimum Term shall automatically renew for a period as long as the agreed Minimum Term in the contract; Unless either party gives the other written notice of termination at least thirty days prior to expiration of the current Minimum Term.
20. Subcontracting
20.1. Subject to any express restrictions elsewhere in these Terms and Conditions, the Provider may subcontract any of its obligations under the Contract.
20.2. The Provider shall remain responsible to the Client for the performance of any subcontracted obligations.
21. Non-Solicitation
21.1. During the Term, and for a period of 12 months after termination the Client shall not solicit the Provider's employees without written consent of the Provider.
21.2 In the event that the Client attempts to make an employement offer in any way whatsoever, as employee or as consultant to any employee, freelancer or contractor working with the Provider or within any entity belonging to the Provider's group. The Client will pay a recruitment fee of £7,500.00 to the Providor.
22. General
22.1. No breach of any provision of the Contract shall be waived except with the express written consent of the party not in breach.
22.2. If any provision of the Contract is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Contract will continue in effect. If any unlawful and/or unenforceable provision 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 (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
22.3. The Contract may not be varied except by a written document signed by or on behalf of each of the parties.
22.4. The Provider may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under these Terms and Conditions.
22.5. The Contract is made for the benefit of the parties and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Contract are not subject to the consent of any third party.
22.6. Subject to Clause 16.1, these Terms and Conditions shall constitute the entire agreement between the parties in relation to the subject matter of these Terms and Conditions, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
22.7. The Contract shall be governed by and construed in accordance with English law.
22.8. The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Contract